Terms of Use

1. Prototype Status

The Client/Application User acknowledges that the NaviVigiNode application ('Application') is currently in the prototype/pilot phase of development and is being provided for evaluation, testing, validation and limited operational use. The Application may contain defects, bugs, performance limitations or incomplete features. The Developer makes no representation or warranty that the Application will operate uninterrupted or error-free. The Client/Application User shall independently verify all outputs before relying upon them for operational, administrative, statutory or safety-critical purposes.

2. Disclaimer of Liability

The Application is a technology platform for collection, storage, processing, visualization and reporting of survey data entered by authorized users. The Developer makes no representation or warranty regarding the accuracy, completeness, reliability or fitness of any data or outputs generated. The Developer shall not be liable for any direct, indirect, incidental, consequential, special, exemplary or punitive damages arising from inaccurate data, misuse of the Application, reliance upon reports or analytics, operational or regulatory decisions based on such outputs, or any resulting loss including loss of life, personal injury, damage to property, harm to animals, financial loss, business interruption or reputational damage. The Application is intended only as a decision-support tool and is not a substitute for independent verification or professional judgment.

3. Client/Application User Responsibilities

The Client/Application User shall be solely responsible for ensuring the accuracy, completeness and legality of all data entered into the Application; validating outputs before use; complying with all applicable laws; obtaining all necessary approvals and consents; and making all operational, administrative and statutory decisions based upon the data.

4. Indemnification

The Client/Application User shall indemnify, defend and hold harmless the Developer, its affiliates, directors, officers, employees, consultants and agents against all claims, actions, proceedings, liabilities, damages, penalties, costs, expenses and reasonable legal fees arising from the Client/Application User's use or misuse of the Application, data uploaded or generated through the Application, negligence or wrongful acts of the Client/Application User or its personnel, decisions based on Application outputs, or claims by third parties or governmental authorities. This obligation shall survive termination of the Agreement.

5. Limitation of Liability

To the fullest extent permitted by applicable law, the aggregate liability of the Developer under or in connection with the Agreement shall not exceed the fees actually paid by the Client/Application User during the twelve (12) months preceding the claim. In no event shall the Developer be liable for indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits, revenue, goodwill, business opportunity, data, life, property or third-party claims.

6. Confidentiality

Each Party shall keep confidential all technical, commercial, financial, operational and business information, software, source code, documentation, designs and other confidential information received from the other Party and shall not disclose such information except as required by law or with prior written consent. These obligations shall survive for five (5) years after termination.

7. Data Protection

The Client/Application User shall retain ownership of all data uploaded into the Application. The Developer shall process such data only for providing the agreed services and shall implement reasonable technical and organizational safeguards. The Client/Application User shall be responsible for obtaining all necessary permissions and complying with applicable Indian data protection laws.

8. Intellectual Property Rights

All intellectual property rights, including software, source code, object code, algorithms, architecture, documentation, trademarks, know-how, enhancements and derivative works relating to the Application shall remain the exclusive property of the Developer. The Agreement grants only a limited, non-exclusive, non-transferable and revocable licence to use the Application.

9. Force Majeure

Neither Party shall be liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, epidemic, pandemic, war, terrorism, civil unrest, strikes, power failures, communication failures or governmental actions. The affected Party shall notify the other Party promptly and resume performance as soon as reasonably practicable.

10. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of India.

11. Jurisdiction

Subject to arbitration, the courts at Mumbai, Maharashtra, including the Bombay High Court, shall have exclusive jurisdiction over matters arising from or relating to the Agreement.

12. Dispute Resolution

Disputes shall first be resolved through good-faith negotiations. Failing settlement within thirty (30) days, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended. Arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be Mumbai, Maharashtra, and proceedings shall be conducted in English. The arbitral award shall be final and binding.

13. Warranty Disclaimer

The Application is provided on an 'AS IS' and 'AS AVAILABLE' basis without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, accuracy, security or uninterrupted availability.

14. Beta / Pilot Use

The Client/Application User acknowledges that the prototype is intended for pilot and evaluation purposes. The Client/Application User assumes all risks associated with use of prototype features and shall not deploy the Application for safety-critical or mission-critical purposes without independent validation.

15. Third-Party Software

The Application may include third-party or open-source components that remain subject to their respective licence terms.

16. Compliance with Laws

Each Party shall comply with all applicable laws, regulations and governmental directions relevant to its obligations under the Agreement.

17. Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. Entire Agreement

These clauses together with the Agreement constitute the entire understanding between the Parties and supersede all prior discussions relating to the subject matter.

19. Survival

Clauses relating to confidentiality, intellectual property, limitation of liability, indemnity, dispute resolution and any other provisions intended by their nature to survive shall remain in force after expiry or termination of the Agreement.

Last updated: July 2026