Terms and Conditions

1. DEFINITIONS

In these Terms and Conditions, the following definitions apply:

“Agreement”: The Software License Agreement incorporating these Terms and Conditions.

“Authorized Users”: Employees, contractors, or agents of Licensee authorized to access and use the Software.

“Data Controller/Fiduciary”: The entity that determines the purposes and means of processing personal data (Licensee, in respect of data processed through the Software).

“Data Principal”: The individual to whom personal data relates (as defined under the DPDP Act).

“Documentation”: All technical and user manuals, guides, and materials provided by Licensor.

“Licensor”: Phoenix Innovations LLC.

“Licensee”: The entity executing the Software License Agreement with Licensor.

“Personal Data / Digital Personal Data”: As defined under applicable data protection laws, including GDPR and the DPDP Act.

“Software”: TruWipe™ software and associated Documentation.

2. ACCEPTANCE AND FORMATION

These Terms and Conditions form part of, and are incorporated into, the Software License Agreement between Licensor and Licensee. By executing the Software License Agreement, signing an order form, or commencing use of the Software, Licensee agrees to be legally bound by these Terms.

If you are executing this Agreement on behalf of a corporate entity, you represent and warrant that you have full authority to bind that entity.

3. SOFTWARE LICENSE

3.1 Grant of License

Subject to the terms of this Agreement and timely payment of applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to:

Install and use the Software solely for Licensee’s internal business purposes;

Allow Authorized Users to use the Software subject to the EULA;

Use the Documentation in support of permitted use of the Software.

3.2 License Restrictions

Licensee shall not permit use of the Software beyond the license scope. Licensee is responsible for ensuring all Authorized Users comply with the EULA at all times.

3.3 Delivery and Acceptance

Licensor shall deliver the Software electronically. Licensee shall have 14 days from delivery to notify Licensor in writing of any material non-conformance with the Documentation (“Acceptance Period”). Failure to notify within this period constitutes deemed acceptance.

4. FEES, INVOICING, AND PAYMENT

4.1 License Fees

Licensee shall pay all fees set out in the applicable Order Form. All fees are exclusive of applicable taxes (including GST, VAT, or applicable withholding taxes).

4.2 Payment Terms

Invoices are due and payable within 30 days of the invoice date unless otherwise agreed;

Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law;

Licensor reserves the right to suspend access to the Software for accounts more than 60 days overdue, after providing 7 days’ written notice.

4.3 Taxes

Each party is responsible for its own income taxes. Where Licensor is required to collect and remit transaction taxes (such as US sales tax, EU VAT, or Indian GST), these will be added to invoices and Licensee shall pay such amounts.

5. SUPPORT AND MAINTENANCE

5.1 Standard Support

Licensor provides standard support during Business Hours (9am–6pm CST, Monday–Friday, excluding US public holidays), including:

Technical support via email (support@phoenixinnovations.com) with initial response within 2 Business Days;

Software updates and security patches within the licensed version tier;

Access to the Documentation and online knowledge base.

5.2 Enhanced SLAs

Enhanced support tiers with defined SLAs are available under separate addendum. Licensor shall make commercially reasonable efforts to resolve Critical issues (P1) within 4 hours for Enhanced tier customers.

6. DATA PROTECTION OBLIGATIONS

Compliance Notice: This Section is a mandatory requirement for all Licensees. Both parties must comply with applicable data protection laws, including GDPR and the DPDP Act, in connection with any personal data processed under or in connection with this Agreement. Phoenix Innovations LLC is part of The Phoenix Group (phoenix.tech) and does not use tracking technologies in the Software.

6.1 Roles and Responsibilities

The parties acknowledge and agree:

Licensee is the Data Controller/Data Fiduciary with respect to personal data of Authorized Users and other individuals processed through the Software;

Licensor acts as a Data Processor/Sub-Processor and processes personal data only on Licensee’s documented instructions;

Both parties shall maintain processing records as required under Article 30 of GDPR and Section 10 of the DPDP Act.

