TERMS OF SERVICE (TOS)
Operating Corporate Entity: Infimatrix Technologies Private Limited (India)
1. Acceptance, Corporate Capacity, and License Grant
This Terms of Service (“TOS”) constitutes a binding legal contract between the commercial business user (“Customer”, “You”, or “Your”) and Infimatrix Technologies Private Limited. By executing a digital Service Order, checking the online acceptance box, or connecting your cloud networks to the service, you represent that you possess the explicit legal capacity and corporate authority to bind your organization.
Subject to your strict compliance with these terms and the timely payment of fees, Infimatrix grants you a non-exclusive, limited, non-transferable, non-sublicensable, and revocable right during the subscription term to access and utilize the Zero-X Cloud dashboard interfaces for your internal business purposes on infrastructure environments owned or controlled by you. The platform is licensed, not sold.
Order of Precedence: This document forms a connected framework with our corporate terms. In the event of an irreconcilable conflict between this general click-through website TOS and a separately signed, custom enterprise Statement of Work (SOW) or Service Order executed offline, the terms of the custom enterprise Service Order or SOW shall control and take immediate precedence.
2. Commercial Tier Limits and Automated Billing
Plan Metric Boundaries: Zero-X Cloud enforces strict quantitative constraints ( technical and commercial ) across its tiers (Developer, Pro, Enterprise or others), limiting the number of allowed concurrent Users, connected Data Sources, total scanned Cloud Resources, and allowable Daily Scans & on demand basis any consumption be it for AI calls or for PenTests or additional workload times being invoked from Zero X Cloud Platform.
Automated Payments: Customer authorizes Infimatrix to automatically charge the credit card or electronic payment method specified at checkout on a recurring basis. Paid subscription fees are final and non-refundable. All amounts must be paid in full without deduction, setoff, or recoupment.
Resource Enforcement Throttling: If your infrastructure configuration metrics consistently exceed the limits established by your active tier, Infimatrix reserves the right, upon reasonable system notification, to throttle API interaction speeds or temporarily lock account processing until the account is upgraded to the appropriate billing tier.
Currency: Unless otherwise specified in an executed Service Order, all amounts are invoiced and settled in Indian Rupees (INR) for India-based engagements, and in United States Dollars (USD) for all other jurisdictions.
Payment Instruction Verification: Infimatrix will never issue account-modifying payment instructions by email alone. Customer should verify bank account details via a secondary channel before routing any payment to Infimatrix.
3. Usage Restrictions and Managed Services Safe Harbor
Customer shall not, and shall not permit any third party to: copy, modify, or create derivative works of the platform; reverse engineer, decompile, disassemble, or decode the underlying compiled source code; upload software viruses or Harmful Code; or utilize the platform infrastructure to launch unauthorized security attacks or perform competitive benchmarking.
MSP & Cloud Engineering Safe Harbor
The standard restrictions against utilizing the platform for commercial third-party distribution or service-bureau deployment shall not apply to authorized Infimatrix Personnel or its corporate Affiliates utilizing the platform to deliver manual managed services, DevOps infrastructure configuration, data engineering, or professional vulnerability consulting to designated third-party end clients.
4. Optional Marketing and Logo Consent
Subject to your explicit confirmation and opt-in via the dashboard preference console, Customer grants Infimatrix a limited, non-exclusive, revocable, royalty-free license to utilize the Customer’s corporate name and trademark logo design on our Website and marketing presentations solely to identify the Customer as an active user of Zero-X Cloud. Customer may revoke this consent at any time by issuing a written request to legal@infimatrix.com, upon which Infimatrix will remove all corporate branding references within fourteen (14) business days. Any associated goodwill shall inure exclusively to the benefit of the Customer.
5. Disclaimer of Warranties
THE SERVICES ARE PROVIDED TO YOU ENTIRELY “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INFIMATRIX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INFIMATRIX PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER THIRD-PARTY SOFTWARE, APPLICATIONS, OR SYSTEMS WITHOUT INTERRUPTION, MEET ANY PERFORMANCE STANDARDS, OR BE COMPLETELY ERROR-FREE.
6. User Indemnification Obligations
Customer agrees to defend, indemnify, and hold harmless Infimatrix, its corporate affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, judgments, liabilities, deficiencies, claims, actions, costs, or expenses (including reasonable attorneys’ fees and court costs) arising from third-party claims resulting from: (a) your access to or misuse of the Services; (b) Customer Data infringements; (c) your gross negligence, wilful misconduct, fraud, or misrepresentation; (d) your direct breach of the Acceptable Use Restrictions contained herein; or (e) any act or omission by Customer or its Authorised Users that results in liability being imposed on Infimatrix through no fault of Infimatrix.
7. Limitation of Liability
EXCLUSION OF CONSEQUENTIAL DAMAGES: EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN SECTION III (THE PLATFORM SLA AND PRIVACY SUPER-CAP), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PRODUCTION, USE, REVENUE, OR PROFIT; LOSS OR CORRUPTION OF DATA; OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF FORESEEABILITY.
AGGREGATE LIABILITY CAP: THE AGGREGATE MONETARY LIABILITY OF INFIMATRIX ARISING OUT OF OR RELATED TO THIS PLATFORM AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO INFIMATRIX FOR THE PLATFORM SUITE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.
8. Term and Termination Provisions
Subscription Term and Renewal: The initial term of platform access is one (1) year from the purchase timestamp, automatically renewing for successive one (1) year terms unless written notice of non-renewal is provided by either party at least thirty (30) days prior to the expiration of the then-current term.
