Infilect Technologies Private Limited
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PLEASE READ THIS END USER LICENCE AGREEMENT (“AGREEMENT” OR “EULA”) CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
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This Agreement is a binding legal agreement between the Infilect contracting entity identified in Section 15.1 (“Infilect”, “Company”, “we”, “us” or “our”) and the individual or entity accessing or using the Services (“Customer”, “User”, “you” or “your”).

By clicking “I Accept”, by executing an Order Form that references this Agreement, or by accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity. If you do not agree to these terms, do not access or use the Services.

1. Definitions

1.1 “Services” means Infilect’s proprietary computer vision, agentic artificial intelligence and retail analytics software products and platforms made available to Customer, including without limitation InfiViz, InfiEye, InfiGram, InfiArt, InfiPR, InfiClaim, InfiTrade, InfiProof, InfiLenz, InfiRev, InfiView and Infi-C-BrAIn, and any associated APIs, SDKs, dashboards, mobile applications, Documentation and updates (collectively, the “Software”).
1.2 “Order Form” means a mutually executed ordering document, statement of work, or online subscription order specifying the Services subscribed to, the applicable fees, and the licence metrics (for example, the number of users, stores, SKUs, documents or images processed).
1.3 “Customer Data” means any images, video, retail shelf data, documents, invoices, product catalogues, store lists, or other data or content submitted, uploaded or made available by Customer or its Authorised Users in connection with the Services.
1.4 “Documentation” means Infilect’s user guides, technical specifications, and other materials describing the functionality or use of the Services, as updated from time to time.
1.5 “Authorised Users” means Customer’s employees, contractors or agents who are authorised by Customer to access and use the Services under this Agreement.
1.6 “Output” means the analytics, detections, classifications, extractions, scores, recommendations, reports and other results generated by the Services from Customer Data.
1.7 “Aggregated Data” means data derived from Customer Data that has been aggregated, anonymised or de-identified such that it does not identify Customer, any Authorised User, or any other individual.

2. Grant of Licence

Subject to Customer’s compliance with this Agreement and the applicable Order Form, Infilect grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence during the term of the applicable Order Form to:

(a) access and use the Software solely in object code or hosted (SaaS) form; and
(b) permit its Authorised Users to access and use the Services,

in each case solely for Customer’s internal business purposes, and in accordance with the Documentation and the usage limits (for example, store count, user count, document volume or transaction volume) set out in the applicable Order Form.

Customer is responsible for the acts and omissions of its Authorised Users as if they were its own, and for maintaining the confidentiality of all access credentials issued to it.

3. Licence Restrictions

Except as expressly permitted under this Agreement or the Documentation, Customer shall not, and shall not permit any third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Software;

‍(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, model weights or machine-learning models of the Software, except to the extent such restriction is prohibited by applicable law;

‍(c) sell, resell, licence, sublicence, distribute, rent, lease or provide the Services on a service-bureau basis, or otherwise make the Services available to any third party other than Authorised Users;

‍(d) use the Services, the Output or the Documentation to develop, train, fine-tune, benchmark or improve any competing product, model or service, or use the Services in support of a competing product;

‍(e) remove, obscure or alter any proprietary notices, labels or marks on or in the Services or the Output;

‍(f) access the Services to gain unauthorised access to Infilect’s systems or any third-party systems, or introduce any virus, malware or harmful code;

‍(g) perform any penetration test, vulnerability scan, load test or similar assessment of the Services without Infilect’s prior written consent;

‍(h) circumvent or exceed any usage limit, rate limit or technical restriction, or use any robot, scraper or automated means to extract data from the Services other than through documented APIs; or

‍(i) use the Services in violation of applicable law, including data protection, export control, sanctions or intellectual property law.

4. Acceptable Use

Customer shall not submit to the Services, and shall not use the Services to process, any:

(a) content that is unlawful, defamatory, obscene, or that infringes the rights of any third party;

‍(b) special categories of personal data, biometric identifiers, government identifiers, payment card data, or health data, unless expressly agreed in writing in the applicable Order Form or data processing addendum and supported by appropriate safeguards; or

‍(c) imagery captured for the purpose of identifying, tracking, profiling or surveilling individuals, except where such use is expressly agreed in writing, is lawful in the relevant jurisdiction, and is supported by a documented privacy impact assessment.

Customer shall provide all notices and obtain all consents required for the capture and processing of Customer Data, including from individuals who may appear incidentally in captured imagery, and shall issue capture guidance to its field users consistent with the Documentation.

5. Ownership and Intellectual Property

As between the parties, Infilect and its licensors retain all right, title and interest in and to the Services, the Software, the Documentation, and all underlying technology, algorithms, models and improvements to them, including all intellectual property rights in them. No rights are granted to Customer other than the limited licence expressly set out in Section 2.

