Terms & Conditions

These standard Terms and Conditions of Business (“Terms”) apply to any and all agreements between Punon Technologies Pvt. Ltd. (“Punon Technologies”, “Company”, “we”, “us” or “our”) and its customers (“Customer”, “you” or “your”) concerning the delivery and provision of its Products and/or Services.

These Terms particularly apply to:

• Software and related Products
• Software Updates and Upgrades
• Managed Services
• Software-related Services
• Other Products and Services provided by Punon Technologies Pvt. Ltd.

These Terms shall also apply to future agreements between Punon Technologies Pvt. Ltd. and the Customer unless otherwise expressly agreed in writing.

In addition to these Terms, the applicable End User License Agreement (EULA) shall apply to the use of Products and the applicable Service Level Agreement (SLA) shall apply to Services.

In case of conflict between these Terms and an applicable EULA and/or SLA, these Terms shall prevail unless a specific provision of the applicable EULA or SLA is more favorable to Punon Technologies Pvt. Ltd.

These Terms shall prevail over any proposed terms and conditions of the Customer unless Punon Technologies Pvt. Ltd. has expressly agreed to such terms in writing.

Punon Technologies Pvt. Ltd. reserves the right to change, update, amend or modify these Terms from time to time.

Where applicable, such changes may be communicated to the Customer by email or through the Company's designated website/platform.

The Customer may object to notified changes within the applicable objection period. The objection period is four (4) weeks following receipt of notification. If the Customer does not object within this period, the changes shall be deemed accepted.

If the Customer objects within the applicable period, the agreement shall continue under the existing Terms or Punon Technologies Pvt. Ltd. may, at its discretion, terminate the applicable licenses or agreements, subject to applicable law.

All objections, notifications and other correspondence relating to these Terms should be sent to Punon Technologies Pvt. Ltd. at its designated contact address.

The presentation of Punon Technologies Pvt. Ltd.'s Products and Services on websites, prospectuses, catalogues, brochures or other promotional materials is for informational purposes only. Such presentation does not constitute an express or implied warranty or a binding offer.

A legally binding agreement shall be concluded only when:

1. The Customer places an order; and
2. Punon Technologies Pvt. Ltd. accepts the order through written confirmation, including email, or provides one or more Products or Services to the Customer.

Provision may include, where applicable:

• Download of Software
• Provision of a Software Key
• Provision of Login credentials
• Activation of a Product
• Provision of a Service

All accepted orders shall be subject to these Terms and the applicable EULA and/or SLA.

Where the Customer has a statutory right to withdraw from or terminate an agreement and validly exercises that right within the applicable statutory period, the relevant EULA and/or SLA shall terminate accordingly.

Where required by applicable law, Punon Technologies Pvt. Ltd. shall refund applicable fees on a pro-rata basis in accordance with the relevant statutory provisions.

Any deviation from or modification of these Terms must be expressly agreed between the parties in writing.

The applicable EULA and SLA, together with these Terms, shall define the Customer's rights to use Punon Technologies Pvt. Ltd.'s Products and/or Services.

Upon payment of the agreed Fee, the Customer shall receive the applicable rights of use specified in the relevant License.

For Software for which an Update Service is available, the License includes:

• A non-exclusive right to use the Software during the License Term.
• A non-transferable right to use the Software, except where transfer is expressly permitted.
• A right to access the applicable Update Service during the paid License Term.

For Managed Services and Software for which no Update Service is provided, the License includes a non-exclusive and non-transferable right to use the relevant Service or Software during the paid License Term.

All title and intellectual property rights in the Products and Services, including rights relating to:

• Publication
• Reproduction
• Processing
• Translation
• Modification
• Distribution
• Other exploitation

shall remain with Punon Technologies Pvt. Ltd. or its applicable licensors.

Upon withdrawal, rescission or termination of an agreement, the Customer's License shall automatically terminate unless otherwise required by applicable law.

