Terms of Service

These Terms of Service (this "Agreement") govern your use of the Services, including through our website, online sign-up, or as purchased under an applicable Order Form. "Monk CI," "we," and "us" refer to Systems Monk CI Private Limited, an Indian corporation. "You," "your," or "Subscriber" refer to you and any organization you act on behalf of.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that entity to this Agreement.

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1. Definitions

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2. Services; Access and Use

2.1 Access and License

Subject to your full compliance with this Agreement, Monk CI grants you during the Term:

• The right to use the Services solely for your internal business purposes within the Licensed Volume.
• A limited, non-exclusive, non-sublicenseable, non-transferable license to use the Software.

Services and Software are deemed delivered upon provision of access for your benefit.

2.2 Use Restrictions

• Use the Services beyond the scope of rights expressly granted in this Agreement.
• Store, transmit, or transfer any Restricted Data within or in connection with the Services.
• Modify or create derivative works of the Services or Documentation.
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive access to any Software component.
• Resell, rent, or lease the Services to any third party, unless agreed in writing by Monk CI.
• Use the Services in any manner that violates any Intellectual Property Right or applicable law.
• Interfere with or disrupt the integrity or performance of the Services.
• Access or search the Services using automated tools (spiders, robots, crawlers) not authorized by Monk CI.
• Use the Services for benchmarking or to develop competing products or services.
• Multiplex or spread usage across multiple accounts to circumvent usage limits.
• Use scraping techniques to mine or scrape data from the Services.
• Transmit harmful code, viruses, worms, time bombs, or Trojan horses.
• Attempt to gain unauthorized access to Monk CI's systems or networks.

2.3 Authorized Users

You may permit Authorized Users to use the Services, provided that:

• Use does not exceed the Licensed Volume.
• Each Authorized User complies with all applicable terms and conditions.
• You ensure all Authorized Users use reasonable means to secure credentials (e.g., multi-factor authentication).

You must immediately notify Monk CI if any user name, password, or API key has been compromised. You are solely responsible for all activities that occur under accounts issued to or created by you.

2.4 Third-Party Services

Certain features may allow integration with third-party services ("Third-Party Services"). Monk CI is not responsible for compatibility issues, errors, or bugs caused by Third-Party Services. Your use of any Third-Party Service is at your own risk.

2.5 Third-Party Reports

Monk CI may receive notices from third parties ("Reporters") regarding Your Data or your use of the Services. Monk CI will forward these reports to your designated Abuse Contact email address.

2.6 Service Notices

If Monk CI learns or suspects a violation of Section 2 or Section 6, it will notify the Abuse Contact and request appropriate action. Failure to comply within the specified time period may result in:

• Blocked access to the Services.
• Termination of the Agreement if violations recur two or more times in any rolling 12-month period.

Monk CI may also suspend access immediately if your use may create a security risk, violate laws, breach this Agreement, or subject any party to liability.

2.7 Reservation of Rights

Monk CI reserves and solely owns all rights, title, and interest in the Monk CI IP. No rights are granted by implication, estoppel, or otherwise beyond what is expressly set forth herein.

2.8 Feedback

Any feedback, suggestions, or comments you provide regarding the Services ("Feedback") grants Monk CI a royalty-free, fully-paid-up right to use and exploit such Feedback for any Monk CI business purpose.

2.9 Security Measures

Monk CI implements technical and organizational measures consistent with industry standard practices to ensure the security and integrity of the Services. You are responsible for the accuracy, legality, and appropriateness of Your Data and its security when in your possession or control.

2.10 Beta Services

2.11 Trial and Growth Tier Services

2.12 Copyright & Trademark Notices

You agree to maintain and not remove or obscure any copyright, trademark, logos, or other proprietary notices in the Services, Software, or associated media.

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3. Fees and Payment

3.1 Fees

You will pay Monk CI the fees based on your usage as set forth in your online dashboard or applicable Order Form ("Fees"), without offset or deduction.

Monk CI operates on a pay-as-you-go model and bills monthly in arrears unless otherwise specified in an Order Form.

3.2 Payments

All payments are due in U.S. dollars (or another currency agreed in the Order Form). All payments are non-refundable. Late payments are subject to interest at 1.5% per month or the highest rate permitted by applicable law.

3.3 Taxes

You are responsible for all GST, levies, duties, and charges imposed by Indian or other regulatory authorities on amounts payable to Monk CI, excluding taxes on Monk CI's income. If you are required to deduct withholding tax (TDS), you must provide Monk CI with the necessary certificates.

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4. Confidential Information

4.1 Definition

"Confidential Information" means any information designated as confidential or that reasonably should be considered confidential given its nature or the circumstances of disclosure. This includes Monk CI IP, Your Data, pricing, software, algorithms, business plans, and technical information.

Exclusions: Information that is (i) publicly known through no act of the Receiving Party; (ii) already known to the Receiving Party; (iii) rightfully received from a third party; or (iv) independently developed without use of Confidential Information.

4.2 Obligations

The Receiving Party will:

• Maintain Confidential Information in strict confidence.
• Use Confidential Information only as necessary to perform its obligations under this Agreement.
• Disclose only to employees, representatives, or contractors with a bona fide need to know, bound by equivalent non-disclosure obligations.

4.3 Duration

Confidentiality obligations are effective from the Effective Date and expire five (5) years from the date of disclosure, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

4.4 Pricing Confidentiality

Terms and pricing in any negotiated agreement constitute Confidential Information of each Party, but may be disclosed on a confidential basis to advisors, attorneys, investors, and acquirers for due diligence purposes.

