COSGrid Networks Terms of Use

1. Introduction, Acceptance and Scope

1.1 These Terms of Use (the “Terms”) are issued by COSGrid Systems Private Limited, trading as “COSGrid Networks” (“COSGrid”, “we”, “us” or “our”). They govern:

• (a) your access to and use of the website at https://www.cosgrid.com and any other website or web page that COSGrid operates and that links to these Terms (together, the “Website”); and
• (b) the Products that you order from COSGrid, either directly or through an Authorised Partner, under an Ordering Document.

1.2 You accept these Terms by accessing or using the Website. You accept these Terms in respect of Products when you sign or accept an Ordering Document that refers to or incorporates them, when you accept them electronically (for example, during sign-up or within your Tenant), or when you first use a Product, whichever happens first.

1.3 If you do not agree to these Terms, you must not use the Website or the Products.

1.4 Section 5 applies only to use of the Website. Sections 6 to 25 apply only to Products. All other Sections apply to both the Website and the Products.

1.5 The way COSGrid handles personal data in connection with the Website and its business relationships is described in the COSGrid Privacy Policy at https://www.cosgrid.com/privacy-policy. Processing of Customer Data on your behalf is governed by Section 15.

2. Definitions and Interpretation

2.1 In these Terms, the following words have the meanings given below.

• (a) “Agreement” means these Terms together with the applicable Ordering Document and any Product-Specific Terms and other documents expressly incorporated by reference in the Ordering Document.
• (b) “Authorised Partner” means a distributor, reseller, system integrator, managed security service provider or other business partner that COSGrid has authorised to resell or deliver Products.
• (c) “Confidential Information” has the meaning given in Section 14.2.
• (d) “Customer”, “you” or “your” means the individual or legal entity that has ordered Products from COSGrid, directly or through an Authorised Partner, as identified in the Ordering Document. In Section 5, “you” also means any visitor to the Website.
• (e) “Customer Data” means all data and content, including personal data, that you or your Users submit to, store in or generate in the Services Environment through use of the Services, excluding Service Operations Data and Statistical Information.
• (f) “Documentation” means the user guides, technical documentation and other descriptions of the Products that COSGrid makes available, including product documentation published on the Website or at https://docs.cosgrid.com.
• (g) “Hardware” means any physical appliance or device that COSGrid supplies under an Ordering Document.
• (h) “Ordering Document” means an order form, accepted quotation, statement of work, online subscription order placed in a Tenant, or other ordering document accepted by COSGrid (or, for purchases through an Authorised Partner, agreed between you and that Authorised Partner and accepted by COSGrid) that specifies the Products ordered, quantities or usage limits, fees and the Services Term.
• (i) carry out penetration testing, vulnerability scanning or load testing against the Services Environment without COSGrid’s prior written approval, which may be subject to reasonable scope, timing and safety conditions; or
• (j) “Product-Specific Terms” means any additional terms that COSGrid provides or publishes for a particular Product, such as a hardware warranty statement, support policy, service level commitment or data processing agreement.
• (k) “Services” means the cloud-delivered and subscription services that COSGrid makes available under an Ordering Document, including the management console and any cloud points of presence used to deliver them.
• (l) “Services Environment” means the combination of hardware and software components owned, licensed or managed by COSGrid to which COSGrid grants you and your Users access as part of the Services.
• (m) “Service Operations Data” has the meaning given in Section 15.4.
• (n) “Services Term” has the meaning given in Section 19.1.
• (o) “Software” means COSGrid software provided under an Ordering Document, including endpoint agents and clients, connectors, edge and gateway software, and firmware, in object-code form.
• (p) “Statistical Information” has the meaning given in Section 15.5.
• (q) “Subscription Plan” has the meaning given in Section 12.2.
• (r) “Tenant” means the administrative account and console instance of the Services that COSGrid makes available to you.
• (s) “Trial” has the meaning given in Section 11.1.
• (t) “Users” means your employees, contractors and other individuals whom you authorise to use the Products on your behalf.

2.2 In these Terms: headings are for convenience only and do not affect interpretation; “including” and similar words mean “including without limitation”; the singular includes the plural and vice versa; “written” and “in writing” include email; and references to Sections are to Sections of these Terms.

3. Contracting Entity and Contractual Relationships

3.1 The Website and the Products are provided by COSGrid Systems Private Limited (CIN: U74999TN2016PTC111988), a company incorporated in India with its registered office at No. 24-1, Shanti Street, Dr. Seethapathy Nagar, Velachery, Chennai – 600042, Tamil Nadu, India. “COSGrid Networks” is the trade name under which the company markets its Products.

3.2 Direct purchases. Where you order Products directly from COSGrid, the Agreement is between you and COSGrid.

3.3 Purchases through an Authorised Partner. Where you order Products through an Authorised Partner:

• (a) the price, invoicing, payment and other commercial terms of your purchase are agreed between you and the Authorised Partner;
• (b) your access to and use of the Products is governed by these Terms and any Product-Specific Terms; and
• (c) COSGrid is not bound by any term agreed between you and the Authorised Partner that is inconsistent with these Terms, unless COSGrid agrees to it in writing.