The Software contains proprietary technology including artificial intelligence models, machine-learning models, computer vision algorithms, image recognition technology, optical character recognition technology, source code, APIs, databases, SDKs, Documentation, user interfaces, training pipelines and trade secrets. All intellectual property rights in that technology remain solely owned by Infilect.

‍Infilect shall own all right, title and interest in Aggregated Data, and may use Aggregated Data to develop, improve, train, benchmark and support the Services. Infilect will not use Customer Data to train or improve models made available to any other customer except with Customer’s express written agreement.

Feedback. If Customer provides suggestions, enhancement requests or other feedback regarding the Services, Infilect may use that feedback without restriction and without obligation to Customer.

6. Nature of AI Output

Customer acknowledges and agrees that:

- Artificial intelligence and machine learning outputs are probabilistic, not deterministic;

- Output may contain errors, omissions or misclassifications;

- Infilect does not guarantee perfect recognition, perfect optical character recognition, perfect product identification, perfect price extraction, perfect document extraction, or perfect planogram compliance detection;

- Accuracy levels quoted in marketing materials, proposals or benchmarks are indicative and are measured against defined test conditions, and are not a warranty of performance in any particular deployment unless expressly stated as a service level in an Order Form; and

- Customer remains solely responsible for all business decisions taken on the basis of the Output, and human review should be applied wherever an Output drives a consequential decision, including any decision affecting an individual, a payment, a claim, a deduction or a contractual entitlement.

7. Customer Data

Customer retains all right, title and interest in and to Customer Data. Customer grants Infilect a non-exclusive, worldwide licence to host, process, transmit and use Customer Data solely as necessary to provide, maintain, secure and support the Services, and as otherwise permitted under this Agreement or any applicable data processing addendum between the parties.

Customer is solely responsible for the accuracy, quality and legality of Customer Data, and for obtaining all rights and consents necessary for Infilect to process it under this Agreement, including any consents required under applicable data protection law.

8. Fees and Payment

Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are non-cancellable and non-refundable, are exclusive of applicable taxes, and are due within thirty (30) days of the invoice date. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Infilect may suspend access to the Services for undisputed amounts remaining unpaid more than fifteen (15) days after written notice.

Where Customer’s actual usage exceeds the licence metrics set out in the applicable Order Form, Infilect may invoice for the excess at the rates in that Order Form or, if none, at Infilect’s then-current list rates. Infilect may verify usage against the licence metrics using system-generated records, no more than once in any twelve (12) month period, on reasonable notice.

9. Trials, Pilots, Proofs of Concept and Beta Features

Where the Services, or any feature of them, are made available on a free, trial, pilot, proof-of-concept, evaluation or beta basis, they are provided “as is”, without any warranty, service level, indemnity or support obligation, and Infilect’s total aggregate liability in respect of them shall not exceed one hundred United States dollars (US$100) or the amount actually paid for them, whichever is greater. Infilect may modify or discontinue such Services or features at any time. Sections 3, 4, 5, 6, 10 and 15 apply in full to such Services.

10. Confidentiality

Each party may receive confidential or proprietary information of the other party in connection with this Agreement (“Confidential Information”). Each party agrees to use the other party’s Confidential Information solely to perform its obligations under this Agreement, to protect it with at least the same degree of care it uses to protect its own confidential information of a similar nature (and in no event less than reasonable care), and not to disclose it to any third party except to employees, contractors or advisers with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully known prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information. A party may disclose Confidential Information where required by law, provided that, where legally permitted, it gives the other party reasonable prior notice.

11. Warranties and Disclaimers

Infilect warrants that it will provide the Services in a manner consistent with generally accepted industry standards and in material conformity with the Documentation.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN APPLICABLE ORDER FORM, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND INFILECT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INFILECT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY COMPUTER-VISION OUTPUT, DETECTION, EXTRACTION OR ANALYTICS RESULT WILL BE ACCURATE OR COMPLETE IN ALL CASES.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 3 (LICENCE RESTRICTIONS) OR SECTION 4 (ACCEPTABLE USE), (B) EITHER PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY), (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, OR (D) CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO INFILECT UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

13. Indemnification

Infilect shall defend Customer against any third-party claim alleging that the Software, as provided by Infilect and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and shall indemnify Customer for damages finally awarded, provided that Customer promptly notifies Infilect of the claim, gives Infilect sole control of the defence and settlement, and cooperates in the defence.

Infilect shall have no obligation under this Section to the extent a claim arises from Customer Data, from modification of the Software by anyone other than Infilect, from use of the Software in combination with anything not supplied by Infilect, or from use of the Software other than in accordance with this Agreement and the Documentation. If the Software becomes, or in Infilect’s opinion is likely to become, the subject of an infringement claim, Infilect may at its option procure the right to continue using it, modify or replace it so that it is non-infringing, or terminate the affected Order Form and refund any prepaid, unused fees.

