# FyxPRO CMMS Subscription Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY USING FYXPRO SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This Subscription Agreement ("Agreement") is entered into as of Effective Date of first use, by and between:

Drivedge Infosolutions Pvt , an enterprise solutions company with its principal place of business at Pune MH India ("Provider"),

and

User Organization("Client").

1. Information We Collect:

1.1 "Agreement" means this Subscription Agreement, including any exhibits, schedules, and amendments.

1.2 "SaaS Product" refers to the FyxPRO CMMS application provided by the Provider as a subscription-based service.

1.3 "Subscription Plan" refers to the specific plan selected by the Client, which outlines the fees, duration, and included services.

1.4 "Free Tier Plan" refers to the free subscription plan of the SaaS Product, subject to the conditions specified in this Agreement.

1.5 "User" refers to any individual authorized by the Client to access and use the SaaS Product under this Agreement.

1.6 "Confidential Information" means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

2. Grant of License

2.1 The Provider grants the Client a non-exclusive, non-transferable right to access and use the SaaS Product during the term of this Agreement, subject to the terms and conditions of this Agreement.

3. Subscription Term and Renewal

3.1 The initial term of this Agreement shall commence on the Effective Date and continue for a period as per subscription plan selected by the client. ("Initial Term").

3.2 Upon expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of each (each a "Renewal Term") unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

4. Fees and Payment

4.1 The Client agrees to pay all fees specified in the Subscription Plan selected by the Client. Payment terms are net 15 days from the date of invoice and/or to be paid at least 15 days prior to successive Renewal Term date.

4.2 All fees are non-refundable, except as expressly stated otherwise in this Agreement.

4.3 The Provider reserves the right to change the fees for the Subscription Plan upon 30 days ' prior written notice to the Client. Fee changes will become effective at the start of the next Renewal Term.

5. Free Tier Plan Conditions

5.1 Eligibility: The Free Tier Plan is available to new clients only and is limited to one account per organization.

5.2 Duration: The Free Tier Plan is valid for an initial period of 2 months, after which the Client may choose to upgrade to a paid Subscription Plan or terminate the use of the SaaS Product.

5.3 Limitations: The Free Tier Plan includes the following limitations:

- Maximum of 5 Users.

- Limited storage of 5GB.

- Access to basic features only, with no access to premium features.

5.4 Upgrade: The Client may upgrade from the Free Tier Plan to a paid Subscription Plan at any time by contacting the Provider.

5.5 Termination: The Provider reserves the right to terminate the Free Tier Plan at any time for any reason, with 7 days' notice to the Client.

6. Number of Users

6.1 The Client is authorized to allow up to 5 Users to access and use the SaaS Product as per the selected Subscription Plan.

6.2 The Client may add additional Users by upgrading the Subscription Plan and paying the corresponding fees.

7. Client Responsibilities

7.1 The Client shall be responsible for providing accurate, complete, and current information necessary for the Provider to deliver the SaaS Product.

7.2 The Client agrees to use the SaaS Product in compliance with all applicable laws and regulations.

7.3 The Client shall not:

a) sublicense, sell, lease, or otherwise transfer its rights under this Agreement,

b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the SaaS Product,

c) use the SaaS Product to build a competitive product or service.

8. Provider Responsibilities

8.1 The Provider shall provide the SaaS Product in accordance with the service levels set forth in Exhibit A (Service Level Agreement).

8.2 The Provider shall maintain the security of the Client's data in accordance with the security standards set forth in Exhibit B (Data Security Standards).

9. Support and Maintenance

9.1 The Provider will provide support and maintenance services as described in Exhibit C (Support and Maintenance Terms).

10. Confidentiality

10.1 Each party agrees to protect the other party's Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

10.2 Confidential Information does not include information that:

a) is or becomes publicly known through no act or omission of the receiving party,

b) was in the receiving party's lawful possession prior to the disclosure,

c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure,

d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

11. Intellectual Property

11.1 The Provider retains all rights, title, and interest in and to the SaaS Product, including all related intellectual property rights.

11.2 The Client is granted no rights to the SaaS Product other than as expressly set forth in this Agreement.

12. Use of Client's Logo

12.1 The Client grants the Provider the right to use the Client’s logo and name on the Provider’s website and other marketing materials to identify the Client as a user of the SaaS Product.

13. Limitation of Liability

13.1 In no event shall either party be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits or revenues, lost data, or business interruption, arising out of or in connection with this Agreement or the use or inability to use the SaaS Product.

13.2 The total cumulative liability of each party arising out of or in connection with this Agreement shall not exceed the total amount paid by the Client to the Provider under this Agreement during the twelve (12) months preceding the event giving rise to the liability.

