End User License Terms
For “YiMiTRA”
Developed by Yugaantar
Innovations Private Limited
Last Updated: September 09, 2025, Version: 2.0
These End User License Terms (“Agreement”) is
a legally binding contract between you, the client, identified in Annexure A
(“Client”, “Licensee”, “You”, “Your”), and Yugaantar Innovation Private
Limited, a company duly incorporated under the laws of India, with its
principal place of business in Mumbai, Maharashtra, India (“Yugaantar”,
“Licensor”, "Developer," "We," "Us," or
"Our").
This Agreement governs your use of the YiMiTRA
chatbot software, including any associated documentation, updates, and
Customizations (collectively, the "Software", “Product”, or “YiMiTRA”).
BY INSTALLING, ACCESSING, OR OTHERWISE USING
THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO
NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS, OR USE THE
SOFTWARE.
1. DEFINITIONS
·
"Software" means the YiMiTRA chatbot product in
object code form, including its core functionalities, APIs, user interfaces,
and any accompanying Documentation.
·
“Licensor”
means Yugaantar Innovations Private Limited
·
“Licensee”
means the user of the Product
·
"License" means the right to use the Software as
granted under this Agreement.
·
"Documentation" means any explanatory materials, user
manuals, or technical specifications provided by the Developer for the
Software.
·
"Customizations" means any client-specific modifications,
integrations, feature developments, or branding changes made to the Software by
the Developer as detailed in Annexure A.
·
"Intellectual
Property Rights" means all
patents, copyrights, trademarks, trade secrets, moral rights, and other
intellectual property rights, whether registered or unregistered, and all
applications for the same.
·
"License
Fee" means the fees payable
by the Client for the License and any associated services, as specified in
Annexure A.
·
"Confidential
Information" includes,
but is not limited to, the Software itself, source code, trade secrets,
business plans, customer data, and any non-public information disclosed by one
party to the other.
·
"Effective
Date" means the date specified
in Annexure A on which this Agreement becomes effective.
2. LICENSE GRANT
Subject to the terms and conditions of this
Agreement and timely payment of all applicable License Fees, the Developer
hereby grants to the Client a non-exclusive, non-transferable,
non-sublicensable, revocable, limited license to install, access, and use the
Software during the term specified in Annexure A, solely for the Client's
internal business purposes. The scope of use (e.g., number of users, domains,
API call limits) is specified in Annexure A.
3. RESTRICTIONS ON USE (ACCEPTABLE USAGE)
The Client shall not, and shall not permit any
third party to: a. Reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code or underlying ideas or algorithms of the
Software. b. Modify, translate, or create derivative works based on the
Software, except for the Customizations performed by the Developer. c. Rent,
lease, lend, sell, sublicense, assign, distribute, publish, transfer, or
otherwise make the Software available to any third party. d. Remove, alter, or
obscure any proprietary notices (including copyright and trademark notices) of
the Developer or its licensors. e. Use the Software for any purpose that is
illegal, fraudulent, or violates the rights of others, including but not
limited to sending spam, infringing on intellectual property, or distributing
malicious content. f. Use the Software to build a competitive product or
service. g. Use the Software to process or store any data in violation of
applicable data protection laws.
4. CUSTOMIZATION SERVICES
a. All Customizations to be performed by the
Developer for the Client will be detailed in a Statement of Work, attached as
part of Annexure A. b. The Developer will use commercially reasonable
efforts to deliver the Customizations in accordance with the timeline specified
in Annexure A. c. The Client agrees to provide the Developer with timely access
to necessary resources, personnel, and information required to perform the
Customizations. d. All Intellectual Property Rights in and to the
Customizations, including any new code, scripts, or modules developed, shall be
owned exclusively by the Developer. The Developer grants the Client a license
to use these Customizations as an integral part of the Software under the terms
of this Agreement.
5. PAYMENT AND FEES
a. The Client shall pay the Developer the
License Fees, Customization Fees, and any other applicable charges as set out
in Annexure A. b. All fees are non-refundable, except as expressly
stated in this Agreement. c. All payments shall be made in the currency
specified in Annexure A within thirty (30) days of the invoice date, unless
otherwise specified. d. Late payments will be subject to an interest charge of
1.5% per month on the outstanding balance, or the maximum rate permitted by
law, whichever is lower. e. All fees are exclusive of any applicable taxes,
levies, duties, or similar governmental assessments, including but not limited to
value-added tax (VAT), goods and services tax (GST), sales tax, etc. The Client
is responsible for paying all such taxes associated with its purchases
hereunder.