3.4 Order of precedence. If there is a conflict between the documents that make up your contractual relationship with COSGrid, they apply in the following order: (a) a master, enterprise or similar agreement signed by authorised representatives of you and COSGrid; (b) the Ordering Document; (c) Product-Specific Terms; (d) these Terms; and (e) the Documentation.

3.5 Terms in your purchase order, vendor-registration documents or any other document that you issue do not form part of the Agreement and have no effect, even if COSGrid accepts or acknowledges that document.

4. Eligibility and Authority

4.1 The Products are offered for business use only. They are not intended for personal, household or consumer use.

4.2 You may use the Website and accept these Terms only if you are at least 18 years of age and competent to contract under the Indian Contract Act, 1872.

4.3 If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. In that case, “you” refers to that organisation.

4.4 You represent that applicable law does not prohibit you from receiving or using the Products.

5. Use of the Website

5.1 Information only. Content on the Website, including product descriptions, datasheets, whitepapers, blogs and pricing indications, is provided for general information. It is not an offer capable of acceptance. Product features and specifications may change. The Ordering Document, Product-Specific Terms and Documentation govern what is supplied to you.

5.2 Licence to use the Website. COSGrid grants you a limited, non-exclusive, non-transferable and revocable right to access the Website and to view, download and print content from it for your internal business evaluation of COSGrid and its Products. You must not reproduce, republish, sell or commercially exploit Website content without COSGrid’s prior written consent.

5.3 Acceptable use of the Website. You must not:

• (a) use the Website in any way that breaches applicable law;
• (b) attempt to gain unauthorised access to the Website, its servers or any connected system or network;
• (c) introduce malicious code, or interfere with or disrupt the integrity or performance of the Website;
• (d) use automated means to collect content or data from the Website in bulk, except for standard search-engine indexing; or
• (e) submit information through Website forms that is false or misleading, or that relates to another person without their authority.

5.4 Reporting vulnerabilities. If you believe you have found a security vulnerability in the Website or a Product, report it to info@cosgrid.com with the subject line “Security Vulnerability Report”. Do not test, exploit, access, modify or disclose the suspected vulnerability beyond what is reasonably necessary to prepare the report.

5.5 Information you submit. Personal data that you submit through the Website, such as through contact, demo-request or registration forms, is handled as described in the Privacy Policy.

5.6 Third-party links. The Website may link to websites and services operated by third parties. COSGrid does not control and is not responsible for their content, availability or privacy practices.

5.7 Availability. COSGrid may change, suspend or withdraw all or part of the Website at any time. COSGrid does not guarantee that the Website will be available without interruption or free of errors.

5.8 Trade marks. “COSGrid”, the COSGrid logo and COSGrid product names are trade marks or trade names of COSGrid or its licensors. Nothing on the Website grants you any right to use them.

6. Product Access, Licences and Permitted Use

6.1 Subject to the Agreement and to payment of the applicable fees, from acceptance of the Ordering Document and for the duration of the Services Term, COSGrid grants you a non-exclusive, non-assignable, royalty-free, worldwide and limited right to use the Products that you have ordered. This right is limited to your internal business operations, must be exercised in accordance with the Agreement and the Documentation, and is subject to the quantities and usage limits stated in the Ordering Document, such as numbers of Users, devices, sites or throughput.

6.2 You may allow your Users to use the Products for this purpose. You are responsible for your Users’ compliance with the Agreement.

6.3 Software is made available electronically, and COSGrid does not deliver physical copies. Software that you install on your devices or infrastructure, such as endpoint agents, connectors or edge software, is licensed and not sold, and may be used only with the Services or Hardware for which it is provided.

6.4 Hardware is supplied on the delivery, title, risk and warranty terms stated in the Ordering Document and applicable Product-Specific Terms. Unless the Ordering Document states otherwise, title to Hardware passes to you after COSGrid receives full payment for that Hardware, and risk of loss or damage passes to you on delivery to the address specified in the Ordering Document.

6.5 COSGrid’s Products differ in their licensing metrics, deployment models, warranty and support conditions. Where Product-Specific Terms apply to a Product, they apply in addition to these Terms in accordance with Section 3.4.

6.6 Your rights under this Section 6 end when the Services Term expires or the applicable Ordering Document is terminated. All rights not expressly granted in the Agreement are reserved by COSGrid and its licensors.

7. Customer and User Responsibilities

7.1 Accounts and credentials. You are responsible for your Tenant, your administrator and User accounts, and all activity carried out under them. You must keep credentials confidential, use the authentication controls available in the Products, and notify COSGrid promptly if you become aware of any unauthorised use of your accounts.

7.2 Configuration. The Products enforce the security, access and network policies that you configure. You are responsible for designing, configuring and maintaining those policies, and for evaluating whether the Products meet your security and regulatory requirements.

7.3 Notices and consents. You are responsible for giving any notices and obtaining any consents, or establishing any other lawful basis, required for the collection, use and processing of personal data of your Users and other individuals through the Products. This includes any monitoring of devices, network traffic or application access that you enable.

7.4 Customer Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data, and for obtaining the rights you need in it.

7.5 Third-party rights. You must obtain all rights, licences and consents from third parties that are needed for COSGrid to provide the Products to you, including for integration with your third-party systems and services.

