THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER "YOU" OR "YOUR") AND OPENLOGIC CORPORATION PRIVATE LIMITED, [YOUR COMPANY ADDRESS] (HEREINAFTER "OPENLOGIC") GOVERNING YOUR USE OF DUONERP SUITE OF ONLINE BUSINESS SOFTWARE.

This Agreement consists of the following terms and conditions (hereinafter the "General Terms") and any specific terms and conditions applicable to individual services (hereinafter the "Service Specific Terms"). In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

You must be of legal age to enter into a binding agreement to accept this Agreement. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms but not to any Service Specific Terms, do not use the corresponding Service. You can accept the Agreement by checking a checkbox, clicking on a button indicating your acceptance, or by actually using the Services.

We provide cloud software and applications for businesses, including associated offline and mobile applications ("Service" or "Services"). You may use the Services for your personal and business use or for internal business purposes within the organization you represent. You may connect to the Services using any internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.

We may offer certain Services as closed or open beta services ("Beta Service" or "Beta Services") for testing and evaluation. You agree that we have the sole authority and discretion to determine the testing period for Beta Services. We will be the sole judge of the success of such testing and may decide to offer Beta Services as commercial services. You are under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to discontinue, temporarily or permanently, any of the Beta Services with or without notice. You agree that OPENLOGIC will not be liable for any harm related to the modification, suspension, or discontinuance of any of the Beta Services.

If you register for a free trial of one or more Services, OPENLOGIC will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of fifteen (15) days (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by OPENLOGIC in its sole discretion. Any data that you enter into the Services and any customizations made during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. Services are offered as-is during the free trial, without any warranty, support, or liability, to the extent permitted by law.

You need to sign up for a user account by providing all required information to access or use the Services. If you represent an organization and wish to use the Services for internal corporate use, we recommend that you and all other users from your organization sign up using your corporate contact information, particularly your corporate email address. You agree to (i) provide true, accurate, current, and complete information as prompted by the sign-up process; and (ii) maintain and promptly update the information to keep it true, accurate, current, and complete. If you provide information that is untrue, inaccurate, outdated, or incomplete, or if OPENLOGIC has reasonable grounds to suspect such information, OPENLOGIC may terminate your user account and refuse current or future use of any or all Services.

In addition to all other terms and conditions of this Agreement, you shall not:
1. Transfer the Services or make them available to any third party.
2. Provide any service based on the Services without prior written permission.
3. Allow user licenses to be shared or used by more than one individual, except by reassigning the license to a new user.
4. Attempt to disassemble, reverse engineer, or decompile the Services.
5. Use third-party links to sites without agreeing to their terms and conditions.
6. Post links to third-party sites or use their logos or company names without prior written permission.
7. Attempt to gain unauthorized access to the Services or related systems or networks.
8. Use the Services in any manner that could damage, disable, overburden, or impair any server, network, computer system, or resource of OPENLOGIC.
9. Use the Services to send or store material containing viruses, worms, or other harmful codes.
10. Use the Services in any manner that interferes with the integrity, security, or performance of the Services.
11. Create a false identity to mislead others.
12. Host, display, upload, modify, publish, transmit, store, update, or share any information that belongs to another person or entity without rights or consent.
13. Use the Services to transmit information that is false, untrue, or intended to mislead or harass.
14. Violate any applicable local, state, national, or international law.
15. Use the Services for competitive or benchmarking purposes.
16. Remove or obscure any proprietary notices contained in the Services.

You agree to be solely responsible for the content of your transmissions through the Services. You agree not to use the Services for illegal purposes or for transmitting material that is unlawful, defamatory, harassing, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or that infringes the intellectual property or other rights of another. You agree not to use the Services for transmitting "junk mail," "spam," "chain letters," "phishing," or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

OPENLOGIC's Services may integrate with third-party applications ("Third Party Application(s)"). Access and use of Third Party Applications may require acceptance of terms of service and privacy policies applicable to such applications ("Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using any Third Party Application. You acknowledge and agree that OPENLOGIC is not liable for any Third Party Applications. OPENLOGIC may, at any time and in its sole discretion, suspend, restrict, or disable access to or remove any Third Party Application without any liability to you.

The Services are available under subscription plans of various durations. Payments for Services can be made through credit cards, debit cards, net banking, Unified Payments Interface (UPI), and wallet payments. We may change the price for any Service from time to time; any increase in charges will not apply until the expiry of your current billing cycle. In the event any tax such as GST, VAT, sales tax, or similar is chargeable by OPENLOGIC under applicable laws with respect to your subscription ("Taxes"), OPENLOGIC will invoice you for such Taxes. You agree to pay these Taxes in addition to the subscription fees. OPENLOGIC will provide you with an invoice in the prescribed format to help you avail any applicable input tax credit.

When you sign up for an account for your organization, you may specify one or more administrators. Administrators have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, that third party may assume an administrator role. Ensure you have a suitable agreement with such third parties regarding their roles and restrictions as administrators. You are responsible for:

Ensuring the confidentiality of your organization account password.

Appointing competent individuals as administrators.

Ensuring all activities in connection with your organization account comply with this Agreement.

OPENLOGIC is not responsible for account administration and internal management of the Services for you. You are responsible for taking steps to ensure your organization does not lose control of administrator accounts. You may specify a recovery process by emailing legal@openlogic.com, provided it is acceptable to OPENLOGIC. In the absence of a specified recovery process, OPENLOGIC may provide control of an administrator account to an individual providing satisfactory proof of authorization. You agree not to hold OPENLOGIC liable for any action taken in good faith in this regard.

