(May be updated from time to time by INDICUS)
INDICUS SOFTWARE PVT LTD ("INDICUS"), HAS DEVELOPED GRAPHX™, AN AI-ORCHESTRATION, AGENTIC AUTOMATION, APPLICATION GENERATION, WORKFLOW ORCHESTRATION, ENTERPRISE INTEGRATION, MCP INTEGRATION, A2A INTEROPERABILITY, AND INTELLIGENT ENTERPRISE OPERATING PLATFORM.
THIS SOFTWARE TOGETHER WITH CLOUD SERVICES, AI AGENTS, APIS, BROWSER EXTENSIONS, MCP CONNECTORS, A2A INTEGRATIONS, DOCUMENTATION, TRAINING MATERIALS, GENERATED APPLICATIONS, ANALYTICS, WORKFLOWS, TEMPLATES, DEPLOYMENT COMPONENTS, READY-TO-USE SOLUTIONS, LIBRARIES, CONNECTORS, AND RELATED SERVICES PROVIDED BY INDICUS ARE REFERRED TO AS THE "LICENSED SOFTWARE", AND ARE LICENSED UNDER THESE TERMS OF USE.
GraphX ecosystem including orchestration engines, contextual AI systems, deployment runtimes, APIs, browser extensions, connectors, dashboards, semantic retrieval systems, workflow engines, orchestration runtimes, analytics systems, AI agents, contextual intelligence systems, and related infrastructure developed by INDICUS.
Features powered by machine learning systems, LLMs, AI agents, orchestration systems, semantic search, contextual AI, autonomous execution systems, and related artificial intelligence technologies.
Any generated content, workflows, applications, recommendations, code, orchestration sequences, dashboards, analytics, automations, generated applications, or related outputs generated through GraphX.
Any software, workflows, dashboards, automations, orchestrations, enterprise applications, or AI-powered systems developed by INDICUS using GraphX.
Tutorials, videos, onboarding material, templates, documentation, implementation guides, and sample applications provided by INDICUS.
Any enterprise, institution, government organization, entity, or individual using GraphX or Products developed using GraphX.
Any application, workflow, integration, orchestration, automation, dashboard, software component, or service developed using GraphX.
Any authorized reseller, implementation partner, consultant, cloud provider, OEM partner, distributor, or system integrator authorized by INDICUS.
Provision of access to the Licensed Software for a defined term.
Duration for which Licensee is authorized to use the Licensed Software.
Any commercial agreement, order form, online subscription, invoice, statement of work, or legal purchasing document accepted by INDICUS.
The Licensed Software comprises software binaries, orchestration engines, AI agents, APIs, browser extensions, dashboards, deployment runtimes, connectors, generated workflows, templates, orchestration logic, analytics modules, semantic retrieval systems, contextual AI systems, generated applications, database scripts, configuration files, and associated software components.
Subject to these Terms, INDICUS grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install, access, configure, deploy, and use the Licensed Software solely for internal business purposes during the Subscription Term.
GraphX may be deployed in:
The Licensed Software is licensed and not sold.
Licensee shall not:
INDICUS reserves the right to modify, suspend, discontinue, update, enhance, or replace any part of the Licensed Software due to:
Licensee shall:
Licensee may be entitled to technical support, maintenance, upgrades, updates, and service-level commitments as specified in applicable Purchase Orders, support plans, or subscription agreements.
Licensee agrees to pay all applicable subscription fees, support fees, implementation charges, taxes, and related commercial charges specified in applicable agreements.
Failure to pay fees may result in suspension or termination of access to the Licensed Software.
INDICUS retains ownership of:
Customer retains ownership of:
Licensee may publish capabilities, agents, workflows, and patterns ("Creator Content") to the GraphX Intelligence Marketplace ("Marketplace").
Creator Content ownership remains with the Licensee who created it. By publishing to the Marketplace, Licensee grants INDICUS a non-exclusive, worldwide license to distribute, display, and sublicense such Creator Content to other Marketplace users under terms set by the creator.
Revenue generated from Marketplace usage shall be shared between INDICUS and the creator as specified in the applicable Purchase Order or Marketplace participation agreement.
Creators may delist or withdraw Creator Content from the Marketplace at any time. Existing deployments using such content under active licenses shall continue for the duration of those licenses.
Marketplace users shall not reverse-engineer, decompile, copy, or create derivative works from Creator Content accessed via the Marketplace.
INDICUS may use anonymized, aggregated usage patterns from Marketplace activity for platform improvement purposes only, provided no Creator Content or proprietary logic is disclosed.
Both parties agree to maintain confidentiality of proprietary and confidential information using commercially reasonable care.
"Confidential Information" means non-public technical, business, financial, or operational information disclosed by either party, including Customer Data, platform architecture, pricing, and agent configurations. Standard exclusions (publicly known, independently developed, lawfully obtained from third parties) apply.