7.6 Cooperation. You must provide the information, access and assistance that COSGrid reasonably requires to deploy, operate and support the Products.

7.7 Compliance. You must use the Products in compliance with applicable law and the Agreement.

8. Intellectual Property and Ownership

8.1 As between you and COSGrid, you retain all ownership and intellectual property rights in Customer Data.

8.2 COSGrid or its licensors retain all ownership and intellectual property rights in the Products, the Software, the Services Environment, the Documentation and the tools described in Section 15.3. This includes any developments, derivative works and deliverables that COSGrid creates or provides under the Agreement, unless a statement of work signed by both parties expressly provides otherwise.

8.3 No licence or other right is granted to you by implication, estoppel or otherwise, except as expressly stated in the Agreement.

9. Restrictions and Acceptable Use

9.1 You must not, and must not cause or permit any other person to:

• (a) remove or modify any marking or notice of COSGrid’s or its licensors’ proprietary rights;
• (b) make the Products, or any materials provided by COSGrid, available to any third party other than your Users;
• (c) modify, create derivative works of, disassemble, decompile or reverse engineer the Products, except to the extent that applicable law expressly permits this despite this restriction;
• (d) access or use the Products to build a competing product or service, or to copy their features, functions or user interface;
• (e) disclose the results of any benchmark or performance test of the Products without COSGrid’s prior written consent;
• (f) sell, resell, sublicense, rent, lease, host, time-share or provide the Products on a service-bureau or managed-service basis, unless you are an Authorised Partner and your agreement with COSGrid permits it;
• (g) circumvent any licence limit, usage control or security mechanism in the Products;
• (h) access or attempt to access the Services Environment, or another customer’s Tenant or data, by unauthorised means;
• (i) carry out penetration testing, vulnerability scanning or load testing against the Services Environment without COSGrid’s prior written approval, which may be subject to reasonable scope, timing and safety conditions; or
• (j) use the Products to: harass, threaten or harm any person; send unsolicited bulk messages, chain letters or pyramid schemes; post or transmit material that is false, defamatory, harassing, obscene, or that invades another person’s privacy or promotes hatred or discrimination; infringe any intellectual property or other right of any person; introduce malicious code; or breach any applicable law.

9.2 The restrictions in Section 9.1 are also conditions of the rights granted in Section 6.

9.3 COSGrid may remove or disable access to any material that breaches Section 9.1, and may suspend the Products in accordance with Section 18. COSGrid is not liable to you for doing so in good faith.

10. Third-Party Software, Integrations and Dependencies

10.1 The Products may include or require third-party technology. Third-party technology is licensed to you under the terms of its own licence, as identified in the Documentation or the Ordering Document, and not under the Agreement.

10.2 Open-source components included in the Products are governed by their applicable open-source licences. Where an open-source licence requires COSGrid to make source code available, COSGrid will provide the relevant source code on written request to info@cosgrid.com.

10.3 The Products can be integrated with third-party products and services that you choose, such as identity providers, directories, security information and event management tools, and cloud platforms. When you enable an integration, data is exchanged with the third-party service in accordance with your configuration. Your use of the third-party service is governed by your agreement with its provider, and COSGrid is not responsible for that service.

10.4 COSGrid is not responsible for any interruption to an integration caused by changes that a third-party provider makes to its products, interfaces or terms.

11. Trials, Demonstrations and Proof-of-Concept Deployments

11.1 COSGrid may make Products available free of charge or for evaluation, including through a trial Tenant, a demonstration environment or a proof-of-concept deployment (each, a “Trial”). A Trial is identified as such in the Ordering Document, a proof-of-concept letter or the sign-up process.

11.2 You may use a Trial only to evaluate whether to purchase the Products, in a non-production environment, for 30 days from activation unless the relevant Ordering Document or written confirmation from COSGrid specifies a different period. COSGrid may extend the Trial period in writing.

11.3 Trials are provided “as is” and without any warranty, indemnity, support or service level commitment, unless COSGrid agrees otherwise in writing.

11.4 You must not process production data or sensitive personal data in a Trial unless COSGrid has agreed to it in writing. Customer Data stored in a COSGrid-operated Trial environment may be deleted within 30 days after the Trial ends, without further notice, unless a different period is agreed in writing or retention is required by law. You are responsible for exporting any data you need before the Trial ends.

11.5 Any Hardware provided for a Trial remains COSGrid’s property. You must keep it secure, use it only for the Trial, and return it in good condition (fair wear and tear excepted) within 15 days after the Trial ends or earlier on COSGrid’s written request. Unless the Ordering Document states otherwise, you bear reasonable return-shipping costs and risk of loss or damage while the Hardware is in your possession.

11.6 A Trial converts to a paid subscription only when you enter into an Ordering Document for the relevant Products.

12. Fees, Subscriptions, Renewals, Cancellations and Refunds

12.1 Fees. You must pay the fees set out in the Ordering Document. Where you purchase through an Authorised Partner, Section 3.3 applies.

12.2 Subscription Plans. Products purchased online through a Tenant are offered as monthly or yearly subscription plans (each, a “Subscription Plan”). The price of a Subscription Plan depends on its duration, the number of Users and the features selected.

