LOGICFOCUS TECHNOLOGY SOLUTIONS

1. Acceptance of Terms and Eligibility

By executing an Order Form, registering an account, or accessing the cloud SaaS enterprise platform, the Customer ("Customer", "You") agrees to be bound by these Master Terms & Conditions ("Agreement"). The individual accepting this Agreement represents and warrants that they possess full corporate authority to legally bind the contracting organization. The platform is designed exclusively for commercial business enterprise use, and access is restricted to individuals of legal age of majority in their applicable jurisdiction.

2. Account Registration, Access, and Security

Customer accounts are provisioned based on authorized named-user subscriptions. Customer shall ensure all registration details are accurate, complete, and maintained up to date.

(a) Credential Confidentiality: Named users are responsible for maintaining the confidentiality of their unique login credentials and authentication tokens. Shared or generic logins across multiple employees are strictly prohibited.

(b) Access Governance: Customer shall implement reasonable access governance policies and immediately notify Logicfocus at sales@logicfocus.net upon identifying any unauthorized access, compromised credentials, or security anomalies.

3. Subscription Plans, Billing, and Renewals

Access to the platform is provided on a recurring subscription basis (monthly or annual billing cycles) as set forth in the executed commercial Order Schedule.

(a) Payment Terms: All invoices are payable in full within thirty (30) days from invoice date (Net 30) unless otherwise specified in an Order Schedule. Unpaid balances past due beyond thirty (30) days may accrue interest at the rate of 1.5% per month or the statutory legal maximum.

(b) Taxes: Stated subscription fees exclude applicable statutory taxes, levies, duties, or goods and services taxes (GST/VAT). Customer is responsible for remitting all applicable transaction taxes, excluding taxes on Logicfocus' net corporate income.

(c) Automatic Renewals & Adjustments: Subscriptions automatically renew for successive terms equal to the expiring term unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Annual price adjustments will be notified at least forty-five (45) days prior to renewal.

4. Free Trials, Beta Features, and Downgrades

(a) Evaluation & Trials: If Customer is granted access to a free evaluation or trial instance, such access is provided solely for internal functional evaluation purposes and will terminate at the conclusion of the agreed trial period.

(b) Beta Features: Logicfocus may occasionally invite Customer to preview pre-release or experimental features ("Beta Features"). Beta Features are optional, identified as such, provided strictly "AS-IS" without SLA commitments, and may be modified or retired at any time.

(c) Plan Adjustments: Subscription tiers may be upgraded at any time. Seat reductions or tier downgrades take effect at the commencement of the subsequent renewal term.

5. License Grant and Authorized Use

Subject to compliance with this Agreement and payment of subscription fees, Logicfocus grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right and subscription license during the Term to access and utilize the multi-tenant cloud SaaS platform across the following integrated functional modules:

• CRM & Sales Operations: Prospect and deal lifecycle stages, customized pipeline milestones, automated quotation builders, commercial margin controls, sales representative KPIs, and revenue forecasting.
• CPQ Engine (Configure, Price, Quote): Rule-based configuration supporting dynamic multi-level Bill of Materials (BOM), automated real-time multi-currency conversions, localized tax matrix calculations, discount matrices, and generation of verified Order Processing contract documentation.
• Field Service & AMC Lifecycle Hub: Preventive maintenance scheduling, automated Annual Maintenance Contract (AMC) renewal notifications, mobile spare parts consumption, service dispatching, and geo-verified GPS field representative attendance tracking.
• Gamification & Deal Fanfare: Real-time sales leaderboards, quota attainment visualizers, achievement rank badges, and automated multimedia audio/visual fanfare notifications on Purchase Order closures.
• ERP Core & Integration Services: Multi-branch legal entity scoping, inventory accounting, order-to-cash workflows, bi-directional standard APIs for third-party enterprise resource planning platforms, and tamper-proof administrative audit trails.

6. Acceptable Use Policy and Prohibited Conduct

Customer shall utilize the platform in strict adherence to all applicable laws and regulations. Customer shall not, nor permit any third party to:

• Reverse engineer, decompile, disassemble, or derive the underlying logic or source code of the production SaaS platform;
• Circumvent, bypass, or attempt to compromise multi-tenant security boundaries, logical partition scoping, or authentication mechanisms;
• Conduct unauthorized automated vulnerability assessments, denial-of-service simulations, or penetration testing without prior written authorization;
• Utilize the platform to transmit unlawful, defamatory, or malicious code, or send unsolicited mass marketing communications in violation of anti-spam laws;
• Resell, lease, sublicense, time-share, or make the platform available as a commercial bureau service to third parties.

