Agreement & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between MetaGuard Mobitech Pvt. Ltd. ("MetaGuard", "we", "us", or "our"), a company incorporated under the Companies Act, 2013 with its registered office in Gurgaon, Haryana, India, and the entity or individual ("Customer", "you", or "your") accessing or using the MemoFaceAI platform and associated services (the "Services").

By clicking "I agree", completing a registration form, signing an Order Form, or otherwise accessing or using the Services, you represent that:

• you have the authority to bind your organisation to these Terms (if accessing on behalf of an organisation);
• you are at least 18 years of age and legally capable of entering into a binding contract;
• your organisation is duly incorporated or registered under applicable law.

If you do not agree to these Terms, do not access or use the Services. You may contact us at legal@metaguard.in to discuss alternative contractual arrangements.

Definitions

Access & Accounts

3.1 Account registration

To use the Services, the Customer must register an account by providing accurate and complete information. The Customer is responsible for keeping account credentials confidential and for all activities that occur under the account. MetaGuard must be notified immediately at support@metaguard.in of any unauthorised access or suspected compromise of account credentials.

3.2 Authorised users

Access to the Services is limited to the number of Administrators specified in the Customer's subscription plan. End User enrolment (for attendance tracking) is subject to the seat limits of the selected plan. The Customer is responsible for ensuring that all Administrators comply with these Terms and the applicable Acceptable Use Policy (Section 6).

3.3 Account security requirements

• Administrators must use strong, unique passwords and are encouraged to enable multi-factor authentication (MFA) where available;
• Shared login credentials are not permitted;
• Former employees with Administrator access must be de-provisioned promptly upon departure;
• The Customer is liable for any breach, data loss, or compliance violation arising from failure to maintain adequate account security.

3.4 Hardware and on-premise installations

Where the Services include hardware devices (cameras, edge processing units) or on-premise software, additional installation and hardware terms apply as specified in the relevant Order Form. The Customer is responsible for physical security of installed hardware and for maintaining the network environment required for proper operation.

Subscriptions & Payment

4.1 Plans

Sector-specific pricing (e.g. ₹8/student/year for schools) is available and governed by the applicable Order Form. All prices are exclusive of applicable taxes.

4.2 Billing cycles

Subscriptions are billed in advance — monthly or annually as selected. Annual subscriptions are non-refundable after the 14-day cancellation window following the first charge. Monthly subscriptions may be cancelled at any time; access continues until the end of the paid billing period.

4.3 Taxes

All fees are exclusive of Goods and Services Tax (GST) and any other applicable taxes or levies. GST will be applied to invoices at the prevailing rate. The Customer is responsible for all taxes applicable in their jurisdiction. If the Customer holds a valid GST registration, they must provide their GSTIN at the time of registration.

4.4 Late payment

Invoices are due within 14 days of issue. Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). MetaGuard reserves the right to suspend access to the Services after 30 days of non-payment, following written notice to the Customer's registered email address.

4.5 Price changes

MetaGuard may update subscription pricing with 60 days' written notice. Price changes do not apply to the current paid Subscription Term — they take effect on renewal. The Customer may cancel at the end of the current term if they do not accept revised pricing.

4.6 Refunds

Subscription fees are non-refundable except where: (a) MetaGuard terminates the agreement without cause, in which case a pro-rated refund of prepaid unused fees will be issued; or (b) required by applicable consumer protection law. Implementation, professional services, and hardware fees are non-refundable.

Pilot Program

• The pilot period begins on the date of account activation and expires automatically after 15 calendar days;
• No payment information is collected or required during the pilot period;
• At the end of the pilot, the account is automatically suspended unless the Customer selects and activates a paid plan;
• Customer Data (attendance records and enrolled biometric templates) is retained for 14 days after pilot expiry to allow the Customer to export or transition to a paid plan, after which it is permanently deleted;
• MetaGuard reserves the right to limit, extend, or discontinue the pilot offer at any time, with or without notice;
• Abuse of the pilot (including creating multiple pilot accounts to circumvent the 15-day limit) constitutes a material breach of these Terms.