12.3 Start of term. A Subscription Plan term begins on successful payment. For invoiced enterprise orders, the Services Term begins on the date stated in the Ordering Document.

12.4 Payment reversal. If a payment for a Subscription Plan is reversed or charged back, the Subscription Plan term ends immediately, and any credits, discounts or commitments associated with it are void.

12.5 Renewal. A Subscription Plan renews automatically for a further term of the same duration unless you cancel it through the cancellation process in your Tenant before the renewal date. Renewal of enterprise orders is governed by the Ordering Document.

12.6 Price changes. COSGrid may change Subscription Plan prices, or discontinue a Subscription Plan, with effect from the start of your next billing cycle. COSGrid will give you at least 30 days’ written notice of any price increase, and you may cancel the Subscription Plan before the increase takes effect.

12.7 Billing cycles. Billing cycles follow the monthly or yearly Subscription Plan selected by you. Where a Subscription Plan begins part-way through a billing cycle, any proration or adjustment will be shown at checkout or stated in the applicable Ordering Document.

12.8 Add-ons. Add-on purchases are aligned to the term of your existing Subscription Plan and are prorated for the remainder of that term.

12.9 Invoicing and payment terms. Unless the Ordering Document states otherwise, invoices are due within 30 days of the invoice date and must be paid in the currency stated on the invoice. You must notify COSGrid in writing of a good-faith invoice dispute before the due date and pay all undisputed amounts when due.

12.10 Cancellations and refunds. Unless the Ordering Document expressly provides otherwise or applicable law requires a refund, fees are non-cancellable and non-refundable once the applicable subscription or Services Term has started. For online Subscription Plans, you may cancel renewal through the Tenant before the renewal date; cancellation takes effect at the end of the then-current paid term, and no refund is due for the unused portion of that term. Any enterprise cancellation right or refund is governed by the Ordering Document.

12.11 Suspension does not affect fees. Fees remain payable during any suspension under Section 18.

13. Taxes

13.1 Fees are exclusive of taxes unless the Ordering Document states otherwise. COSGrid will add goods and services tax and any other applicable taxes, duties or levies to its invoices where applicable law requires it, and you must pay them.

13.2 Except for taxes that COSGrid is required by law to collect and remit, you are responsible for determining, reporting and paying any taxes that apply to your purchase and use of the Products. COSGrid is not responsible for assessing taxes on your behalf.

13.3 If applicable law requires you to withhold any tax from a payment to COSGrid, you must increase the payment so that, after the withholding, COSGrid receives the full amount it would have received if no withholding had been required.

14. Confidentiality

14.1 Purpose. In connection with the Agreement, each party (the “Recipient”) may receive or have access to Confidential Information of the other party (the “Discloser”). Each party will disclose only the Confidential Information that is necessary for the other party to perform its obligations or exercise its rights under the Agreement.

14.2 Definition. “Confidential Information” means non-public information that the Discloser discloses in connection with the Agreement and that is marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes:

• (a) the terms and pricing of the Agreement and any Ordering Document;
• (b) in the case of the Customer, Customer Data; and
• (c) in the case of COSGrid, non-public information about the Products, including their architecture, security design, source code, product roadmaps and unreleased Documentation.

14.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Recipient; (b) was in the Recipient’s lawful possession before disclosure and was not obtained, directly or indirectly, from the Discloser; (c) is lawfully disclosed to the Recipient by a third party without restriction on disclosure; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information.

14.4 Obligations. The Recipient must:

• (a) use the Discloser’s Confidential Information only to perform its obligations or exercise its rights under the Agreement;
• (b) not disclose it to any third party, except to its employees, agents, contractors and professional advisers who need to know it for that purpose and who are bound by confidentiality obligations no less protective than those in this Section 14; and
• (c) protect it using at least the degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care.

14.5 Duration. Each party’s confidentiality obligations continue for five years from the date of disclosure. For trade secrets, the obligations continue for as long as the information remains a trade secret under applicable law. Obligations relating to Customer Data and personal data continue for as long as the relevant data is retained and remains subject to Sections 14 and 15.

14.6 Protection of Customer Data. COSGrid will protect the confidentiality of Customer Data stored in the Services Environment in accordance with Section 15 and any applicable Product-Specific Terms, security documentation or data processing agreement made available or agreed for the relevant Product.

14.7 Permitted disclosures. Nothing in this Section 14 prevents either party from: (a) disclosing the terms or pricing of the Agreement in any legal proceeding arising from or in connection with the Agreement; or (b) disclosing Confidential Information to a court, regulator or other government authority where required by law. Where it is lawful and reasonably practicable, the Recipient will give the Discloser prior notice of a compelled disclosure under (b) and disclose only what is legally required.

14.8 Return or destruction. On the Discloser’s written request after termination of the Agreement, the Recipient will return or destroy the Discloser’s Confidential Information, except information that must be retained by law or is held in routine backups. Any retained information remains subject to this Section 14 until deleted. Customer Data is handled in accordance with Section 20.

14.9 Prior confidentiality agreements. Any separate non-disclosure agreement signed by the parties continues to govern information exchanged within its scope and term. If there is a conflict, the separate non-disclosure agreement governs the confidential information it expressly covers, and this Section 14 governs other Confidential Information exchanged in connection with the Agreement.