The Customer shall no longer have the right to access or use the relevant Products or Services and shall no longer receive applicable Updates or Upgrades.

Where required, the Customer shall delete or dispose of Software and associated copies and data. Punon Technologies Pvt. Ltd. may request written confirmation that the Software has been deleted.

The Customer shall comply with these Terms and all applicable EULA and SLA provisions when using Software and/or Managed Services.

Unless expressly permitted by the applicable License or applicable law, the Customer shall not:

• Reproduce the Software.
• Transfer the Software.
• Decompile the Software.
• Reverse engineer the Software.
• Disassemble the Software.
• Attempt to obtain source code.
• Circumvent technical protection mechanisms.
• Use the Software beyond the permitted License scope.

Where applicable law permits reverse engineering for interoperability purposes, the Customer should first contact Punon Technologies Pvt. Ltd. for the information necessary to achieve interoperability.

Software without a Multiple Use License shall generally be limited to use on one Computer or supported device.

If the Customer changes the Computer or device, the Software must be removed from the previous Computer before being installed on another Computer, subject to the applicable License.

Multiple Use shall be permitted only where the Customer has purchased and received the relevant number or type of Licenses.

Unless expressly permitted, the Customer shall not allow simultaneous or multiple use of the same Login to access Managed Services.

Punon Technologies Pvt. Ltd. reserves the right to take appropriate legal action against unauthorized use, including seeking injunctive relief and damages where available under applicable law. Unauthorized use may also result in legal or criminal consequences where applicable.

Where Products or Services are provided to a Reseller for resale, the Reseller may transfer the applicable License to a third party only to the extent permitted by the relevant License and these Terms.

Where applicable, serial numbers, License numbers, OTCs or Logins issued by Punon Technologies Pvt. Ltd. shall be included in the relevant invoice or transaction documentation.

The Reseller shall not grant its Customers rights that are different from or greater than those permitted under these Terms, the applicable EULA or SLA.

The Reseller shall not reproduce Products or Services, in whole or in part, including for unauthorized backup or distribution.

These Terms are intended to apply to the Apps and Products offered by Punon Technologies Pvt. Ltd.

Punon Technologies Pvt. Ltd.'s delivery obligations shall be governed by:

1. The applicable order confirmation;
2. These Terms;
3. The applicable EULA; and
4. The applicable SLA.

Punon Technologies Pvt. Ltd. may provide partial deliveries where such delivery is reasonable and does not materially impair the Customer's interests.

Reasonable deviations between delivered Products or Services and documentation may be permitted where the performance of the Product or Service is not materially and adversely affected.

Punon Technologies Pvt. Ltd. reserves the right to make technical changes that:

• Improve functionality;
• Improve performance;
• Improve operability; or
• Are necessary for continued operation of the Product or Service.

Where an ordered Product or Service is replaced by a newer Product or Service that performs equally well or better, Punon Technologies Pvt. Ltd. may provide the newer Product or Service instead, subject to applicable law and the relevant agreement.

Where physical Products are shipped at the Customer's request, risk of damage or loss passes to the Customer upon release for shipment.

For Software delivered by download, risk passes upon receipt of the necessary Software Key.

If delivery is delayed beyond the confirmed date, the Customer shall generally provide a reasonable grace period before asserting claims for late performance. The minimum grace period is three weeks.

Where delivery is prevented by circumstances beyond the reasonable control of Punon Technologies Pvt. Ltd., including force majeure, strikes, transport restrictions, plant closures or internet unavailability, either party may, subject to the stated notice requirements and applicable law, rescind the agreement.

Unless otherwise expressly agreed:

• Fees shall be payable by the Customer as specified in the applicable order or agreement.
• Applicable taxes, including statutory taxes, shall be borne by the Customer where applicable.
• Payments shall be due within the payment period specified in the applicable invoice or agreement.
• Any applicable payment processing, shipping or related charges shall be payable as specified in the relevant transaction.