6.1a Disclosures to Subsidiaries and Affiliates

Phoenix Innovations LLC may disclose personal data to other members of The Phoenix Group (its subsidiaries and affiliates) where necessary to deliver, support, or improve the Software, subject to equivalent contractual data protection obligations. Licensee will be informed of any material change in The Phoenix Group’s internal data sharing arrangements.

6.2 Data Processing Agreement (DPA)

A Data Processing Agreement (“DPA”) forms a mandatory exhibit to this Agreement where personal data subject to GDPR or the DPDP Act is processed. The DPA governs:

The subject-matter, nature, and purpose of processing;

Categories of personal data and data subjects;

Sub-processor obligations and approval processes;

Licensor’s obligations to assist with data subject rights requests;

Security measures (Article 32 GDPR / Section 8(4) DPDP Act);

Breach notification timelines (72 hours under GDPR; as prescribed under DPDP Act rules).

6.3 Licensee's Compliance Obligations

Licensee represents, warrants, and undertakes to:

Establish and maintain a lawful basis for processing personal data through the Software;

Provide all required notices to, and obtain all required consents from, Data Principals/Data Subjects;

Ensure Authorized Users comply with the EULA and applicable data protection policies;

Implement appropriate technical and organizational security measures;

Not instruct Licensor to process personal data in a manner that would violate applicable law.

6.4 DPDP Act Specific Obligations (India)

Where Licensee processes Digital Personal Data of Data Principals in India:

Licensee shall obtain and manage free, specific, informed, and unconditional consent as required under Section 6 of the DPDP Act;

Licensee is responsible for providing a clear and plain-language privacy notice to Data Principals before or at the time of data collection;

Licensee shall appoint a Grievance Officer if classified as a Significant Data Fiduciary under the DPDP Act;

Cross-border transfers of Digital Personal Data shall comply with the Central Government’s approved list of countries.

7. CONFIDENTIALITY

Each party (“Receiving Party”) shall maintain the confidentiality of the other party’s (“Disclosing Party”) non-public information designated as confidential or which a reasonable person would understand to be confidential (“Confidential Information”). Each party shall:

Use Confidential Information solely for the purposes of this Agreement;

Restrict disclosure to employees, contractors, and advisors with a need to know;

Protect Confidential Information with at least the same degree of care used for its own confidential information (and no less than reasonable care).

These obligations survive termination of this Agreement for 5 years. Confidential Information does not include information that is publicly available, already known to the Receiving Party, or received from a third party without restriction.

8. INTELLECTUAL PROPERTY

Licensor retains all right, title, and interest in and to the Software, Documentation, and all associated intellectual property rights. These Terms do not convey any ownership rights to Licensee.

8.1 Feedback

If Licensee provides feedback, suggestions, or improvement ideas regarding the Software (“Feedback”), Licensee hereby grants Licensor a non-exclusive, perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without attribution or compensation.

8.2 Usage Data

Licensor may collect and use aggregated, anonymized usage data to improve the Software and develop new features, provided such data does not identify Licensee or any individual user.

9. WARRANTIES

9.1 Licensor Warranties

Licensor warrants that:

The Software will perform materially in accordance with the Documentation for 90 days from delivery;

Licensor has full right and authority to grant the license under this Agreement;

The Software does not, to Licensor’s knowledge, infringe any third-party intellectual property rights.

9.2 Licensee Warranties

Licensee represents and warrants that:

It has full authority to enter into and perform this Agreement;

Its use of the Software will comply with all applicable laws and regulations;

It has a lawful basis for any personal data processing conducted through the Software.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.1, THE SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Loss

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

Each party’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Licensee to Licensor in the 12-month period preceding the claim.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to:

A party’s indemnification obligations under Section 11;

Breaches of confidentiality under Section 7;

Liability for death or personal injury caused by negligence;

Fraud or fraudulent misrepresentation;

Any liability that cannot be excluded under applicable mandatory law, including GDPR and the DPDP Act.