14. Termination

14.1 Either party may terminate this Agreement for cause if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

14.2 Upon termination of this Agreement, the Client shall cease all use of the SaaS Product and return or destroy all copies of the Provider’s Confidential Information.

15. Governing Law

15.1 This Agreement shall be governed by and construed in accordance with the laws of Maharashtra, India without regard to its conflict of law principles.

16. Dispute Resolution

16.1 Any disputes arising out of or in connection with this Agreement shall be resolved through by way of mutual negotiations and discussions.

17. Entire Agreement

17.1 This Agreement, together with all exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof.

18. Amendments

18.1 Any amendment or modification to this Agreement must be in writing and signed by both parties.

19. Notices

19.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon delivery when sent by certified mail, return receipt requested, to the other party at the address set forth above or such other address as the party may specify in writing.

20. Force Majeure

20.1 Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, natural disasters, governmental orders, or internet service failures.

Exhibit A: Service Level Agreement (SLA)

1. Service Availability

1.1 Uptime Commitment: The Provider commits to providing 99.9% uptime for the SaaS Product each calendar month, excluding scheduled maintenance and any downtime caused by circumstances beyond the Provider's control.

1.2 Downtime: Downtime is defined as any period during which the SaaS Product is unavailable to the Client, excluding scheduled maintenance, emergency maintenance, and issues caused by third-party services or the Client’s actions.

2. Scheduled Maintenance

2.1 Maintenance Window: Scheduled maintenance will occur during the following window: [e.g., Saturdays from 2:00 AM to 4:00 AM UTC].

2.2 Notice: The Provider will provide the Client with at least 2 days' notice prior to any scheduled maintenance that may cause the SaaS Product to be unavailable.

3. Incident Response

3.1 Incident Classification: Incidents are classified based on severity:
- Critical: Complete loss of service.
- High: Major functionality impaired.
- Medium: Minor functionality impaired.
- Low: General issues not impacting functionality.

3.2 Response Times:
- Critical: Response within 2 hours.
- High: Response within 4 hours.
- Medium: Response within 1 business day.
- Low: Response within 3 business days.

Exhibit B: Data Security Standards

1. Data Protection

1.1 Access Controls: Access to the SaaS Product and Client data is restricted based on role-based access control (RBAC). Only authorized personnel shall have access to the data.

2. Compliance

2.1 Regulatory Compliance: The Provider shall comply with all applicable data protection regulations, including but not limited to GDPR, CCPA, and HIPAA, as applicable to the nature of the data and the location of the Client.

2.2 Third-Party Audits: The Provider will undergo regular third-party security audits and provide the Client with summaries of the audit reports upon request.

3. Incident Management

3.1 Incident Detection and Response: The Provider shall implement and maintain procedures for detecting and responding to security incidents, including data breaches.

3.2 Notification: In the event of a data breach affecting the Client’s data, the Provider shall notify the Client within 2 hours of discovering the breach, providing details of the breach and steps taken to mitigate its impact.

4. Data Backup and Recovery

4.1 Backup: The Provider shall perform regular backups of Client data, with backups stored in geographically separate locations.

4.2 Recovery: In the event of data loss, the Provider shall use commercially reasonable efforts to restore data from the most recent backup.

Exhibit C: Support and Maintenance Terms

1. Support Services

1.1 Support Hours: Support is available during the following hours: [e.g., Monday to Friday, 9:00 AM to 6:00 PM UTC].

1.2 Support Channels: Support is provided through the following channels:
- Email: [support email address]
- Phone: [support phone number]
- Online Portal: [support portal URL]

2. Response and Resolution Times

2.1 Response Times: The Provider will respond to support requests based on the severity of the issue, as defined in Exhibit A, Section 3.2

2.2 Resolution Times: The Provider will use commercially reasonable efforts to resolve issues within the following timeframes:
- Critical: Resolution within 4 hours.
- High: Resolution within 1 business day.
- Medium: Resolution within 3 business days.
- Low: Resolution within 7 business days.

3. Maintenance

3.1 Scheduled Maintenance: The Provider will perform scheduled maintenance as described in Exhibit A, Section 2.1.

3.2 Emergency Maintenance: In the event of an urgent issue requiring immediate attention to maintain the security and integrity of the SaaS Product, the Provider may perform emergency maintenance without prior notice. The Provider will make reasonable efforts to inform the Client as soon as possible.

4. Client Obligations

4.1 Support Requests: The Client shall provide sufficient information and cooperation to enable the Provider to diagnose and resolve support issues.

4.2 Designated Contacts: The Client shall designate up to 4 contacts who are authorized to request and receive support from the Provider.