15. Customer Data and Information Security

15.1 Use of Customer Data. COSGrid processes Customer Data to provide, secure, maintain and support the Products in accordance with the Agreement, your configuration of the Products and applicable law. COSGrid may also process Customer Data as necessary to prevent fraud, address security incidents, enforce the Agreement or comply with legal obligations.

15.2 Deployment models. Depending on the Product and your deployment, Customer Data may be processed in Services Environments operated by COSGrid, in your own environment (including a virtual machine, application connector or Hardware that you host), or in both. Where a Product runs in your environment, you control the Customer Data stored there and its retention. Applicable Product-Specific Terms, an Ordering Document or a data processing agreement may provide further information about hosting, service providers and processing locations.

15.3 Services tools. COSGrid may use tools, scripts, software and utilities to monitor and administer the Services and to help resolve your service requests. These tools do not collect or store Customer Data residing in the Services Environment, except as necessary to provide the Services or to troubleshoot service requests or other problems. Information collected by these tools, excluding Customer Data, may also be used to help manage COSGrid’s product portfolio and licences. If COSGrid makes any such tool available for your use, your use is governed by the licence terms provided with the tool; the tool is provided without technical support or warranty unless stated otherwise; and your right to use it ends on COSGrid’s notice, at the end of the Services Term or when the tool’s licence expires, whichever occurs first.

15.4 Service Operations Data. COSGrid collects technical data about the operation of the Products, such as licence and usage metrics, software versions, health and performance data, configuration status, and diagnostic and audit logs (“Service Operations Data”). COSGrid uses Service Operations Data to operate, secure, support, bill for and improve the Products. Service Operations Data may include limited identifiers, such as administrator email addresses, IP addresses or device identifiers, which COSGrid handles in accordance with the Privacy Policy.

15.5 Statistical Information. COSGrid may compile statistical and other information about the performance, operation and use of the Products, and may use aggregated and de-identified data to improve the Products (“Statistical Information”). COSGrid may publish Statistical Information only if it does not identify you, your Users or any individual, and does not include your Confidential Information. COSGrid retains all intellectual property rights in Statistical Information.

15.6 Security. COSGrid maintains reasonable technical and organisational security measures appropriate to the nature of the Services to protect Customer Data in the Services Environment against unauthorised access, loss, alteration and disclosure. Further details, where applicable, are described in the relevant Product-Specific Terms or security documentation. You are responsible for the security of your own systems, endpoints, networks and credentials, and of any Products that you host.

15.7 Personal data. The parties will determine their respective roles under applicable data protection law based on the actual processing activity. Where you determine the purposes and means of processing personal data in Customer Data and COSGrid processes it on your behalf, you act as the Data Fiduciary or equivalent controller and COSGrid acts as the Data Processor or equivalent processor, as applicable under law. Where required by law or agreed in the Ordering Document, the parties will enter into a data processing agreement before the relevant processing begins. The Privacy Policy describes COSGrid’s processing of personal data for its own purposes and does not govern processing carried out by COSGrid on your behalf.

15.8 Personal data breaches. COSGrid will notify you without undue delay and, where reasonably practicable, within 72 hours after confirming a personal data breach affecting Customer Data in a COSGrid-operated Services Environment, except to the extent that notice is prohibited by law. COSGrid will provide information reasonably available to it to help you meet your obligations under applicable law and will provide material updates as they become available.

15.9 No absolute security. No method of electronic transmission or storage is completely secure. Except for COSGrid’s obligations under Sections 14 and 15, you transmit information to the Products at your own risk.

15.10 Your copies. You are responsible for keeping copies of Customer Data that you need outside the Products, unless the Ordering Document expressly includes backup or data-retention services. COSGrid does not provide a backup or recovery commitment unless it is stated in the applicable Ordering Document or Product-Specific Terms.

16. Warranties and Disclaimers

16.1 Product-specific warranties. Warranties differ between Products. Any warranty stated in the Ordering Document or the applicable Product-Specific Terms applies to the relevant Product.

16.2 Limited hardware warranty. COSGrid warrants that Hardware supplied by COSGrid, and Software embedded in or supplied specifically for installation on that Hardware, will be free from material defects in materials and workmanship under normal use for 365 days from the date of delivery, unless the Ordering Document or Product-Specific Terms specify a different warranty period. This warranty does not extend to subscription Services or separately licensed Software unless expressly stated in the applicable Ordering Document or Product-Specific Terms.

16.3 Remedy. If a defect covered by Section 16.2 is reported during the warranty period, COSGrid will, at its option, repair or replace the defective Hardware or Software free of charge. This is your sole and exclusive remedy for breach of the warranty in Section 16.2.

16.4 Exclusions. The warranty in Section 16.2 does not apply to defects or damage caused by accident, misuse, abuse, improper power or environmental conditions, failure to follow the Documentation, normal wear and tear, or modification or repair by anyone other than COSGrid or a person authorised by COSGrid. No separate product registration is required unless the Ordering Document or applicable Product-Specific Terms expressly state otherwise.

16.5 Making a claim. To make a warranty claim, contact support@cosgrid.com or call +91 90227 64534 with proof of purchase, the Hardware serial number (if applicable) and a description of the defect. COSGrid will provide reasonable instructions for troubleshooting and, where appropriate, return, repair or replacement. Do not ship Hardware before receiving return instructions from COSGrid.