6. INTELLECTUAL PROPERTY RIGHTS
a. Ownership: The Client acknowledges that the
Software, including all source code, object code, algorithms, designs,
trademarks, documentation, and all related Intellectual Property Rights are and
shall remain the exclusive property of Yugaantar Innovation Private Limited. This
Agreement does not transfer or convey any ownership rights in the Software,
customizations, or associated intellectual property to the Client. The Client
is granted only a limited license to use the Software in accordance with the terms
of this Agreement. Any feedback or suggestions provided by the Client may be
freely used by Yugaantar without obligation. Any customizations, enhancements,
or modifications made by Yugaantar under this Agreement shall form part of the
Software and shall be owned exclusively by Yugaantar, unless otherwise
expressly agreed in a separate written agreement signed by both parties. The
Client shall not claim any proprietary rights or interests in the Software or
any of its components, whether customized or not. This Agreement does not
transfer any ownership rights to the Client. The Client acknowledges that no
ownership of intellectual property is transferred under this Agreement. b. Client
Data: The Client shall retain all ownership rights to the data, content,
and information it provides or processes through the Software ("Client
Data"). The Client grants the Developer a worldwide, non-exclusive,
royalty-free license to use, reproduce, modify, and display the Client Data
solely for the purpose of providing, maintaining, and improving the Software
and related services for the Client.
7. WHITE LABEL RIGHTS AND COMMERCIAL USE
Upon mutual discussion and agreement, the
Licensor may allow White Labelling of the Licensed Product under following
conditions:
a. White Label Authorization: Remove, modify,
or replace Licensor's trademarks, trade names, logos, branding elements, and
other proprietary markings from the Licensed Product. Apply Licensee's own
trademarks, trade names, logos, branding elements, and proprietary markings to
the Licensed Product ("White Label Use"); and Present the Licensed
Product to end users and third parties under Licensee's brand identity as if
Licensee were the original developer or manufacturer of the Licensed Product.
b. Commercial Use Rights: Subject to sub-clause 1 above, Licensee is expressly
authorized to: Use the Licensed Product for commercial purposes and derive
profit therefrom; Market, distribute, sell, lease, or otherwise commercialize
the White Labelled Product to third parties; Set pricing, terms of sale, and
commercial conditions for the White Labelled Product at Licensee's sole
discretion; and Retain all revenues generated from the commercial exploitation
of the White Labelled Product. c. Licensee Obligations and Restrictions: In
exercising the white label rights granted herein, Licensee agrees to: Maintain
the functionality, quality, and performance standards of the Licensed Product;
Unless otherwise agreed differently between the parties, assume full
responsibility for customer support, and technical assistance related to the
White Labelled Product; Assume full responsibility of warranty claims from any
third party Indemnify and hold harmless Licensor from any claims, damages, or
liabilities arising from Licensee's white label use or commercial exploitation
of the Licensed Product; Not represent or imply that Licensor endorses,
sponsors, or is affiliated with Licensee's White Labelled Product unless
expressly authorized in writing; Comply with all applicable laws, regulations,
and industry standards in the marketing and distribution of the White Labelled
Product; and Not use the white label rights in any manner that would damage
Licensor's reputation or violate the End User Licensing Terms. d. Intellectual
Property Clarification: Notwithstanding the white label rights granted herein:
Unless expressly disowned and transferred unconditionally, the Licensor retains
all ownership rights, title, and interest in the underlying Licensed Product,
including all intellectual property rights therein; Licensee acquires no
ownership rights in the Licensed Product itself, only the right to rebrand and
commercialize as specified herein; Any modifications, enhancements, or
derivative works created by Licensee shall be subject to these terms Licensee
owns all rights to its own branding elements applied to the Licensed Product.
e. Quality Control and Compliance: Licensee acknowledges that: The white label
rights are contingent upon Licensee maintaining the Licensed Product in
accordance with Licensor's specifications and quality standards; Licensor may,
upon reasonable notice, audit Licensee's use of the Licensed Product to ensure
compliance with this Agreement; and Material breach of these white label
provisions may result in immediate termination of the white label rights while
preserving other rights under these End User Licensing Terms. f. Termination of
White Label Rights: Upon termination or expiration of this Agreement, or upon
termination of the white label rights specifically: Licensee shall immediately
cease all white label use of the Licensed product; Licensee may complete
performance of existing contractual obligations with third parties entered into
prior to termination, provided such completion occurs within 30 days of
termination; and Licensee shall remove all of its branding from any remaining
copies of the Licensed Product in its possession or control.