11. INDEMNIFICATION

11.1 Licensor Indemnity

Licensor shall defend, indemnify, and hold harmless Licensee against third-party claims that the Software infringes any patent, copyright, trademark, or trade secret right, provided Licensee: (a) promptly notifies Licensor; (b) grants Licensor sole control of the defense; and (c) cooperates reasonably. This indemnity does not apply to modifications made by Licensee or use outside the permitted scope.

11.2 Licensee Indemnity

Licensee shall defend, indemnify, and hold harmless Licensor against third-party claims arising from: (a) Licensee’s breach of this Agreement; (b) unauthorized use of the Software; or (c) Licensee’s failure to comply with applicable data protection laws.

12. TERM AND TERMINATION

12.1 Term

This Agreement commences on the Effective Date and continues for the subscription or license term specified in the Order Form, unless earlier terminated.

12.2 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party:

Materially breaches this Agreement and fails to remedy the breach within 30 days of written notice;

Becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to insolvency proceedings.

12.3 Termination for Data Protection Breach

Either party may terminate this Agreement if the other party materially and repeatedly breaches its data protection obligations and fails to remedy such breach within 14 days of written notice — reflecting the heightened obligations under GDPR and the DPDP Act.

12.4 Effects of Termination

Upon termination:

All licenses granted to Licensee and its Authorized Users terminate immediately;

Licensee shall cease all use of the Software and destroy or return all copies;

Each party shall return or destroy the other’s Confidential Information;

Licensor shall, upon request, delete or return Licensee’s personal data in accordance with the DPA;

Sections 7, 8, 10, 11, 13, and 14 survive termination.

13. COMPLIANCE WITH LAWS

Both parties shall comply with all applicable laws and regulations in performing this Agreement, including:

Export control laws (US Export Administration Regulations, OFAC sanctions);

Anti-bribery and anti-corruption laws (US FCPA, UK Bribery Act, applicable Indian law);

Data protection and privacy laws (GDPR, DPDP Act, applicable US state laws);

Applicable sector-specific regulations.

Licensor maintains an internal compliance program and conducts periodic reviews to ensure the Software and associated services meet evolving regulatory requirements.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles, except:

GDPR obligations are additionally subject to applicable EU Member State law;

DPDP Act obligations are subject to Indian law, including rules notified by the Central Government.

14.2 Dispute Resolution

The parties agree to attempt good-faith resolution of any dispute within 30 days of written notice. If unresolved, disputes shall be submitted to binding arbitration in Austin, Texas, under JAMS rules. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction.

14.3 Data Protection Disputes (India)

Disputes relating to DPDP Act obligations may be escalated by Data Principals to the Data Protection Board of India in accordance with the Act. Licensee is responsible for maintaining a functional grievance redressal mechanism for Data Principals.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, including all exhibits, order forms, and the DPA, constitutes the entire agreement between the parties and supersedes all prior agreements on the subject matter hereof.

15.2 Amendments

No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

15.3 Waiver

No failure or delay in exercising any right or remedy constitutes a waiver of that right or remedy.

15.4 Assignment

Licensee may not assign this Agreement without Licensor’s prior written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets, with 30 days’ written notice to Licensee.

15.5 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, without affecting the remainder of the Agreement.

15.6 Notices

Notices under this Agreement shall be in writing and delivered to the addresses specified in the Order Form, or by email to the designated legal contacts. Notices are effective upon confirmed receipt.

16. CONTACT INFORMATION

For contractual queries, compliance matters, or escalations:

Legal / Contracts: legal@phoenixinnovations.com

Data Protection Officer: dpo@phoenixinnovations.com

Grievance Officer (India — DPDP Act): grievance@phoenixinnovations.com

Support: support@phoenixinnovations.com

Postal: Phoenix Innovations LLC, [Registered Address], Austin, Texas, USA