Where the Customer defaults on payment, Punon Technologies Pvt. Ltd. may demand applicable contractual or statutory default interest, subject to applicable law.

Where payment remains outstanding, Punon Technologies Pvt. Ltd. may suspend or withhold applicable Products, Services, Updates or Upgrades, subject to applicable law and the relevant agreement.

The Customer may only set off claims against amounts owed to Punon Technologies Pvt. Ltd. where such claims are uncontested, finally determined or otherwise permitted by applicable law.

The Customer is responsible for properly using the Software and Services.

Where applicable, proper use requires receipt of a valid Software Key or Login from Punon Technologies Pvt. Ltd. or an authorized Reseller.

The Customer is responsible for installing applicable Updates and Upgrades. Failure to install current Updates or Upgrades may materially affect the security, functionality or protective capabilities of Software.

The Customer shall:

• Keep Software appropriately updated.
• Familiarize itself with key Software functions.
• Ensure that the Software or Service meets its individual requirements.
• Maintain a suitable hardware and software environment.
• Maintain regular backups of its data.
• Follow installation and operational instructions provided by Punon Technologies Pvt. Ltd.
• Install Software at its own cost unless otherwise agreed.
• Promptly report alleged or potential defects.
• Keep its email address and contact information up to date.
• Follow applicable security-related instructions.

Punon Technologies Pvt. Ltd. shall not be responsible for damages arising from the Customer's failure to maintain accurate contact information where such information is necessary for the Company to communicate security-related or other important information.

Unless expressly agreed otherwise, Products and Services provided by Punon Technologies Pvt. Ltd. shall reasonably conform to material product information and specifications provided by the Company, including applicable documentation.

Punon Technologies Pvt. Ltd. does not warrant that Products or Services will be suitable for every particular purpose or individual requirement.

The Customer acknowledges that, due to the current state of technology:

• Software errors cannot be completely excluded.
• No Software can guarantee detection of every existing virus or form of Malware.
• Software performance may depend on operating systems, hardware, networks, third-party services and other technical factors.

Failure to install required Updates or Upgrades may affect applicable warranties.

11.1 High-Risk Activities

The Customer shall not use Products or Services in high-risk activities where failure of the Software could result in:

• Loss of life;
• Injury to persons;
• Significant property damage;
• Environmental damage; or
• Other substantial harm.

Examples include:

• Nuclear facilities;
• Weapon systems;
• Aviation navigation or communication systems;
• Air traffic control;
• Life-support systems;
• Pharmaceutical production;
• Food production;
• High-availability or other high-risk industrial systems.

Punon Technologies Pvt. Ltd. does not warrant or guarantee that its Products are suitable for such high-risk applications.

Where applicable and subject to the relevant License, the Customer must promptly notify Punon Technologies Pvt. Ltd. of defects.

For eligible perpetual, fully paid licenses, notified defects may be corrected at the Company's choice through:

• Repair;
• Provision of an error-free substitute Product.

Applicable correction costs shall be borne by the Company in the circumstances described in the relevant agreement.

If a defect cannot be corrected within a reasonable period, or repair/substitution fails, the Customer may, where applicable:

• Request a proportional reduction of the Fee; or
• Terminate the agreement where the defect is material.

Any applicable damage claims shall remain subject to the limitation provisions of these Terms.

For fully paid Software licenses granted for a specific term, defect correction is provided during the stated warranty period, subject to the conditions specified in the relevant agreement.

The Customer shall generally provide Punon Technologies Pvt. Ltd. with a reasonable opportunity to correct a defect before terminating an agreement because of such defect.

Unless otherwise expressly agreed, no warranty is provided for Freeware or other Products and Services provided free of charge, except to the extent required by applicable law.

The same principle applies to Shareware where there is no agreement for unconditional provision of a Software Key or Login against payment.

Nothing in these Terms shall limit any statutory rights that cannot lawfully be excluded.