8. TERM AND TERMINATION
a. Term: This Agreement shall commence
on the Effective Date and shall continue for the initial term specified in
Annexure A ("Initial Term"). Thereafter, it may be renewed as
mutually agreed upon by the parties. b. Termination for Cause: Either
party may terminate this Agreement immediately upon written notice if the other
party: i. Commits a material breach of this Agreement and fails to cure such
breach within thirty (30) days of receiving written notice thereof. ii. Becomes
insolvent, files for bankruptcy, or ceases its business operations. c. Termination
for Non-Payment: The Developer may suspend access to the Software or
terminate this Agreement if the Client fails to pay any undisputed fees when
due. d. Effect of Termination: Upon termination or expiration of this
Agreement: i. All rights and licenses granted to the Client hereunder shall
immediately cease. ii. The Client must immediately cease all use of the
Software and destroy all copies of the Software and Documentation in its
possession or control. iii. The Client shall pay any outstanding fees owed to
the Developer. iv. Sections 6, 8, 9, 10, 11, and 12 shall survive any
termination of this Agreement.
9. WARRANTIES AND DISCLAIMER
a. Limited Warranty: EXCEPT FOR ANY
WARRANTY AGREED IN ANNEXURE A, THE SOFTWARE IS PROVIDED "AS IS" AND
"AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND. THE DEVELOPER AND
ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF PERFORMANCE, EFFICIENCY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE DEVELOPER DOES NOT WARRANT
THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
10. LIMITATION OF LIABILITY
a. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA) ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
DEVELOPER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO CIRCUMSTANCES
EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE DEVELOPER AS LICENSE FEES
DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
THE CLAIM.
11. CONFIDENTIALITY
Each party agrees to maintain the
confidentiality of the other party's Confidential Information and not to use or
disclose it for any purpose other than the performance of this Agreement. This
obligation shall not apply to information that is (a) publicly known, (b)
already in the receiving party's possession without an obligation of
confidentiality, or (c) required to be disclosed by law.
12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and
construed in accordance with the laws of India. Any dispute, controversy, or
claim arising out of or relating to this Agreement shall be subject to the
exclusive jurisdiction of the competent courts located in Mumbai,
Maharashtra, India.
13. GENERAL PROVISIONS
a. Entire Agreement: This Agreement,
including its Annexure(s), constitutes the entire agreement between the parties
and supersedes all prior communications and agreements. b. Amendment: The Licensor reserves rights to modify, amend
and update these Licensing Terms as and when required for protecting its
intellectual property rights in the Product. The Licensor shall inform Licensee
about such changes through preferred mode of communications. c. Assignment: The Client may not
assign or transfer this Agreement without the prior written consent of the
Developer. d. Force Majeure: Neither party shall be liable for any
failure or delay in performance due to circumstances beyond its reasonable control,
including acts of God, war, riot, or natural disasters. e. Notices: All
notices shall be in writing and sent to the addresses specified in Annexure A
or as otherwise updated by the parties.
ANNEXURE A
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YiMiTRA
CLIENT-SPECIFIC CUSTOMIZATIONS & COMMERCIAL TERMS
Annexure A
Version 1.0
[Date]
ANNEXURE
A
CLIENT-SPECIFIC CUSTOMIZATIONS & COMMERCIAL TERMS
This Annexure A forms an integral part of the End User License Term ("Agreement") between Yugaantar Innovation ("Developer") and the undersigned Client.
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INTRODUCTION |
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Ownership and Product
Background YUGAANTAR INNOVATION
PRIVATE LIMITED (“Company” or
“Yugaantar”) has developed, and retains all intellectual property rights,
title, and interest in, a proprietary chatbot solution named YiMiTRA (“Product”).