16.6 Services. Any service level, availability or performance commitment for the Services applies only if expressly stated in the Ordering Document or applicable Product-Specific Terms.

16.7 Disclaimer. Except for the express warranties in the Agreement, and to the maximum extent permitted by applicable law, the Products and the Website are provided “as is”, and COSGrid disclaims all other warranties and conditions, whether express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. COSGrid does not warrant that the Products will operate without interruption or errors, or that they will detect or prevent every security threat, intrusion, malware infection or data loss.

17. Support and Maintenance

17.1 COSGrid provides support programmes, updates and upgrades for the Products and support level specified in the Ordering Document. Support scope, severity definitions, support hours and response targets may differ between Products and are as stated in the applicable Ordering Document or Product-Specific Terms.

17.2 You can contact COSGrid support at support@cosgrid.com or +91 90227 64534. Where an Authorised Partner is responsible for first-line support, you should follow the support process agreed with that partner.

17.3 Where an Authorised Partner provides first-line support under your arrangement with that partner, COSGrid provides support to the Authorised Partner in accordance with COSGrid’s agreement with it.

17.4 COSGrid may update the Products from time to time to add features, fix defects, improve performance or address security issues. COSGrid will not intentionally materially reduce the core functionality of a paid Product during its then-current Services Term, except where required for security, legal compliance, third-party dependency changes or to address a material technical risk. Where reasonably practicable, COSGrid will provide notice of a material change.

17.5 You must install updates to Software and Hardware firmware that COSGrid makes available where reasonably necessary to maintain security, compatibility or support. COSGrid may designate versions as end-of-life and may limit support for those versions after giving reasonable notice, except where urgent security or legal considerations require earlier action.

18. Suspension of Services

18.1 COSGrid may suspend your Tenant, your or your Users’ credentials, or your access to the Services, in whole or in part, if: (a) you fail to pay an amount due to COSGrid and do not pay it within 10 days after written notice of non-payment; (b) you materially breach the Agreement and fail to cure the breach within a reasonable period stated in a written notice; or (c) immediate suspension is reasonably necessary to address a security threat, unlawful activity, material risk to the Services Environment or another customer, or a requirement of law. Where reasonably practicable, COSGrid will provide notice before suspension and an opportunity to remedy the cause.

• (a) you fail to pay an amount due to COSGrid and do not pay it within ten days after the end of a 30-day cure period that starts when COSGrid notifies you in writing of the non-payment; or
• (b) you or your Users breach any provision of the Agreement, including Section 9.

18.2 COSGrid will limit any suspension to the extent reasonably necessary, and will restore access promptly once the cause of the suspension has been resolved.

18.3 If the cause of a suspension has not been resolved within 30 days after COSGrid’s initial notice, COSGrid may terminate the affected Ordering Document in accordance with Section 19.5.

18.4 Suspension under this Section 18 does not release you from your obligation to pay fees under the Agreement.

18.5 Where you purchase through an Authorised Partner and fees are payable to that partner, COSGrid may suspend the Products for non-payment only where COSGrid is entitled to do so under its agreement with the Authorised Partner or where the non-payment also concerns amounts directly due to COSGrid. You remain responsible for resolving payment disputes with the party that invoiced you.

19. Term, Expiry and Termination

19.1 Services Term. Products ordered under an Ordering Document are available for the period specified in that Ordering Document, unless the Ordering Document is terminated earlier in accordance with the Agreement. That period, together with any renewal periods, is the “Services Term”.

19.2 Website. The Terms that apply to the Website continue for as long as you use the Website.

19.3 Expiry. When the Services Term ends, your right to access and use the Products ordered under the applicable Ordering Document ends.

19.4 Termination for material breach. Either party may terminate an Ordering Document if the other party materially breaches the Agreement in relation to that Ordering Document and does not cure the breach within 30 days after receiving written notice that describes the breach. The non-breaching party may, at its discretion, extend the cure period for as long as the breaching party continues to make reasonable efforts to cure the breach.

19.5 Termination following suspension. COSGrid may terminate an Ordering Document as described in Section 18.3.

19.6 Other termination rights. An Ordering Document may also be terminated under Section 21.3 (infringement remedies) and Section 23 (force majeure).

19.7 Payment on termination for breach. If COSGrid terminates an Ordering Document because of your material breach, you must pay all fees and other amounts accrued up to the date of termination, together with applicable taxes and expenses. Any early termination fee or other amount payable for the unexpired portion of a committed term is payable only if expressly stated in the applicable Ordering Document and permitted by applicable law.

19.8 Payment on termination under Section 21.3. If COSGrid terminates an Ordering Document under Section 21.3, you must pay, within 30 days, all amounts accrued up to the date of termination, together with applicable taxes and expenses, and COSGrid will refund any prepaid fees for the period after termination as provided in Section 21.3.

20. Consequences of Termination; Data Retrieval, Retention and Deletion

20.1 Effect of expiry or termination. When an Ordering Document expires or is terminated: (a) all rights granted to you under it end; (b) you and your Users must stop using the affected Products; and (c) you must uninstall the affected Software from your systems unless COSGrid agrees otherwise in writing.