Acceptable Use

The Customer may use the Services only for lawful business purposes consistent with these Terms. The following uses are explicitly permitted and prohibited:

Permitted uses

Prohibited uses

Violation of the Acceptable Use Policy may result in immediate suspension of the Services. MetaGuard will generally provide written notice and a 7-day cure period for non-intentional violations, except where the violation poses an immediate security risk or legal exposure, in which case suspension may be immediate.

Data & Privacy

The handling of Customer Data and personal data is governed by our Privacy Policy and, for enterprise customers, the Data Processing Agreement (DPA) executed as part of the Order Form. The following principles apply to all Customers:

• Customer ownership: Customer Data remains the property of the Customer at all times. MetaGuard does not claim any ownership, licence, or right to use Customer Data beyond what is necessary to provide the Services;
• Processing on instruction: MetaGuard processes personal data — including biometric templates — only on the Customer's documented instructions and in accordance with the DPA;
• No data monetisation: MetaGuard will never sell, share for advertising purposes, or commercially exploit Customer Data or End User personal data;
• Data portability: Customers may export their attendance data in standard formats (CSV, JSON) at any time via the dashboard or on request;
• Data deletion on termination: Upon termination of the subscription, all Customer Data (including biometric templates) will be deleted within 30 days, subject to any legal retention obligations. A deletion certificate can be provided on request;
• Sub-processor notification: MetaGuard will notify Customers of any new sub-processors at least 30 days before engagement, providing an opportunity to object.

Service Levels (SLA)

MetaGuard commits to the following service levels for the cloud-hosted version of MemoFaceAI. On-premise deployments are subject to separate support terms.

SLA credits (Enterprise only)

If the monthly uptime commitment is not met, Enterprise Customers are eligible for service credits applied to the next invoice:

Credits must be requested within 30 days of the qualifying downtime event and are the sole remedy for SLA failures. Uptime excludes scheduled maintenance windows and downtime caused by the Customer's network, hardware, or third-party services outside MetaGuard's control.

Exclusions

SLA commitments do not apply to: the pilot program period; beta or preview features; downtime resulting from Customer-initiated changes; force majeure events; or internet connectivity issues outside MetaGuard's network.

Intellectual Property

9.1 MetaGuard's IP

The Services — including all software, source code, AI models, face recognition algorithms, liveness detection technology, database schemas, user interfaces, documentation, trade names, and trademarks — are and remain the exclusive intellectual property of MetaGuard Mobitech Pvt. Ltd. These Terms do not transfer any ownership interest in MetaGuard's IP to the Customer.

MetaGuard grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for the Customer's internal business purposes during the Subscription Term, subject to these Terms.

9.2 Customer's IP and data

The Customer retains all intellectual property rights in Customer Data. The Customer grants MetaGuard a limited, non-exclusive licence to process Customer Data solely to the extent necessary to provide the Services and fulfil obligations under these Terms.

9.3 Feedback

If the Customer or its users provide suggestions, feature requests, or other feedback about the Services ("Feedback"), the Customer grants MetaGuard a perpetual, royalty-free, worldwide licence to use, incorporate, and commercialise that Feedback without restriction or compensation. MetaGuard will not identify the Customer as the source of any Feedback without prior consent.

9.4 Restrictions

• The Customer must not remove, obscure, or alter any copyright, trademark, or proprietary notices in the Services;
• The Customer must not use MetaGuard's name, logo, or trademarks in marketing materials without prior written consent, except to truthfully describe the Customer's use of the Services (e.g. "powered by MemoFaceAI");
• The Customer must not attempt to re-create or develop competing products using knowledge or materials derived from the Services.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential — including pricing, technical specifications, business plans, Customer Data, and the terms of any Order Form.

Obligations

Each party agrees to: (a) keep Confidential Information of the other party strictly confidential; (b) not disclose it to third parties without prior written consent; (c) use it only for purposes permitted under these Terms; and (d) protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt written notice to allow the other party to seek a protective order.

These confidentiality obligations survive termination of these Terms for a period of 3 years, except in respect of trade secrets, which shall be maintained confidential indefinitely.

Warranties & Disclaimers

11.1 MetaGuard's warranties

MetaGuard warrants that: (a) it has the right and authority to enter into these Terms and provide the Services; (b) the Services will perform materially in accordance with their documentation under normal use; (c) MetaGuard will implement industry-standard security measures to protect Customer Data; and (d) to MetaGuard's knowledge, the Services do not infringe any third-party intellectual property rights.