This Product has been designed to serve multiple industries including, but
not limited to, IT Services, Healthcare, Manufacturing, Banking &
Finance, Retail, and Logistics. The Product is designed to process, evaluate, and
present data accurately in response to user queries based on information
retrieved from the provided knowledge base. Company
offers the Product in as is or in customised forms under conditional
licensing terms explained in the End User Licensing Terms. Engagement Purpose -----------------------------------------------------
(“Client”) seeks to engage Company for the purpose of
customizing the company’s
proprietary chatbot solution “YiMiTRA” to
align with the Client’s unique operational requirements. The objective of
this engagement is to develop a tailored solution (“Customized Chatbot
Solution”) that
will streamline customer interactions, enable instant query
resolution, and enhance service efficiency within the Client’s environment. Intellectual Property
Rights Unless expressly agreed otherwise in writing, Yugaantar shall retain full ownership of all intellectual property rights in the Product, along with any customizations, enhancements, modifications, or derivative works created in connection with or related to the Product. The Client shall be granted a limited, non-commercial, non-exclusive, non-transferable right to use the Customized Solution solely for internal client usage along with any agreed use case if agreed separately. |
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CLIENT DETAILS
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Items |
Details |
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Client
Legal Name |
[Client's Full Legal Name] |
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Client
Address |
[Client's Registered Address] |
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Contact
Person |
[Name of Primary Contact] |
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Contact
Email |
[Primary Contact’s Email Address] |
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Contact
Phone |
[Primary Contact’s Phone Number] |
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COMMERCIAL TERMS
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Items |
Details |
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Effective
Date |
[Agreement Enter Date] |
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Initial
Licence Term |
[Initial Licence Validity] |
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Renewal
Terms |
[Annually/ Quarterly/ Monthly] unless
terminated with 60days notice in written. |
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License
Scope |
[As per developer / As per agreed
terms] |
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SCHEDULE OF FEES (IN INR)
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Fee Type |
Amount |
|||||||||
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One-Time Setup Fees |
[System
Set Up Fees Per instance] |
|||||||||
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Customization
Fees |
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|||||||||
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Recurring
license Fees |
[Annual/Quarterly/Monthly
Recurring License Fees] |
|||||||||
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Total Amount |
[Final Commercial Amount] |
|||||||||
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Total
Initial Payment |
[Amount/ Payment Due upon signing of
this Agreement] |
|||||||||
Note:
1. The Fees are exclusive of any applicable taxes as
mentioned in EULA.
2. For any client visit out of Mumbai,
Maharashtra. Travel and Accommodation expenses need to be paid by ________________________________
(Client)
4. Statement of Work: Client-Specific Customizations
The following Customizations will be developed and implemented by Yugaantar for the Client:
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CLIENT-SPECIFIC CUSTOMIZATION OBJECT LIST
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Feature/Customization
|
Detailed Description |
|
[Customization
# 1] |
[Detailed description
of the requirement] |
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[Customization
# 2] |
[Detailed description
of the requirement] |
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STATEMENT OF WORK DETAILING
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Data
Coverage: [Data details] [Data provided from client for the
Knowledge Base] [Provided data getting accessed for
the customized chat flow] Inclusion: 1.
[List of Feature
included for the customization/development of the Customized Chatbot
Solution] Acceptance Criteria: 1.
[List of validation
points for the client to validate the Customized Chatbot Solution] Exclusion: 1.
[List of Feature
excluded for the customization/development of the Customized Chatbot
Solution] |
5. Support and Maintenance Plan
·
Support
Level:
1.
Support Level Description#1
2.
Support Level Description#2
·
Description:
1. Support Description#1.
2. Support Description#2
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the Effective Date.
AGREED
AND ACCEPTED BY:
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CLIENT
NAME: [Undersigned Client’s Company Name] |
CLIENT
NAME: YUGAANTAR INNOVATIONS PRIVATE LIMITED |
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Name: Undersigned Client’s Authorized Person
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Name: Yugaantar’s Authorized Person |
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Title: Undersigned Client’s Authorized Person Title |
Title: Yugaantar’s Authorized Person Title |
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Signature |
Signature |
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Date: |
Date: |