GraphX enforces strict multi-tenant isolation. Tenant A's data, capabilities, agent configurations, and query results are never accessible to Tenant B.
Customer Data shall not be used by INDICUS for training or improving AI models, or for any purpose other than providing the Licensed Software, unless the Licensee provides explicit written opt-in consent.
Data residency: Customer Data remains within the deployment jurisdiction selected by Licensee. No cross-border transfer unless expressly authorized.
In the event of a security breach affecting Customer Data, INDICUS shall notify the affected Licensee within seventy-two (72) hours of confirmed discovery.
Upon termination, Licensee may export all Customer Data in machine-readable format. INDICUS shall delete Customer Data within thirty (30) days of termination unless retention is required by law.
For regulated industries, INDICUS shall execute a separate Data Processing Addendum (DPA) upon Licensee's reasonable request.
GraphX may contain third-party software, APIs, open-source components, LLM integrations, cloud services, and external services governed by separate terms.
General feedback regarding platform functionality provided by Licensee may be used by INDICUS without restriction or compensation. Feedback that contains Licensee's Confidential Information shall remain subject to confidentiality obligations under Section 6.2.
Licensee is responsible for conducting independent security assessments and compliance validations. No software or AI system is fully secure.
GraphX may collect telemetry, operational data, diagnostics, and usage analytics unless otherwise agreed.
Such information may be used for:
GraphX may process prompts, workflows, uploaded content, orchestration logic, analytics, integrations, contextual information, and Customer Data to provide AI Services.
Generated Outputs:
Licensee remains solely responsible for:
GraphX may support:
AI Services are probabilistic systems and may not always produce accurate, reliable, secure, or suitable outputs.
INDICUS shall not be liable for:
Where GraphX is deployed in cross-enterprise configurations (via XENT or equivalent), each participating enterprise retains full governance authority over its own graph nodes.
Permission policies (read, write, query, subscribe) for cross-enterprise nodes are set exclusively by the data-owning enterprise. The data-consuming enterprise may not override, escalate, or bypass these permissions.
INDICUS provides the technical enforcement mechanism for cross-enterprise access control but does not determine or override tenant-set policies.
All cross-enterprise queries, agent actions, and data access events are logged in audit trails accessible to both the data-owning and data-consuming enterprises.
Sharing a graph node in a cross-enterprise configuration does not transfer ownership, grant sublicense rights, or create any implied license beyond the permissions expressly configured by the data owner.
Liability for unauthorized cross-enterprise access arising from misconfigured permissions shall rest with the enterprise that configured such permissions, provided INDICUS has maintained commercially reasonable enforcement of access control mechanisms.
THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE."
INDICUS DISCLAIMS ALL WARRANTIES INCLUDING:
INDICUS DOES NOT WARRANT THAT:
INDICUS SHALL NOT BE LIABLE FOR:
AI-generated outputs may not reflect human judgment and require human review and validation.
TOTAL LIABILITY SHALL NOT EXCEED FEES PAID BY LICENSEE DURING THE PRECEDING TWELVE (12) MONTHS or USD 5.00 WHICHEVER IS LESS.
Licensee shall establish safeguards, governance controls, operational procedures, and monitoring systems to ensure safe and lawful use of systems connected to GraphX.
GraphX shall not be used in:
Licensee shall indemnify and hold harmless INDICUS from claims arising out of:
INDICUS may suspend or terminate access for:
Upon termination:
Licensee shall not remove or alter GraphX or INDICUS branding unless expressly authorized in writing.
White-labeled deployments may be permitted under separate commercial agreements.
Licensee agrees to comply with all applicable export control laws, sanctions regulations, and trade restrictions.
Unauthorized use or disclosure of Licensed Software may cause irreparable harm to INDICUS.
Failure to enforce any provision shall not constitute waiver.
These Terms shall be governed by the laws of India. Courts located in Pune, Maharashtra, India shall have exclusive jurisdiction.
Clauses relating to confidentiality, ownership, warranties, limitation of liability, indemnification, and governing law shall survive termination.
INDICUS shall not be liable for delays or failures caused by events beyond reasonable control including cyberattacks, infrastructure failures, pandemics, government actions, and network outages.
Disputes shall be resolved through arbitration in Pune, India under applicable Indian arbitration laws.
If any provision is held invalid, remaining provisions shall remain enforceable.
INDICUS shall provide at least thirty (30) days' advance notice of material changes. Continued use of GraphX after the notice period constitutes acceptance. Licensee may terminate within the notice period if changes are materially adverse.
Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.
Licensee shall have the right to export all Customer Data, customer-created workflows, customer-created applications, Creator Content, and associated metadata in machine-readable format at any time during the Subscription Term and for thirty (30) days following termination.
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