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5. Support and Service Levels

Except for Previews, Trial, Growth Tier, and non-Enterprise Services, Monk CI will provide support services according to its standard support terms. Service level commitments (SLAs) may be procured for an additional charge under an applicable Order Form.

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6. Your Materials and Data

6.1 Ownership

As between you and Monk CI, you own and retain all right, title, and interest in and to all Your Data.

6.2 License to Monk CI

You grant Monk CI a non-exclusive, worldwide, royalty-free license to use, host, reproduce, display, perform, and modify Your Data solely for the purpose of providing, operating, and improving the Services during the Term.

6.3 Your Warranties

You represent and warrant that you have obtained and will maintain during the Term all necessary rights, authority, consents, and licenses for the access to and use of Your Data as contemplated by this Agreement.

6.4 Compliance

You represent and warrant that Monk CI's access to Your Data in accordance with this Agreement will not violate any applicable laws or cause a breach of any agreement between you and any third party.

6.5 Personal Data

Monk CI will process any Personal Data received in connection with this Agreement in accordance with the Data Protection Addendum (DPA).

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7. Representations and Warranties

7.1 Mutual Warranties

Each Party represents and warrants that:

• It is duly organized, validly existing, and in good standing under its jurisdiction.
• The execution and performance of this Agreement are within its corporate powers and duly authorized.

7.2 Monk CI Warranties

Monk CI warrants that:

• It will provide the Services in a professional and workmanlike manner in accordance with industry standards.
• The Services will substantially conform to the Documentation.

The sole remedy for a breach of the foregoing warranty shall be a pro-rated refund of Fees paid for the remaining portion of the Term within 7 business days.

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8. Indemnification

8.1 Monk CI Indemnification

Monk CI will defend you against third-party claims ("Claims") alleging that your use of the Services infringes or misappropriates such third party's Intellectual Property Rights, and will indemnify you against damages and costs finally awarded or agreed in settlement.

8.2 Exclusions

Monk CI's indemnification obligations do not apply to claims arising from:

• Your breach of this Agreement, negligence, or willful misconduct.
• Your Data.
• Modifications or combinations of the Services with software or materials not provided by Monk CI.
• Any use of Services after Monk CI has notified you to discontinue such use.

8.3 IP Remedies

If Monk CI believes the Services could infringe any third party's IP rights, Monk CI may:

8.4 Your Indemnification

You will defend Monk CI against Claims and Losses arising from:

• Your Data infringing any third party's Intellectual Property Rights or privacy rights.
• Your breach of this Agreement or violation of applicable law.
• Your products or services, or any dispute between you and your End Users.
• Any fraud, misrepresentation, or false advertising claims from Monk CI's marketing of your products as instructed by you.

8.5 Indemnification Procedures

The Indemnified Party must:

• Notify the Indemnifying Party of any Claim within 30 days of becoming aware.
• Reasonably cooperate in the defense and/or settlement of the Claim.

The Indemnifying Party shall have sole control of the defense but may not settle any Claim without the Indemnified Party's prior written approval.

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9. Warranty Disclaimer

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10. Limitations of Liability

10.1 Exclusion of Damages

10.2 General Liability Cap

To the maximum extent permitted by law, and except for claims under Sections 2.2, 2.7, 4, and 8, each Party's total liability shall not exceed the Fees actually paid by you to Monk CI in the 12-month period preceding the event giving rise to the claim.

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11. Term and Termination

11.1 Term

The Agreement begins on the Effective Date and expires at the end of the Initial Term specified in the Order Form. It automatically renews for successive one (1) year periods unless either Party provides written notice of non-renewal at least 90 days before the end of the then-current Term.

11.2 Termination by You

• Marketplace subscribers: Unsubscribe through the applicable marketplace procedures.
• Direct subscribers: Provide at least 90 days' written notice prior to the end of the Initial Term or then-current Renewal Term.
• Free tier: Terminate at any time by ceasing to use the Services.
• Growth tier: Terminate effective at the end of the month in which you terminate; all Fees through termination remain due.

11.3 Termination for Breach

Either Party may terminate this Agreement on written notice if the other Party materially breaches this Agreement and such breach remains uncured 30 days after written notice.

11.4 Termination by Monk CI

Monk CI may terminate this Agreement by providing 14 days' written notice and will refund a pro-rated amount of any pre-paid Fees within 7 business days after termination.

11.5 Survival

The following sections survive any termination or expiration of this Agreement: Sections 1, 2.2, 2.3, 2.4, 2.7, 2.8, 3, 4, 6, 8, 9, 10, 11.5, 11.6, 12, 13, and 14.

11.6 Effect of Termination

Upon expiration or termination:

• All rights granted under Section 2.1 will terminate.
• You must return or destroy all Monk CI Confidential Information in your possession or control.
• All outstanding Fees through the effective date of termination remain due. No refunds will be issued.

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12. Dispute Resolution; Arbitration & Class Waiver

12.1 Mandatory Arbitration

12.2 Arbitration Rules and Seat

• Conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended).
• Seat and venue: Bengaluru, Karnataka, India.
• Language: English.
• Arbitrator: Sole arbitrator appointed mutually by the Parties.

12.3 Injunctive and Declaratory Relief

Either Party may seek preliminary injunctive or equitable relief from a court of competent jurisdiction pending a final arbitration decision. The courts in Bengaluru, India shall have exclusive jurisdiction over such proceedings.

12.4 Class Action Waiver

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13. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of India, without regard to conflicts of laws principles. In the event Section 12 is held unenforceable, all disputes will be brought exclusively in the courts located in Bengaluru, Karnataka, India.

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14. General

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