7. Customer Data Ownership, Sovereignty & Continuous Export Rights

The Customer retains complete, exclusive, perpetual, and unencumbered ownership, title, and intellectual property rights in and to all data, records, catalogs, product parameters, client directories, pricing models, and service histories uploaded or generated within the platform ("Customer Data"). Under no legal doctrine does Logicfocus acquire any ownership, lien, or title over Customer Data.

(a) Real-Time Self-Service Data Portability: The platform provides native, continuous 24/7/365 export functionality. Authorized administrators and users may export operational and transactional records at any time in industry-standard machine-readable formats, including spreadsheet, Comma-Separated Values (CSV), and document formats.

(b) Complete Database Dump Guarantee: Upon written request submitted to sales@logicfocus.net by an authorized Customer administrator, Logicfocus shall assemble and deliver an isolated, structured, raw relational database export containing all Customer Data within five (5) business days.

(c) Post-Termination Data Preservation & Purging: Upon subscription expiration or termination, Logicfocus shall maintain the Customer's instance and data in a read-only exportable status for thirty (30) calendar days. Following this transition window, all Customer Data shall be permanently and cryptographically purged from production and backup storage volumes in adherence to standard enterprise data sanitization guidelines.

8. Intellectual Property, Platform Rights & Contingent Source Code Release (Business Continuity Protection)

(a) SaaS Exclusivity & Intellectual Property: During active commercial subscription operations, the platform is delivered exclusively as a cloud SaaS solution. Logicfocus retains all worldwide copyright, patents, trade secrets, software designs, and intellectual property rights in and to the platform codebase, system architecture, database design, and interface workflows. Source code is not distributed, licensed, or shared during ordinary subscription operations.

(b) Business Continuity Trigger Event: To guarantee business continuity against critical vendor vulnerability, the Customer is granted a legally enforceable contingent right to receive the platform's complete uncompiled source code. A "Trigger Event" shall occur if Logicfocus:

• (i) Files for bankruptcy, enters formal insolvency, initiates voluntary or involuntary dissolution, or executes an assignment for the benefit of creditors;
• (ii) Permanently discontinues corporate operations or commercial maintenance of the platform; or
• (iii) Experiences an un-remedied critical service abandonment or total platform downtime exceeding thirty (30) consecutive calendar days without operational failover.

(c) Emergency Business Continuity License: Immediately upon verified occurrence of a Trigger Event, Logicfocus (or its appointed legal trustee) shall deliver a complete, operational, and uncompiled source code package along with build scripts, relational database schemas, and deployment instructions to the Customer. The Customer is automatically granted a perpetual, irrevocable, royalty-free, non-exclusive internal license to compile, audit, patch, maintain, and self-host the software solely to ensure uninterrupted enterprise continuity. The Customer shall not resell, sublicense, commercialize, or publicly distribute the source code.

9. Third-Party Services and API Integrations

The platform provides standardized bi-directional application programming interfaces (APIs) enabling interoperability with third-party software, including enterprise resource planning systems, communication gateways, and authentication providers. Logicfocus is not liable for service outages, modifications, pricing policies, or data practices of third-party platforms. Customer is responsible for acquiring and maintaining necessary licensing and access rights for any external services connected to the platform.

10. Service Availability, Maintenance, and Uptime (SLA)

Logicfocus targets an annual Cloud Availability Target of 99.9% uptime, excluding planned off-peak maintenance announced at least 48 hours in advance.

Support tiers and incident response times are established as follows:

• Growth Support Tier: Standard helpdesk ticketing with initial response within 24 to 48 business hours.
• Professional Support Tier: Priority ticketing queue with response within 8 to 12 business hours, including configuration and operational guidance.
• Enterprise Support Tier: Dedicated Customer Success Manager (CSM), 24/7/365 priority coverage for Severity-1 critical platform outages with a guaranteed initial response within one (1) hour, accompanied by accelerated emergency hotfix releases.