20.2 Data retrieval. If you make a written request to info@cosgrid.com within 60 days after the end of the Services Term or termination of the Ordering Document, COSGrid will provide reasonable access or a standard export method, where technically available, to allow you to retrieve Customer Data stored in a COSGrid-operated Services Environment. Retrieval is limited to data export and does not include continued use of the Products. Reasonable professional services requested for non-standard retrieval may be charged at COSGrid’s then-current rates, agreed with you in advance.

20.3 Deletion. After the 60-day retrieval period in Section 20.2, COSGrid may delete Customer Data from active COSGrid-operated Services Environments. Residual copies in routine backups will be deleted through the ordinary backup lifecycle, which will not exceed 90 days after deletion from active systems, unless applicable law requires longer retention. Retained data remains subject to Sections 14 and 15.

20.4 Data in your environment. Sections 20.2 and 20.3 apply to Customer Data in Services Environments operated by COSGrid. Customer Data stored in your own environment, including on Hardware or connectors that you host, remains under your control, and you are responsible for retaining or deleting it.

20.5 Retained data. Any Customer Data that COSGrid retains after termination because applicable law requires it remains subject to Sections 14 and 15 for as long as it is retained.

20.6 Survival. The following provisions survive expiry or termination of the Agreement, together with any other provision that by its nature is intended to survive: Sections 8, 13, 14, 15.5, 19.7, 19.8, 20, 21, 22 and 26 to 29, and all payment obligations accrued before expiry or termination.

21. Indemnification

21.1 Infringement indemnity. If a third party claims that material provided by one party (the “Provider”) and used by the other party (the “Receiving Party”) in accordance with the Agreement infringes that third party’s intellectual property rights, the Provider will, at its expense, defend the Receiving Party against the claim and indemnify it against damages, liabilities, costs and expenses finally awarded against it by a court of competent jurisdiction or agreed by the Provider in settlement, provided that the Receiving Party:

• (a) notifies the Provider in writing within 30 days after receiving notice of the claim, or sooner if applicable law requires;
• (b) gives the Provider sole control of the defence and of any settlement negotiations; and
• (c) gives the Provider the information, authority and assistance it reasonably needs to defend or settle the claim.

21.2 Settlement. The Provider will not settle a claim in a way that requires the Receiving Party to admit liability or pay any amount without the Receiving Party’s prior written consent.

21.3 Remedies. If the Provider believes or it is determined that any material may infringe a third party’s intellectual property rights, the Provider may: (a) modify the material so that it is non-infringing while retaining substantially equivalent functionality; (b) obtain a licence that allows continued use of the material; or (c) if neither (a) nor (b) is commercially reasonable, end the licence for the material, require its return and refund any unused prepaid fees for it. If COSGrid is the Provider and the return of the material materially affects COSGrid’s ability to meet its obligations under an Ordering Document, COSGrid may terminate that Ordering Document on 30 days’ written notice.

21.4 Exclusions. The Provider has no obligation under Section 21.1 for any claim to the extent it arises from: (a) modification of the material by anyone other than the Provider, or use outside the scope described in the Documentation; (b) use of a superseded version of the material where the infringement would have been avoided by using a current version that the Provider made available; (c) material that the Provider did not provide; (d) combination of the material with any product, data or process not provided by the Provider; (e) any act or omission that occurred before the effective date of the applicable Ordering Document; or (f) the Receiving Party’s continued use after the Provider has supplied a non-infringing replacement or instructed the Receiving Party to stop using the affected material.

21.5 Exclusive remedy. This Section 21 states each party’s exclusive remedy for any infringement claim or damages.

21.6 Misuse indemnity. You will defend and indemnify COSGrid against any third-party claim, and the resulting damages, costs and expenses, arising from material that you or your Users submit, post or transmit through the Products in breach of Section 9.

22. Limitation of Liability

22.1 Neither party is liable for any indirect, incidental, special, punitive or consequential damages, or for any loss of revenue or profits (excluding fees payable under the Agreement), data or data use, arising out of or in connection with the Agreement, even if it has been advised of the possibility of such loss.

22.2 Each party’s maximum aggregate liability for all claims arising out of or in connection with the Agreement or an Ordering Document, whether in contract, tort or otherwise, will not exceed the total fees paid or payable for the affected Products under the relevant Ordering Document during the 12 months immediately preceding the event giving rise to the claim. If the claim arises before 12 months of fees have accrued, the cap is the fees paid or payable for the initial 12-month period under that Ordering Document.

22.3 A party may not recover the same loss more than once. Any refund, credit or other payment already received by a party in respect of the same loss will be taken into account when calculating damages or other amounts recoverable for that loss.

22.4 The exclusions in Section 22.1 and the cap in Section 22.2 do not apply to: (a) a party’s fraud or wilful misconduct; (b) death or personal injury to the extent caused by a party’s negligence where liability cannot lawfully be excluded; (c) your obligation to pay fees properly due under the Agreement; or (d) liability that cannot be limited under applicable law. A party’s aggregate liability for breach of confidentiality, breach of its data protection obligations, or its indemnification obligations under Section 21.1 will not exceed twice the cap stated in Section 22.2. This Section does not create an obligation to indemnify beyond the express terms of Section 21.