Personal information you provide to OPENLOGIC through the Service is governed by the DulonERP Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Privacy Policy. You are responsible for maintaining the confidentiality of your username, password, and other sensitive information. You agree to notify us immediately of any unauthorized use of your account by emailing incident@openlogic.com or through the available support channels. OPENLOGIC is not responsible for any loss or damage resulting from unauthorized access to your account.

The Service may include communications from OPENLOGIC, such as service announcements, administrative messages, release notes, marketing communications, and newsletters via mail, SMS, and push notifications. You understand that these communications are part of using the Services. We provide you the option to opt out of receiving newsletters and marketing communications, but you cannot opt out of receiving service announcements and administrative messages.

If we receive a complaint regarding your activities using the Services, we will forward it to your primary email address. You must respond directly to the complainant within 10 days and copy OPENLOGIC in the communication. If you do not respond within 10 days, we may disclose your name and contact information to the complainant to enable legal action. Your failure to respond will be construed as consent to this disclosure.

OPENLOGIC retains the right to terminate your account and access to Services until all outstanding payments are received. In such an event, all data associated with your account will be retained for 60 days from the date of expiry. OPENLOGIC has no obligation to retain your domain name and data afterward; such data may be irretrievably deleted if you have not renewed your account within this period. We reserve the right to impose a re-registration fee if your account is suspended.

You may cancel your account by sending a request to support@openlogic.com. Cancellation requests become effective at the end of the current billing period, and you will not be charged again. All your data and content will be deleted from OPENLOGIC's systems immediately upon cancellation. Deleted data cannot be recovered. OPENLOGIC is not liable for any loss following the cancellation of your account, and it is your responsibility to back up any required data before cancellation.

OPENLOGIC reserves the right to assign domain names on a first-come, first-served basis. A domain name, once terminated or canceled, may not be available in the future. OPENLOGIC has no obligation to retain your domain name after your account has expired, terminated, or canceled.

You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant OPENLOGIC the license to use, reproduce, adapt, modify, publish, or distribute your content for commercial or marketing purposes. However, you grant OPENLOGIC permission to access, copy, distribute, store, transmit, reformat, publicly display, and perform your content solely as required to provide the Services to you.

You may transmit or publish content using the Services. You are solely responsible for such content and the consequences of its transmission or publication. Public content is accessible through the internet and may be indexed by search engines. Ensure you do not accidentally make private content publicly available. Content received from other users is provided AS IS for your information and personal use only. You agree not to use, copy, reproduce, distribute, or exploit such content without express written consent from the rights holder.

By making content available, you affirm that you have the necessary rights and permissions. OPENLOGIC reserves the right to block or remove content if it receives complaints of illegality or infringement. If you wish to protest any blocking or removal of content, you may do so by contacting us.

OPENLOGIC may provide sample files and applications to demonstrate the potential use of the Services. These samples contain random data and are provided without warranty. OPENLOGIC makes no guarantee as to the accuracy or reliability of the information in these samples.

"OPENLOGIC," the OPENLOGIC logo, the names of individual Services, and their logos are trademarks of OPENLOGIC Corporation Private Limited. You agree not to display or use, in any manner, the OPENLOGIC trademarks without prior permission.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OPENLOGIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OPENLOGIC MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

YOU AGREE THAT OPENLOGIC SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF OPENLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OPENLOGIC'S TOTAL LIABILITY TO YOU EXCEED THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

OPENLOGIC will not be liable for any delay or failure to perform obligations due to events beyond its reasonable control, including acts of God, war, pandemics, strikes, governmental actions, or failure of communication systems ("Force Majeure Event"). OPENLOGIC will use reasonable efforts to mitigate the effects and notify you as soon as practicable. If the Force Majeure Event continues for more than 30 days, you may terminate this Agreement upon written notice and will be entitled to a prorated refund of prepaid fees.

You agree to indemnify and hold harmless OPENLOGIC, its officers, directors, employees, suppliers, and affiliates from any losses, damages, fines, and expenses arising out of or relating to any claims that you have used the Services in violation of another party's rights, any law, or any provisions of this Agreement.

Any controversy or claim arising out of or relating to the Terms shall be settled and adjudicated exclusively by the courts of [Your Jurisdiction] in accordance with the laws of [Your Country] without regard to conflict of law principles.

We may suspend your account or temporarily disable access to the whole or part of any Service in the event of suspected illegal activity, extended inactivity, or requests by law enforcement or government agencies. Objections should be made to legal@openlogic.com within thirty days of notification. We may terminate a suspended or disabled account after thirty days. We reserve the right to terminate your account upon reasonable belief of violation of the Agreement. You have the right to terminate your account if OPENLOGIC breaches its obligations, and you will be entitled to a prorated refund of prepaid fees. Termination includes denial of access to all Services and deletion of all data in your account.

We may modify this Agreement upon notice to you at any time through a service announcement or by sending an email to your primary email address. If significant changes affect your rights, you will be provided with at least 30 days' advance notice. You may terminate your use of the Services by notifying OPENLOGIC within 30 days if the Agreement is modified in a way that substantially affects your rights. In such an event, you will be entitled to a prorated refund of prepaid fees. Your continued use of the Services after the effective date of any change will be deemed your acceptance of the modified Agreement.

If you have any questions or concerns regarding this Agreement, please contact us at legal@openlogic.com.