11. Confidentiality and Feedback

(a) Confidential Information: Each party ("Receiving Party") agrees that all code, trade secrets, architecture, customer data, and commercial terms disclosed by the other party ("Disclosing Party") constitute confidential property ("Confidential Information"). The Receiving Party shall protect such information with the same degree of care it uses for its own confidential data (and not less than reasonable care), and shall not disclose it to third parties except authorized personnel bound by equivalent confidentiality covenants.

(b) Exclusions: Confidential Information does not include information that is publicly known through no breach of this Agreement, already known to Receiving Party without restriction, or independently developed without reference to Disclosing Party's information.

(c) Feedback: If Customer voluntarily provides suggestions, enhancement requests, or recommendations ("Feedback"), Logicfocus may freely incorporate such Feedback into its standard platform development without accounting or compensation to Customer.

12. Term, Suspension, and Termination

(a) Term: This Agreement commences on the Effective Date and continues for the subscription duration specified in the applicable Order Schedule.

(b) Suspension for Cause: Logicfocus reserves the right to temporarily suspend account access if Customer is more than thirty (30) days delinquent in payment, or if Customer's usage presents an imminent security risk or operational threat to the multi-tenant infrastructure.

(c) Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days following receipt of detailed written notice.

(d) Effect of Termination: Upon termination, Customer's access rights cease, and the data transition/purging protocol described in Section 7(c) shall apply.

13. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THE SERVICE LEVEL AGREEMENT (SLA), THE PLATFORM AND ASSOCIATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LOGICFOCUS DISCLAIMS ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED ERROR-FREE OPERATION.

14. Limitation of Liability

(a) Consequential Damages Waiver: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY OF LIABILITY.

(b) Aggregate Financial Cap: EXCEPT FOR BREACHES OF CONFIDENTIALITY (SECTION 11) OR GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO LOGICFOCUS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

15. Mutual Indemnification

(a) Logicfocus IP Indemnity: Logicfocus shall defend Customer against any third-party claim alleging that Customer's authorized use of the SaaS platform infringes any patent, copyright, or trademark of a third party, and shall indemnify Customer against damages finally awarded by a court of competent jurisdiction, provided Customer gives prompt written notice and sole defense control to Logicfocus.

(b) Customer Indemnity: Customer shall defend and indemnify Logicfocus against any third-party claim arising out of or relating to: (i) Customer Data infringing third-party rights or violating data privacy laws; or (ii) Customer's violation of the Acceptable Use Policy.

16. Governing Law, Dispute Resolution & Binding Arbitration

This Agreement shall be governed by, interpreted, and enforced in accordance with the substantive laws of the Republic of India. In the event of any controversy, claim, or dispute arising out of or relating to this Agreement, the parties shall first attempt good-faith executive negotiations for thirty (30) days. In the absence of an amicable resolution, the dispute shall be finally resolved through binding arbitration seated in Tamil Nadu, India, administered under the Indian Arbitration and Conciliation Act, 1996 (as amended). The arbitral tribunal shall consist of a sole arbitrator mutually agreed upon, proceedings shall be conducted in English, and the arbitral award shall be enforceable in any court of competent jurisdiction.

17. Modifications to Terms and Services

Logicfocus reserves the right to modify or enhance platform features and these Master Terms from time to time to accommodate technical developments or legislative changes. For material changes affecting subscription rights or financial obligations, Logicfocus shall provide at least thirty (30) days advance written notice via email or administrative platform notification. Continued usage following the effective date constitutes agreement to the updated Terms.

18. General Provisions and Legal Notices

(a) Entire Agreement: This Agreement, together with executed Order Schedules and the Privacy Policy, represents the complete understanding between the parties, superseding all prior oral or written agreements, proposals, or understandings.

(b) Severability & Waiver: If any provision of this Agreement is held invalid, the remainder shall continue in full force. Failure to enforce any right does not waive subsequent enforcement.

(c) Force Majeure: Neither party shall be liable for delays or failures in performance (excluding payment obligations) caused by circumstances beyond reasonable control, including natural disasters, acts of government, telecommunication network failures, or widespread power grid failures.

(d) Assignment: Neither party may assign this Agreement without prior written consent, except in connection with a corporate reorganization, merger, or acquisition of substantially all assets.

(e) Formal Notices: Legal notices must be delivered in writing to the addresses specified in the commercial Order Schedule or to sales@logicfocus.net.