Customer shall defend and indemnify Infilect against any third-party claim arising from Customer Data, Deliverables from Infilect out of Customer Data, or from Customer’s breach of Sections 3, 4 or 7.

This Section states each party’s sole and exclusive remedy, and the indemnifying party’s sole liability, for the claims described in it.

14. Term, Suspension and Termination

This Agreement commences on the date Customer first accepts it and continues until all Order Forms under it have expired or been terminated.

Either party may terminate this Agreement or an Order Form for the other party’s uncured material breach following thirty (30) days’ written notice.

Infilect may suspend access to the Services immediately, on notice, where necessary to prevent material harm to the Services, to Infilect, or to any third party, including in the event of a security incident, unlawful use, or a material breach of Section 3 or Section 4. Infilect will restore access as soon as the cause of suspension is resolved.

Upon termination, Customer’s right to access and use the Services shall immediately cease. Infilect shall, upon written request made within thirty (30) days of termination, make Customer Data available for export in a commercially reasonable format, after which Infilect may delete such data in accordance with its data retention policies.

Sections 1, 3, 5, 6, 7, 8 (in respect of accrued fees), 10, 11, 12, 13, 14 and 15 survive termination.

15. General Provisions

15.1 Contracting Entity. The Infilect entity with which Customer contracts is the entity identified in the applicable Order Form. Where no Order Form identifies the entity, the contracting entity is Infilect Technologies Private Limited (India) for Customers domiciled outside the United States, Canada and Mexico, and Infilect Inc. (United States) for Customers domiciled within them.
‍15.2 Governing Law and Dispute Resolution. Where the contracting entity is Infilect Technologies Private Limited, this Agreement is governed by the laws of India without regard to conflict of laws principles; any dispute shall first be escalated to senior management of both parties for good-faith resolution and, if unresolved within thirty (30) days, referred to and finally resolved by arbitration seated in Bengaluru, India, under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, in the English language; subject to which, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction. Where the contracting entity is Infilect Inc., this Agreement is governed by the laws of the State of Delaware without regard to conflict of laws principles, and the state and federal courts located in Delaware shall have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
‍15.3 Data Protection and Security. Infilect shall implement and maintain reasonable administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Customer Data, consistent with its ISO/IEC 27001-certified Information Security Management System. Where Customer Data includes personal data subject to applicable data protection law (including India’s Digital Personal Data Protection Act, 2023, the parties shall enter into a data processing addendum governing the processing of that personal data, which shall be incorporated into and form part of this Agreement.
‍15.4 Third-Party and Open-Source Components. The Services may incorporate third-party and open-source components, which are licensed under their own terms. Those terms apply to the relevant components in place of this Agreement to the extent of any conflict. A list of such components is available on request.
‍15.5 Export Control and Sanctions. Each party shall comply with all applicable export control, economic sanctions and trade restriction laws. Customer represents that it is not located in, and is not owned or controlled by, any person located in a country or territory subject to comprehensive sanctions, and that it is not a person with whom dealings are prohibited under such laws.
‍15.6 Anti-Bribery and Anti-Corruption. Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Indian Prevention of Corruption Act, 1988, the United States Foreign Corrupt Practices Act, and the UK Bribery Act 2010.
‍15.7 Publicity. Neither party shall use the other party’s name, logo or trade marks in any public announcement, customer list or marketing material without that party’s prior written consent, which may be given by email.
‍15.8 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.
‍15.9 Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, epidemic, labour disputes, or internet or utility failures. This does not excuse any payment obligation.
‍15.10 Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or courier to the addresses specified in the applicable Order Form or, in Infilect’s case, to legal@infilect.com.
‍15.11 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
‍15.12 Third-Party Rights. No person other than a party to this Agreement has any right to enforce any of its terms.
‍15.13 Entire Agreement. This Agreement, together with all Order Forms and any data processing addendum, constitutes the entire agreement between the parties regarding its subject matter, and supersedes all prior or contemporaneous agreements, representations or understandings, whether written or oral. Any terms contained in a Customer purchase order or similar document are of no effect. Where a separately negotiated and signed master agreement exists between the parties, that agreement prevails over this Agreement to the extent of any conflict.
‍15.14 Amendments. Infilect may update this Agreement from time to time to reflect changes to the Services or to applicable law, and will provide reasonable prior notice of any material change. Continued use of the Services after the effective date of an updated Agreement constitutes acceptance of the change.
‍15.15 Severability; Waiver. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

Acceptance

BY CLICKING “I ACCEPT”, SIGNING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.

INFILECT TECHNOLOGIES PRIVATE LIMITED
www.infilect.com | legal@infilect.com