Terms of Service

Effective October 7, 2025. These Terms govern your access to and use of Andromeda Intelligence's Website, Software, and Services.

Introduction

These Terms of Service (“Terms”) cover your rights and obligations relating to your access and use of Andromeda Intelligence's website (the “Website”), its products and services (collectively, the “Services”), including, without limitation, its software (the “Software”). All references to “Andromeda Intelligence”, “we”, “us”, or “our” refer to Andromeda Intelligence Pvt Ltd, an Indian company. All references to “Company”, “you”, “your”, or “user” relate to all persons who use or access the Services, whether in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services.

If you are an authorized user representing your company, you represent and warrant that you have the capacity to enter into these Terms on behalf of your company, or an authorized representative has agreed to bind the entity to these Terms. These Terms apply to our Privacy Policy as well. By using the Service, you represent and agree that you have read, understand, and agree to be bound by both these Terms and our Privacy Policy as binding agreements.

Please carefully read these Terms, as they contain important information about your rights and responsibilities, including limitations of liability and binding arbitration. If you do not accept these Terms in their entirety, you may not access or use the Service.

Do not hesitate to contact us at support@andromeda-intelligence.com if you have any questions or want to discuss these Terms.

1. Services and Support

Subject to these Terms, Andromeda Intelligence will use commercially reasonable efforts to provide Company the Services and reasonable technical support services in accordance with Andromeda Intelligence's standard practice.

2. Beta and Pilot Use

2.1 Andromeda Intelligence may make the Services available to Company on a trial basis for a period of 30 days (unless communicated otherwise in writing) (the “Pilot Period”), or the start date of any purchased subscription plan (each, a “Plan”) for the Software. Additional Beta terms and conditions may apply.

2.2 For beta or pilot use, the Services are provided “AS IS” and no warranty obligations of Andromeda Intelligence will apply.

2.3 Company may terminate these Terms and all of its rights hereunder by providing written notice during the trial; otherwise, these Terms continue for the Initial Service Term (as defined in the applicable Plan) subject to earlier termination as provided herein.

3. Restrictions and Responsibilities

3.1 Company will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover source or object code or underlying structure, ideas, know-how, or algorithms relevant to the Services; modify, translate, or create derivative works based on the Services except as expressly permitted; use the Services for timesharing or service bureau purposes; or remove proprietary notices. For Software provided for Company premises or devices, Andromeda Intelligence grants a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

3.2 Company may not remove or export from India, or allow the export or re-export of, the Services or related items in violation of restrictions, laws, or regulations of India, the United States, or other applicable jurisdictions. The Software and documentation are “commercial items” as defined in FAR section 2.101, and use by the U.S. Government is governed solely by these Terms.

3.3 Company represents and warrants that it will use the Services in compliance with Andromeda Intelligence's policies and all applicable laws and regulations. Company agrees to indemnify Andromeda Intelligence against claims arising from violation of the foregoing or Company's use of the Services. Andromeda Intelligence may monitor use and prohibit any activity believed to violate these Terms.

4. Confidentiality; Proprietary Rights

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical, or financial information (“Proprietary Information”). The Receiving Party agrees to take reasonable precautions to protect such information and not to use or disclose it except as permitted herein. These obligations do not apply after five years or to information that becomes public, was already known, is rightfully received without restriction, or is independently developed without use of Proprietary Information. Information security obligations for Company Data continue as long as Andromeda Intelligence possesses or controls such data.

4.2 Company owns all rights in Company Data and data based on or derived from it provided as part of the Services. Andromeda Intelligence owns all rights in the Services, Software, improvements, related technology, and associated intellectual property.

4.3 Andromeda Intelligence may collect and analyze data relating to the use and performance of the Services and may use such data to improve Services and for other business purposes, provided disclosure is in aggregate or de-identified form.

5. Payment of Fees

5.1 Company will pay the applicable fees described in the Plan (“Fees”). Usage beyond plan capacity may incur additional fees. Andromeda Intelligence may change Fees at the end of the Initial Service Term or renewal term with thirty (30) days’ prior notice. Billing disputes must be raised within 60 days of the billing statement.

5.2 If invoiced, payment is due within thirty (30) days of the invoice date. Unpaid amounts accrue finance charges of 1.5% per month (or the maximum permitted by law) plus collection expenses and may result in termination. Company is responsible for all taxes associated with the Services other than Indian taxes based on Andromeda Intelligence’s net income.

6. Term and Termination

6.1 This Agreement begins on the Plan's start date and renews for terms of equal duration unless either party gives thirty (30) days’ notice before the end of the current term.

6.2 Either party may terminate upon thirty (30) days’ notice (ten (10) days for nonpayment) if the other materially breaches these Terms. Upon termination, Company will pay for Services through the termination date. Andromeda Intelligence will make Company Data available for thirty (30) days for retrieval before deleting it. Sections that should survive termination (including confidentiality, payment obligations, disclaimers, and limitations of liability) will remain in effect.

7. Warranty and Disclaimer

Andromeda Intelligence will use reasonable efforts consistent with industry standards to maintain the Services and perform implementation services in a professional manner. Services may be unavailable during maintenance or events beyond reasonable control. Andromeda Intelligence does not warrant uninterrupted or error-free operation and disclaims all implied warranties, including merchantability, fitness for a particular purpose, and noninfringement.

8. Indemnity

Company will indemnify and hold Andromeda Intelligence and its affiliates, officers, employees, agents, partners, and licensors harmless from claims, including reasonable attorneys’ fees, arising out of use of the Services, violation of these Terms, or violation of any rights of another.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ANDROMEDA INTELLIGENCE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR (A) LOSS OF DATA, INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES; (B) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) MATTERS BEYOND ITS REASONABLE CONTROL; OR (D) AMOUNTS EXCEEDING THE FEES PAID BY COMPANY IN THE 12 MONTHS PRIOR TO THE ACT GIVING RISE TO LIABILITY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Governing Law and Dispute Resolution

10.1 These Terms are governed by the laws of India. The parties submit to the exclusive jurisdiction of courts located in Bengaluru, Karnataka.

10.2 Disputes unresolved after thirty (30) days of good-faith negotiations shall be settled by arbitration under the Indian Arbitration and Conciliation Act, 1996. Arbitration will occur in Bengaluru, Karnataka, in English, before a single arbitrator. The arbitrator's award is final and binding.

11. Miscellaneous

11.1 If any provision is unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will remain in full force.

11.2 Company may not assign this Agreement without prior written consent. Andromeda Intelligence may assign without consent.

11.3 This Agreement, together with any incorporated agreements, is the entire agreement between the parties.

11.4 No agency, partnership, joint venture, or employment is created by this Agreement, and Company may not bind Andromeda Intelligence.

11.5 Notices will be in writing and deemed delivered when received, when electronically confirmed, the day after being sent for next-day delivery, or upon receipt by certified mail.