22.5 Nothing in the Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

23. Force Majeure

23.1 Neither party is responsible for any failure or delay in performing its obligations under the Agreement to the extent caused by events beyond its reasonable control, such as acts of God, natural disasters, epidemics, war, terrorism, civil unrest, acts of government, or failures of public utilities or telecommunications networks not caused by the affected party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.

23.2 If a force majeure event continues for more than 30 days, either party may cancel the unperformed Products affected by the event by written notice to the other party.

23.3 This Section 23 does not excuse your obligation to pay fees for Products already supplied or Services already performed. Any disaster recovery, backup or business continuity commitment by COSGrid applies only if expressly stated in the applicable Ordering Document or Product-Specific Terms.

24. Customer Reference

24.1 COSGrid may identify you as a customer and use your name or logo in customer lists, sales presentations or marketing materials only with your prior written consent. You may withdraw that consent by written notice, and COSGrid will stop new uses within a reasonable period, subject to materials already published or distributed and legal retention requirements.

25. Audit of Usage

25.1 On at least 10 business days’ prior written notice, COSGrid may audit your use of the Products to verify compliance with the Agreement, including licence quantities and usage limits. COSGrid will conduct any audit during normal business hours, using reasonable means, and in a way that does not unreasonably interfere with your business operations. COSGrid will not access Customer Data except to the extent reasonably necessary for the audit and subject to applicable confidentiality and data protection obligations.

25.2 You must cooperate reasonably with the audit. If the audit shows that your use exceeds your entitlement, you must pay the applicable fees for the excess use in accordance with the Ordering Document. COSGrid is not responsible for any costs that you incur in cooperating with the audit.

26. Amendments and Changes to these Terms

26.1 COSGrid may update these Terms from time to time. COSGrid will publish the updated Terms on the Website and change the “Last updated” date. Where reasonably practicable, COSGrid will also notify customers of material changes by email or through the Tenant.

26.2 Updated Terms apply to use of the Website from the date they are published.

26.3 For Products purchased under an Ordering Document in effect when an update is published, any change that materially and adversely affects your rights applies only from the start of your next renewal term, unless you agree otherwise in writing or the change is required by law.

26.4 Except as provided in this Section 26, the Agreement may be modified, and any of its rights waived, only in writing signed by authorised representatives of both parties.

27. Entire Agreement, Severability, Assignment and Waiver

27.1 Entire agreement. Subject to Section 14.9, the Agreement, including the documents referred to in it, is the complete agreement between the parties about its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, whether written or oral, about that subject matter.

27.2 Severability. If any provision of the Agreement is held to be invalid or unenforceable, it will be replaced with a valid provision that most closely achieves the intent and economic effect of the original, and the remaining provisions will continue in full force and effect.

27.3 Assignment. You may not assign the Agreement or transfer any Product or any right under it to any other person or entity without COSGrid’s prior written consent. COSGrid may assign the Agreement to an affiliate or to a successor in connection with a merger, reorganisation or sale of all or substantially all of the relevant business or assets, provided that the assignee assumes COSGrid’s obligations under the Agreement. Any other assignment by COSGrid requires your consent, not to be unreasonably withheld or delayed.

27.4 Waiver. A party’s failure or delay in exercising a right under the Agreement does not waive that right.

28. Governing Law and Jurisdiction

28.1 The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of India.

28.2 Subject to Section 29, the courts at Chennai, Tamil Nadu, India have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

29. Dispute Resolution

29.1 Negotiation. If a dispute arises out of or in connection with the Agreement, either party may give the other written notice of the dispute. Senior representatives of both parties will try in good faith to resolve the dispute within 30 days after the notice.

29.2 Escalation. If the dispute is not resolved within that period, either party may refer it to the courts identified in Section 28.2.

29.3 Urgent relief. Nothing in this Section 29 prevents either party from seeking urgent interim or injunctive relief from a competent court at any time, including to protect its intellectual property or Confidential Information.

30. General Provisions

30.1 Independent contractors. COSGrid is an independent contractor. The Agreement does not create a partnership, joint venture, employment or agency relationship between the parties.

30.2 Authorised Partners. Authorised Partners are independent of COSGrid and are not COSGrid’s agents. COSGrid is not liable for, or bound by, any act of an Authorised Partner, unless the Authorised Partner is delivering services as COSGrid’s subcontractor under the Agreement.

30.3 Notices. Notices to COSGrid under the Agreement must be sent by email to info@cosgrid.com with the subject line “Legal Notice”, or by registered post or recognised courier to the registered office stated in Section 3.1. Notices to you will be sent to the address or email address stated in the Ordering Document or registered as the primary administrator contact in your Tenant. A notice is effective when delivered, except that an email is effective when no delivery failure notice is received.

30.4 Electronic contracting. The Agreement may be formed and accepted electronically, in accordance with the Information Technology Act, 2000.

30.5 Export control and sanctions. You must comply with export control, import and sanctions laws that apply to your receipt and use of the Products, including laws governing encryption technology, and must not use or make the Products available in a manner prohibited by those laws.

30.6 Language. The Agreement is written in English. If it is translated, the English version prevails.