Termination for Cause: Either party may terminate this agreement upon thirty (30) days’ written notice of an uncured material breach by the other party. Infimatrix may suspend or immediately terminate access without notice if the Customer is involved in unpaid dues, fraudulent or unlawful activities, or if Customer’s usage breaches the platform restrictions or creates immediate legal or security exposures for Infimatrix.
Effect of Termination: Upon termination or expiry, all licenses and rights granted hereunder immediately cease. Customer must immediately remove and delete all downloadable agents or code components from its networks. Data return and erasure paths are executed in strict alignment with the timelines set forth in Section IV (Data Processing Addendum).
9. Severability & Entire Agreement
Severability: If any term or provision of this TOS is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other term or provision of this TOS, nor render such provision invalid or unenforceable in any other jurisdiction.
Entire Agreement: This TOS, alongside our Privacy Policy, Software License Agreement, and Data Processing Addendum (DPA), constitutes the sole and entire agreement between the parties with respect to Zero-X Cloud, superseding all prior oral or written understandings.
10. Governing Law and Dispute Resolution
10.1 This TOS and any controversies arising from it shall be governed by and construed in accordance with the laws of India, as applicable in the State of Maharashtra, without giving effect to conflicts of laws principles. Disputes shall be resolved in accordance with Clause 10.2 below.
10.2 All disputes, controversies, or claims arising out of or in connection with this TOS, including any question regarding its existence, validity, interpretation, breach, or termination, shall be referred to and finally resolved by binding arbitration. The parties shall attempt to resolve any dispute through good-faith negotiations for a period of thirty (30) days before commencing arbitration.
10.3 Unless Customer exercises its election right under Clause 10.4, all arbitrations shall be conducted under the rules of the Mumbai Centre for International Arbitration (MCIA) in force at the time of commencement, with the seat of arbitration in Mumbai, India. The arbitral tribunal shall consist of one (1) arbitrator unless either party requests a panel of three (3) within ten (10) days of commencement. The language of arbitration shall be English. The award shall be final and binding and may be enforced in any court of competent jurisdiction.
10.4 Customer may elect an alternative arbitral institution by written notice to Infimatrix at the time of commencing arbitration:
(a) Customers with a primary place of business in the United Arab Emirates: Dubai International Arbitration Centre (DIAC) rules, seat in Dubai.
(b) Customers with a primary place of business in the United States of America: American Arbitration Association (AAA) Commercial Arbitration Rules, seat in Wilmington, Delaware.
(c) Customers with a primary place of business in the European Union or United Kingdom: London Court of International Arbitration (LCIA) rules, seat in London, England.
10.5 Nothing in this Clause 10 shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction to prevent or restrain a breach or threatened breach of confidentiality or usage restriction obligations, without waiving the right to arbitration.
10.6 For the avoidance of doubt, Customer’s election of an alternative arbitral institution and seat under Clause 10.4 affects only the procedural forum and rules of arbitration. The substantive governing law of this TOS remains that specified in Clause 10.1, unless otherwise expressly agreed in a signed Master Agreement, Statement of Work, or Order Form.
11. Infrastructure and Environment Responsibility
Save where Customer has purchased a Dedicated Cloud Infrastructure Hosting arrangement under a separately executed Service Order (in which case the dedicated hosting terms of that Service Order shall apply), the Zero-X Cloud Platform is hosted by Infimatrix on its own cloud infrastructure located in India. Customer is responsible for procuring and maintaining its own third-party software subscriptions, developer system credentials, and the underlying cloud or on-premises environments that Customer elects to connect to, or have scanned by, the Platform, including via the Zero-X Agent or API/SDK integrations.
12. Nature of Services
Infimatrix operates as a software product provider. Infimatrix does not furnish managed human compliance auditing services, does not accept any Data Fiduciary or Data Controller assignment on Customer’s behalf, and does not provide legal safety certifications. Customer remains solely responsible for its own operational, regulatory, and corporate safety disclosures. For the avoidance of doubt, the Data Processing Addendum (Section IV) governs Infimatrix’s role as Data Processor in relation to Personal Data specifically, and does not expand Infimatrix’s role beyond that of Processor.
13. Custom Development and Change Requests
For any strategic initiatives, if any custom feature builds, bespoke integrations, or pipeline-specific configuration changes requested by Customer beyond the standard SaaS scope ; a separate Statement of Work (SOW) or written change-request process is to be agreed between the parties separately.
14. Infrastructure and Environment Responsibility
Save where Customer has purchased a Dedicated Cloud Infrastructure Hosting arrangement under a separately executed Service Order (in which case the dedicated hosting terms of that Service Order shall apply), the Zero-X Cloud Platform is hosted by Infimatrix on its own cloud infrastructure located in India ( or overseas in future). Customer is responsible for procuring and maintaining its own third-party software subscriptions, developer system credentials, and the underlying cloud or on-premises environments that Customer elects to connect to, or have scanned by, the Platform, including via the Zero-X Agent or API/SDK or any other types of integrations.
15. Nature of Services
Infimatrix operates as a software product SAAS provider. Infimatrix does not furnish managed human compliance auditing services, does not accept any Data Fiduciary or Data Controller assignment on Customer’s behalf, and does not provide legal safety certifications. The customer remains solely responsible for its own operational, regulatory, and corporate safety disclosures. For the avoidance of doubt, the Data Processing Addendum (Section IV) governs Infimatrix’s role as Data Processor in relation to Personal Data specifically, and does not expand Infimatrix’s role beyond that of Processor.