11.2 Customer warranties

The Customer warrants that: (a) it has the authority to enter into these Terms; (b) it has obtained all required consents from End Users for biometric enrolment before using the Services; (c) its use of the Services will comply with all applicable laws including India's DPDPA and applicable labour laws; and (d) the Customer Data does not infringe any third-party rights.

11.3 Disclaimers

Limitation of Liability

12.1 Exclusion of consequential loss

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages — including loss of profits, revenue, data, business, or goodwill — arising from or related to these Terms or the Services, even if advised of the possibility of such damages.

12.2 Aggregate liability cap

MetaGuard's total aggregate liability to the Customer for all claims arising under or in connection with these Terms shall not exceed the greater of: (a) the total fees paid by the Customer to MetaGuard in the 12 months preceding the event giving rise to the claim; or (b) ₹50,000 (Fifty Thousand Indian Rupees).

12.3 Exceptions

The limitations in Sections 12.1 and 12.2 do not apply to: (a) the Customer's payment obligations; (b) either party's confidentiality obligations; (c) either party's indemnification obligations; (d) MetaGuard's liability for a confirmed personal data breach caused by MetaGuard's gross negligence or wilful misconduct; or (e) any liability that cannot be limited by law.

12.4 Indemnification

The Customer shall indemnify, defend, and hold harmless MetaGuard and its officers, directors, and employees from any claims, damages, fines, or costs (including reasonable legal fees) arising from: (a) the Customer's breach of these Terms; (b) the Customer's failure to obtain required End User consent for biometric data collection; (c) Customer Data infringing any third-party rights; or (d) the Customer's violation of applicable law.

Term & Termination

Duration

These Terms commence on the date of acceptance and continue for the Subscription Term specified in the Order Form or at checkout. After the initial Subscription Term, the agreement automatically renews for successive periods of the same duration unless either party provides written notice of non-renewal at least 30 days before the renewal date.

Termination timeline

Termination for cause

Either party may terminate these Terms immediately on written notice if the other party: (a) commits a material breach that is not cured within 30 days of written notice; (b) becomes insolvent, enters administration, or makes an assignment for the benefit of creditors; or (c) violates applicable law in a manner that materially affects the other party.

MetaGuard may suspend (but not terminate) access immediately — without prior notice — where the Customer's use poses an imminent security risk, is in violation of applicable law, or constitutes a prohibited use under Section 6.

Governing Law & Dispute Resolution

14.1 Governing law

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law principles. For Customers in the MENA region, local mandatory consumer or commercial protection laws may apply in addition to these Terms.

14.2 Dispute resolution — informal first

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate the process by providing written notice describing the dispute. The parties will have 30 days to resolve the matter informally ("Cooling-off Period").

14.3 Arbitration

If a dispute is not resolved within the Cooling-off Period, it shall be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), with the seat of arbitration in Gurugram, Haryana. The arbitration shall be conducted in English by a sole arbitrator agreed upon by the parties, or if no agreement is reached within 14 days of request, appointed by the competent court. The arbitral award shall be final and binding.

14.4 Jurisdiction for interim relief

Notwithstanding the arbitration clause, either party may seek urgent interim or injunctive relief from the courts of Gurugram, Haryana, India to prevent irreparable harm pending arbitration. Both parties irrevocably submit to the exclusive jurisdiction of those courts for this purpose.

14.5 Miscellaneous

• Entire agreement: These Terms, together with any Order Form, DPA, and MSA, constitute the entire agreement between the parties and supersede all prior agreements relating to the Services;
• Severability: If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force;
• Waiver: Failure by either party to enforce any provision of these Terms does not constitute a waiver of future enforcement of that provision;
• Assignment: The Customer may not assign these Terms or any rights hereunder without MetaGuard's prior written consent. MetaGuard may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets;
• Force majeure: Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control, including acts of god, government action, pandemic, or infrastructure failures — provided the affected party notifies the other promptly and makes reasonable efforts to mitigate the impact;
• Notices: All legal notices under these Terms must be in writing and delivered by email (with confirmation of receipt) or registered post to the addresses specified in the Order Form or registration account.