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Terms & Conditions

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THIS 1UPVMS TERMS OF USE AGREEMENT (“AGREEMENT”) CONTAINS THE TERMS FOR USE OF THE SERVICES AND IS BETWEEN DATAPEACE AI TECHNOLOGIES PRIVATE LIMITED (“1UPVMS” or “Company”), HAVING ITS REGISTERED OFFICE AT B1/H3, Mohan Cooperative Industrial Area, Mathura Road, Block B, New Delhi, Delhi 110044, AND THE PARTY AGREEING TO THE

TERMS OF THIS AGREEMENT AND ITS AFFILIATES (“CUSTOMER”).

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CLICKING AN “ACCEPT” OR SIMILAR BUTTON, OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. CUSTOMER MAY NOT USE THE SERVICES WITHOUT AGREEING TO THIS AGREEMENT FIRST.
 

IF A WRITTEN AGREEMENT REGARDING CUSTOMER’S USE OF THE SERVICES EXISTS BETWEEN 1UPVMS AND CUSTOMER, THE TERMS OF THAT WRITTEN AGREEMENT SHALL TAKE PRECEDENCE OVER THIS AGREEMENT.

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1. Definitions
 

“Affiliate” means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common control with such party.

“Confidential Information” has the meaning set forth in Section 8.
 

“Control” means ownership or control, directly or indirectly, of more than 50% of the voting interests of the subject entity.

“Customer Equipment” means Customer’s and its Affiliates’ computer hardware, software, and network infrastructure used to access the Services.

“Customer Data” means data, text, files, and other information that Customer inputs, uploads, or provides to the Services or that
1UPVMS processes on Customer’s behalf in connection with providing the Services.
 

“Documentation” means the official 1UPVMS product documentation describing the Services licensed by Customer.

“Effective Date” means the date this Agreement or an Order Form referencing this Agreement is first executed.

“Hardware” means any tablets, devices, printers, tablet stands, and similar equipment provided by 1UPVMS, if listed in an Order Form.

“Order Form” means an order for the Services signed by Customer and 1UPVMS or an authorized Reseller.

“Reseller” means a reseller authorized in writing by 1UPVMS to provide the Services on behalf of 1UPVMS.

“Services” means any 1UPVMS cloud platform, downloadable software, and APIs licensed by 1UPVMS to Customer, including all updates, as further described in the Documentation and applicable Order Forms.

“Support” has the meaning set forth in Section 6.

“Taxes” means any local, state, or foreign taxes, levies, duties, or similar governmental assessments, including GST, VAT, or withholding taxes.

“Term” means the duration applicable to each Service specified in an Order Form or, if not specified, twelve (12) months commencing from the effective date of the Order Form.

“Updates” means any updates, upgrades, or enhancements that 1UPVMS makes generally available to customers of the same version of the Services.

“Users” means Customer’s and its Affiliates’ employees, agents, contractors, and consultants authorized by Customer to use the Services.

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2. Terms of the Services and Hardware
 

2.1 Subject to this Agreement, 1UPVMS grants Customer a non-exclusive, non-transferable (except as expressly permitted) license to access, use, and install (for downloadable portions) the Services listed in an Order Form during the Term. Use of the Services is subject to the restrictions and limitations outlined in the Documentation and applicable Order Form.

2.2 Example materials provided with the Services (such as sample visitor policies or templates) are for informational purposes only. Customer is solely responsible for ensuring its own legal compliance and customization of such materials.

2.3 1UPVMS may collect and analyze data related to the use and performance of the Services for the purposes of improving its offerings. Such data will only be used or disclosed in aggregated or de-identified form.

2.4 If 1UPVMS provides Hardware as part of an Order Form, it shall pass through all applicable manufacturer warranties. Shipping and return terms shall follow the purchase policy at the time of order.

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3. Customer Responsibilities
 

3.1 Customer is responsible for:
(i) all activities under its User accounts,
(ii) maintaining its own hardware, network, and related infrastructure, and
(iii) obtaining any third-party software or licenses needed to use the Services.

3.2 Customer shall use the Services solely for internal business purposes and in compliance with all applicable laws. Customer shall not:

resell or sublicense the Services; use the Services to process or transmit unlawful or infringing material; attempt unauthorized access to the Services; modify, copy, or reverse-engineer any part of the Services; use the Services for benchmarking or developing a competitive product.
 

4. Ownership
 

4.1 Customer retains ownership of its own Customer Data. 1UPVMS retains ownership of the Services, related technology, and materials developed during Support. 1UPVMS is not liable for any data stored or collected by end-users after purchasing the Service.

4.2 Suggestions or feedback provided by Customer may be freely used by 1UPVMS for product improvement.

4.3 This service is intended only for Indian nationals residing in India.

4.4 For queries related to personal data or privacy, contact info@1upvms.com.

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5. Fees and Payment

5.1 Fees are stated in the Order Form. Unless otherwise specified, payment is due within 30 days of electronic delivery of the Services.

5.2 Fees are non-cancelable and non-refundable, except where expressly stated. Failure to pay may result in suspension of access.

5.3 Customer must notify 1UPVMS if usage exceeds licensed limits. Additional fees will be billed accordingly.

5.4 Fees exclude Taxes. Customer is responsible for all applicable Taxes except those based on 1UPVMS’s income.

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6. Support

As long as Customer is current on payments, 1UPVMS shall provide Support in accordance with its standard service levels and policies.

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7. Warranties

7.1 Each party warrants that it has the legal right to enter this Agreement and will comply with applicable laws.

7.2 1UPVMS warrants that the Services will substantially conform to their Documentation. If non-conforming, 1UPVMS may repair, replace, or refund affected Services as the sole remedy.

7.3 Except as expressly stated, 1UPVMS provides the Services “as is” without warranties of any kind, including implied warranties of merchantability or fitness for a particular purpose.

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8. Confidentiality and Data Processing

8.1 “Confidential Information” includes any information marked or reasonably understood as confidential, including this Agreement’s terms, business data, technology, and plans.

8.2 Each party agrees to protect the other’s Confidential Information using reasonable care and not to disclose it without written consent.

8.3 If legally compelled to disclose Confidential Information, the Receiving Party shall notify the Disclosing Party (where permitted by law).

8.4 Upon termination, each party shall return or destroy Confidential Information at the Disclosing Party’s request.

Limitation of Liability: In no event shall 1UPVMS be liable for indirect, incidental, punitive, or consequential damages, including lost profits, even if advised of the possibility thereof.

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9. Term and Termination

9.1 This Agreement remains effective until all licenses have expired or been terminated. Order Forms renew automatically unless either party provides 30 days’ prior written notice.

9.2 Either party may terminate this Agreement upon:
(i) 30 days’ notice of a material breach if uncured; or
(ii) immediate notice if the other party becomes insolvent or bankrupt.

9.3 Upon termination, Customer must delete or destroy all copies of the Services and Documentation.

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10. General Provisions

10.1 The parties are independent contractors. No partnership, joint venture, or employment relationship exists.

10.2 Each party may reference the other’s name and logo in client or vendor listings.

10.3 No waiver or amendment shall be valid unless in writing and signed by both parties.

10.4 Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control (e.g., natural disasters, government acts).

10.5 Assignment: Neither party may assign this Agreement without prior written consent, except in the case of merger or acquisition by a non-competitor.

10.6 This Agreement constitutes the entire understanding between the parties and supersedes all prior communications.

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Contact Information

For any questions, concerns, or requests regarding this Agreement, please contact:
📧 info@1upvms.com