The Customer shall not be entitled to access or demand access to the source code of Software or Managed Services unless expressly permitted by law or by a written agreement.

If a third party makes a claim against the Customer alleging that a Product or Managed Service infringes intellectual property rights, the Customer shall promptly notify Punon Technologies Pvt. Ltd. and provide relevant documents or correspondence.

The Company's liability for certain intellectual property infringement-related losses is limited to the cost of the Software or Services provided, subject to applicable law.

For eligible perpetual licenses provided to Entrepreneurs, warranty claims for product defects lapse after one year from commencement of the License Term.

Subject to applicable law, Punon Technologies Pvt. Ltd. shall be liable for damages arising from intentional or grossly negligent conduct only to the extent specified in the applicable agreement and law.

Liability is limited to amounts paid by the Customer during the twelve months immediately preceding the claim.

The limitations of liability shall also apply, where legally permissible, to representatives of Punon Technologies Pvt. Ltd., including:

• Directors;
• Legal representatives;
• Employees; and
• Other agents.

Nothing in these Terms shall exclude or limit liability that cannot legally be excluded or limited.

Punon Technologies Pvt. Ltd. shall retain title in Products and goods supplied as part of Services until full payment has been received, to the extent applicable.

If the Customer fails to make required payment, Punon Technologies Pvt. Ltd. may demand return of applicable Products, subject to applicable law.

If the Customer resells Products or Services before fully paying Punon Technologies Pvt. Ltd., receivables arising from such resale may be assigned to Punon Technologies Pvt. Ltd., subject to applicable law.

Where Products or Services are supplied together with other items, any assignment of receivables shall be limited to the value attributable to the Products or Services supplied by Punon Technologies Pvt. Ltd.

Punon Technologies Pvt. Ltd. may disclose such assignment or require the Customer to notify the relevant debtor where legally permitted.

The Customer shall formally assign such receivables where required by the Company and permitted by applicable law.

Where Punon Technologies Pvt. Ltd. has a lawful right to demand return of a Product because of non-payment or another contractual reason, such demand shall not automatically constitute rescission or termination of the agreement unless the Company expressly states otherwise.

The Customer's right to use the applicable Product or Service shall lapse upon a valid demand for return where provided under the agreement.

Any backup copies made by the Customer for its own use shall be returned or deleted as required by the applicable agreement and law.

If any provision of these Terms is determined to be invalid, ineffective or unenforceable, the remaining provisions shall remain valid and enforceable to the maximum extent permitted by law.

Any official permits required for the transportation, purchase or use of Products and Services in the destination country shall be the responsibility of the Customer unless otherwise agreed.

The Customer shall comply with applicable laws and regulatory requirements relating to its use of the Products and Services.

The Customer is responsible for ensuring that the Products and Services are used:

• In accordance with these Terms;
• In accordance with the applicable EULA and SLA;
• For lawful purposes;
• Within the scope of the purchased License;
• Without infringing the rights of third parties.

The Customer is also responsible for maintaining appropriate backups and security practices for its own data.

Punon Technologies Pvt. Ltd. may maintain a Product lifecycle determining:

• Supported operating systems;
• Compatible hardware;
• Supported versions;
• Availability of Updates and Upgrades;
• End of support periods.

Products may not remain compatible with operating systems or environments that are outside the applicable product lifecycle or after the relevant support period has expired.

These Terms, together with the applicable:

• Order confirmation;
• EULA;
• SLA;
• License terms; and
• Other expressly incorporated contractual documents

constitute the applicable contractual framework between Punon Technologies Pvt. Ltd. and the Customer.

Any amendment or deviation should be agreed in writing.

Nothing in these Terms is intended to remove, restrict or exclude any rights or protections that cannot legally be excluded under applicable consumer protection or other mandatory laws.

Where applicable law provides rights or remedies that differ from these Terms, those mandatory legal rights shall apply.

For questions, concerns, support requests or notices relating to these Terms and Conditions, please contact: