Terms of Use

These Terms of Use ("Terms") constitute a legally binding agreement between Epifi Technologies Private Limited ("Epifi", "we", "us" or "our") and the entity or individual ("Customer", "you" or "your") accessing or using Tetriz, a software as-a-services platform developed, owned and operated by us, providing artificial intelligence-based analytics and automation for organisational performance management ("Tetriz") along with certain associated tools and software (collectively, the "Services"). Tetriz aggregates and analyses data from enterprise collaboration, project management and software development tools (including code repositories, issue tracking systems and workplace communication platforms, among other things) to generate insights regarding workforce productivity, operational performance and business outcomes.

By clicking "I Agree," signing an Order Form, or accessing or using the Services, you confirm that you have read, understood and agree to be bound by these Terms and our Privacy Policy (incorporated herein by reference). If you do not agree, you must not access or use the Services.

1. Definitions

(a) "Authorised User"means an individual employee, contractor or agent of the Customer or any other person who accesses the Services under the Customer's subscription to the Services.

(b) "Customer Data" means all data belonging to the Customer or its Authorised Users uploaded to or transmitted via the Services by the Customer / Authorised Users, including data ingested from any third-party tools, platforms or systems connected to the Services by the Customer.

(c) "Order Form" means a written or electronic order executed between Epifi and the Customer specifying the Services, subscription term and applicable fees, among other things.

(d) "Tetriz IP" means Tetriz, the Services and all intellectual property relating thereto, whether registered or unregistered, including patents, patent applications, inventions, copyrights, database rights, design rights, trade marks, service marks, trade names, trade secrets, know-how, confidential information, software, algorithms, methodologies, processes, and all applications and rights to apply for or register any of the foregoing, subsisting anywhere in the world.

2. Access and Accounts

(a) Subscription:Subject to these Terms and payment of applicable fees, Epifi grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term solely for the Customer's internal business purposes.

(b) Account Registration: The Customer must register an administrator account and is responsible for maintaining the confidentiality of login credentials. The Customer is liable for all activities conducted under its account. We must be notified immediately upon discovery of any unauthorised account access.

(c) Authorised Users: The Customer controls who are enrolled as Authorised Users and at its sole discretion determines which individuals within its organisation may access the Services. The Customer is responsible to ensure that such Authorised Users comply with these Terms, and to ensure that each Authorised User has been informed of, and has consented to the deployment of the Services. The Customer shall be fully responsible for all activities conducted by its Authorised Users, and any acts or omissions of Authorised Users shall be deemed to be acts or omissions of the Customer for all purposes under these Terms.

(d) Customer Obligation:Before deploying Tetriz or the Services to any Authorised User, the Customer must obtain that person's valid, purpose specific, informed consent for data processing consistent with applicable data protection laws. Such consent must cover all processing activities necessary for the delivery of the Services, including access to and retrieval of data from third-party tools, platforms or systems connected by the Customer, and any processing carried out by third parties engaged by Tetriz in connection with the Services. Further, the Customer must ensure that it has in place all necessary mechanisms for the exercise of rights by the Authorised Users under applicable data protection laws, including withdrawal of consent and the Customer shall be solely responsible for the same.

(e) Payments:In consideration of the Services, the Customer shall make payment to Epifi as set forth in the Order Form or in any other document, agreement or understanding between the Customer and Epifi, which document, agreement or understanding shall, in the event of a conflict, supersede these Terms. Except to the extent set forth therein, such amounts due do not include applicable taxes, and Customer shall make payment in respect of such taxes in addition to other amounts due hereunder. The Customer is responsible for applicable withholding tax obligations, and will provide necessary documentation to Epifi in this regard. Overdue payments accrue interest at 1.5% (one point five percent) per month or the rate permitted by law, whichever is higher. Epifi reserves the right to suspend access to the Services, with 15 (fifteen) days' written notice, for any delay in payment or non-payment of consideration.

(f) Adjustment to Fees: If, at any time, the actual cost of providing the Services materially exceeds the consideration paid / to be paid by the Customer for the Services, Epifi may, upon reasonable notice, either: (i) propose an adjustment to the fees to reflect such increased costs; or (ii) terminate the Services without liability, effective immediately upon notice, if the parties cannot agree on revised fees.

3. Integrations and Data Access

Third-Party Connectors:The Services integrate with third-party tools, platforms and systems as connected by the Customer from time to time. The Customer is responsible for holding valid subscriptions thereto, authorisations to connect such tools, platforms or systems, complying with the terms of service of each connected tool, platform or system, and ensuring that data transmitted to us through such connections does not include data that Customer is not permitted to share. Service disruptions arising from a third-party tool, platform or system shall not constitute a breach of these Terms by Epifi. Epifi shall not be liable for any loss, damage, or inconvenience resulting from such disruptions, to the extent they are caused by factors outside Epifi's reasonable control.

(a) Scope of Data Access:We access only the data scopes explicitly authorised by Customer during the integration setup. We will not access data beyond the stated scopes without Customer's prior consent.

(b) Personal Data: Where Customer Data transmitted through connectors includes personal data, the Customer represents and warrants that it has complied with applicable data protection laws in collecting and sharing such data, including obtaining valid, purpose specific, informed consent from the relevant individuals. The Customer is responsible for ensuring that personal data uploaded or transmitted to or through the Services is limited to what is strictly necessary for the purposes for which it is being processed, and that any personal data not required for such purposes is excluded prior to transmission.

4. Intellectual Property

(a) Tetriz IP: All rights, title, and interest in the Tetriz IP remain exclusively with Epifi. These Terms do not transfer any ownership interest in the Tetriz IP to the Customer. The Customer shall not, and shall not permit any third party (including Authorised Users) to, reverse engineer, decompile, disassemble, copy, modify, adapt, translate, create derivative works of, sublicense, sell, resell, transfer, lease, distribute, or otherwise attempt to derive, replicate, or reproduce any part of the Tetriz IP, nor attempt to circumvent any technical protection measures applied thereto.

(b) Customer Data: The Customer retains all rights in Customer Data. The Customer grants us a limited, non-exclusive licence to access, process, and store the Customer Data solely to provide and improve the Services. We do not claim ownership of the Customer Data and will not use it for any purpose inconsistent with these Terms or our Privacy Policy.

(c) Aggregated Analytics: We may generate aggregated, de-identified data derived from the Customer Data. This aggregated data does not identify the Customer or any individual and is owned by us. We will apply reasonable technical and organisational measures to prevent re-identification of individuals from aggregated datasets, as per the requirements of applicable data protection laws.

(d) Publicity:The Customer grants us a non-exclusive, royalty-free, worldwide licence to use the Customer's name and logo on our website, marketing materials, sales collateral, case studies and presentations for the purpose of identifying the Customer as a user of the Services.

(e) Website: Our website located at https://tetriz.ai and its entire contents, features and functionality are owned by Epifi, its licensors or other providers of such material and are protected by relevant intellectual property or proprietary rights laws. The material may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of Epifi.

5. Confidentiality

The Customer and its Authorised Users shall keep all Confidential Information strictly confidential, shall not disclose it to any third party without our prior written consent, and shall use it solely for the purposes of accessing and using the Services under these Terms. The Customer shall ensure that access to Confidential Information is restricted to those Authorised Users who have a need to know it for such purposes and who are bound by obligations of confidentiality no less stringent than those set out herein. The Customer / Authorised User shall promptly notify us upon becoming aware of any unauthorised disclosure or use of Confidential Information and shall take all reasonable steps to mitigate the effects of such disclosure.

"Confidential Information" for the purposes of these Terms means any information, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given its nature or the circumstances of its disclosure. Confidentiality obligations under this clause shall survive termination or expiry of these Terms.

6. Acceptable Use

The Customer and Authorised Users shall not:

• Use the Services for any unlawful purpose or in violation of applicable law.
• Rely on outputs, analytics, scores, or insights generated by the Services as the sole or determinative basis for any decision affecting individuals (including employment, contractual, or similar decisions) without appropriate independent human review and compliance with applicable law. For the avoidance of doubt, such outputs are intended to support decision-making and are not a substitute for independent assessment, due process or compliance with applicable legal obligations. The Customer is responsible for implementing appropriate review processes for decisions informed by the Services.
• Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.
• Attempt to gain unauthorised access to the Services, accounts, or related systems or networks, including through hacking, password mining, or any other means.
• Attempt to circumvent, disable, or otherwise interfere with the security, integrity, or proper functioning of the Services.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Services.
• Scrape, crawl, or systematically extract data from the Services except as expressly permitted (including via authorised APIs).
• Resell, sublicense, distribute, or otherwise commercially exploit the Services or any related intellectual property without prior written consent.
• Use the Services to develop, train, benchmark, or otherwise support a competing product or service without prior written consent.
• Upload, transmit, or otherwise make available any data or content that (a) infringes third-party intellectual property rights; (b) breaches confidentiality obligations; or (c) is unlawful, harmful, fraudulent, or otherwise objectionable.
• Provide inaccurate, misleading, or incomplete information, including misrepresenting identity or affiliation.
• Use the Services to process personal data without appropriate legal basis, notices, and consents as required under applicable data protection laws.
• Fail to maintain the confidentiality of account credentials or to promptly notify the service provider of any unauthorised use or security incident.

Any violation of this Section may, at the service provider's sole discretion and without prior notice, result in the immediate suspension or termination of access to the Services.

7. Privacy and Data Protection

These Terms shall be read in conjunction with the Privacy Policy, which is incorporated by reference into, and forms an integral part of, these Terms. By accessing or using the Services, the Customer and Authorised Users also agree to the terms of the Privacy Policy.

8. Warranties, Disclaimers, Indemnification and Liability

(a) Warranties: Each party represents and warrants that it has the full power and authority to enter into these Terms and perform its obligations hereunder, that its execution and performance of these Terms do not violate applicable law or any binding agreement, and that it will comply with all applicable laws, rules, and regulations in connection with its use or provision of the Services. Epifi represents and warrants that the Services will be performed on a good and workmanlike basis consistent with industry standards.

(b) Disclaimer:

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUTS WILL ACHIEVE ANY SPECIFIC BUSINESS OUTCOME. ALL ANALYTICS AND METRICS ARE TOOLS TO SUPPORT HUMAN DECISION-MAKING AND ARE NOT SUBSTITUTES FOR PROFESSIONAL OR MANAGERIAL JUDGEMENT.

(c) Limitation of Liability:

To the fullest extent permitted by applicable law:

• Our aggregate liability under or in connection with these Terms shall not exceed the total fees paid by Customer in the 3 (three) months immediately preceding the event giving rise to the claim.
• Neither party shall be liable for indirect, incidental, consequential, special, or exemplary damages, including loss of profits, data, or goodwill, even if advised of the possibility of such damages.
• The limitations set forth in these Terms shall not apply to: (a) fraud, gross negligence, or willful misconduct by a party; (b) a party's indemnification obligations under these Terms; (c) liability arising from a breach of confidentiality obligations; (d) liability arising from a breach of data security obligations that results in a reportable personal data breach under applicable law; or (e) any liability that cannot be excluded or limited under applicable law.

(d) Indemnification:

The Customer shall indemnify, defend, and hold Epifi and its officers, directors, employees and agents harmless against any claims, liabilities, costs, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (i) the Customer's breach of these Terms; (ii) the Customer's failure to obtain required consents from Authorised Users under applicable data protection laws; (iii) the Customer's use of the Services in violation of applicable law; or (iv) any claim that Customer Data infringes a third party's rights; or (v) the Customer's failure to comply with applicable laws while utilising the Services.

We shall indemnify Customer against third-party claims alleging that the Services, as provided by us, infringe a third party's intellectual property rights, subject to Customer promptly notifying us of such claim and cooperating reasonably in the defence.

9. Term and Termination

(a) These Terms commence on the date Customer first accesses the Services and continue until the end of the subscription term stated in the Order Form, unless earlier terminated. Renewal shall be requested by the Customer at least 30 (thirty) days prior to the end of the then-current subscription term. At the time of renewal, Epifi may review and revise the fees for the Services.

(b) Either the Customer or Epifi may terminate the Services for material breach of these Terms or the Order Form upon 30 (thirty) days' written notice if the breach is not cured within that period.

(c) We may suspend or terminate the Services immediately if the Customer violates Section 6 (Acceptable Use) or fails to pay the applicable consideration as per the Order Form.

(d) All fees paid under this Agreement are non-refundable, including for unused portions of the subscription, partial billing periods, or early termination of the Services for any reason.

(e) Upon termination: (i) all licences granted hereunder terminate immediately; (ii) the Customer must cease using the Services; (iii) we will delete Customer Data in accordance with the requirements of applicable law; and (iv) Sections 4, 5, 7, 8, 10 and 11 survive termination.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms shall be resolved as follows:

(a) The parties shall first attempt to resolve the dispute amicably through good-faith negotiation for a period of 30 (thirty) days from written notice of the dispute.

(b) If unresolved, the dispute shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Bengaluru, Karnataka. The language of arbitration shall be English. The award of the arbitrator shall be final and binding on the parties.

(c) Nothing in this Section prevents either party from seeking urgent injunctive or interim relief from courts of competent jurisdiction in Bengaluru.

11. General Provisions

(a) Entire Agreement: These Terms, together with the Order Form and Privacy Policy, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements and understandings.

(b) Amendments:We may amend these Terms by providing 30 (thirty) days' written notice. Continued use of the Services after the effective date of the amendment constitutes acceptance.

(c) Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement rights.

(d) Severability: If any provision is found unenforceable by a competent court or arbitrator, the remaining provisions continue in full force.

(e) Assignment: Customers may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

(f) Force Majeure: Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, government orders, or internet outages, provided the affected party gives prompt written notice.

(g) Notices: Legal notices must be sent to us at legal@tetriz.ai and to the Customer at the email address on record for its administrator account. Notices are effective upon confirmed delivery.

(h) Registered Office: Salarpuria Sattva Knowledge Court, Survey No. 77, Plot No. 9, 6th Floor, Doddenakundi, KR Puram Hobli, Bengaluru - 560048.