Terms and Conditions

1.1 Provision of the Service. Subject to all the terms of this Agreement, Decision Machine grants Customer a non-sublicensable, non-transferrable (except with an assignment of this Agreement as authorized herein), nonexclusive, limited right to, during the subscription purchased by Customer hereunder (such as a monthly or annual subscription), access and use the hosted services provided by Decision Machine (collectively, the “Service”) for purposes of helping Customer score leads and accounts, automate approval and compliance workflows, and manage a pipeline of fintech decisions. All activity under the Agreement shall be strictly in accordance with and subject to Decision Machine’s applicable usage documentation (“Documentation”) and any other instructions provided or made available by Decision Machine on the Service website or in any other manner.

1.2 General Restrictions. Customer shall not (and shall not allow any third party to): (a) rent, lease, copy, provide access to or sublicense the Service to a third party; (b) use the Service to help develop any products or services that compete with the Service, (c) use the Service for the direct benefit of any third party, (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any part of the Service, (e) modify or create derivatives of the Service or any other materials provided by Decision Machine, or (f) remove or obscure any proprietary or other notices contained in the Service or documentation provided by Decision Machine.

1.3 Feedback. Notwithstanding anything else, Customer grants Decision Machine a perpetual, irrevocable, royalty free, paid-up, sub-licensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. Decision Machine agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided “AS IS”. “Feedback” means all suggestions for improvement or enhancement, recommendations, comments, opinions or other feedback provided by Customer (whether in oral, electronic or written form) to Decision Machine for the Service.

1.4 Third-Party Applications. The Service may enable Customer to send Customer Data to and from different third-party equipment, services, sources, and destinations Customer uses — including core banking systems, data warehouses, and communication tools (“Third-Party Applications”). Customer use of any Third-Party Applications is subject to Customer’s separate agreement with the provider. Customer is responsible for selecting and configuring the Third-Party Applications it chooses to use with the Service and for any exchange of Customer Data it enables through the Service. Decision Machine is not responsible for any Third-Party Applications used by Customer with the Service and has no liability or obligation under the separate agreement between Customer and the applicable third-party provider.

1.5 Support. Decision Machine will use reasonable efforts to provide support if and as Decision Machine deems it appropriate.

2.1 “Customer Data” means all (i) data provided by Customer or its systems or providers to Decision Machine, and (ii) all data (if any) collected by the Service from Customer’s equipment or environment. As between the parties, Customer shall retain all right, title and interest in the Customer Data.

2.2 License of Data. Subject to the terms of this Agreement, Customer hereby grants to Decision Machine a non-exclusive, worldwide, royalty-free right to use the Customer Data to the extent necessary to provide the Service to Customer. Customer represents and warrants that (i) it has all rights and authorization to provide the Customer Data, and (ii) Customer’s provision, use and maintenance of Customer Data complies with all laws, regulations and third-party rights.

2.3 Product Usage Data. For clarity, Decision Machine may collect data regarding usage of the components made available by Decision Machine (such as which scoring rules, workflow triggers, and compliance gates are configured and how they are used) to help improve the Service.

No intellectual property rights are assigned or transferred by either party in connection with this Agreement. Decision Machine will not disclose any of the decision workflows, scoring rules, or configurations created by Customer hereunder. For clarity, nothing prevents Decision Machine’s other customers from using the Service to create the same or similar workflows or rules.

All fees are as set on Decision Machine’s website and are payable in advance. Fees will be charged by Decision Machine to Customer’s payment method when due. Customer hereby authorizes Decision Machine (and its payment processor) to charge Customer’s payment method for all fees due. Customer will ensure that its payment account information provided to Decision Machine is accurate and up-to-date at all times. Customer is responsible for all of the foregoing — other than taxes based on the income of Decision Machine. Except as expressly set out herein, all fees are non-cancellable and non-refundable.

4.1 Late Payments. In the event of late payments, Customer agrees to pay interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less). In addition, Customer will reimburse Decision Machine for all costs of collection (including attorneys’ fees). If Customer’s account is five (5) days or more overdue, in addition to any of its other rights or remedies, Decision Machine reserves the right to suspend Customer’s access to the Service, without liability to Customer, until such amounts are paid in full.

5.1 Term. This Agreement will begin on the Effective Date and will have the subscription term selected by Customer during the Service registration process (“Subscription Term”). The Subscription Term will automatically renew for successive renewal terms of equal length to the initial Subscription Term, unless: (i) Customer cancels its Service account via the account functionality prior to the renewal date, or (ii) this Agreement is otherwise terminated as set out herein.

5.2 Termination. Decision Machine may terminate this Agreement and the Subscription Term at any time, with or without notice; provided that, if such termination is in the middle of a Subscription Term and is not for Customer’s breach, Decision Machine will refund all fees paid in advance for the remainder of the Subscription Term. In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under, or is subject to, any bankruptcy, receivership or comparable proceeding.

5.3 Effect of Termination. Upon any expiration or termination of this Agreement, (i) Customer shall immediately cease any and all use of and access to the Service, and (ii) each party will return to the other party (or destroy at the discloser’s request) such other party’s Confidential Information. In the event this Agreement is terminated by Customer for Decision Machine’s uncured breach as authorized in Section 5.2, Decision Machine will promptly refund to Customer all fees paid in advance for the remainder of the term. In the event of any other termination, all fees that would otherwise have been due for the full term of Customer’s purchase will be non-cancellable and non-refundable (and, if not already paid, will become promptly due).

5.4 Survival. The following Sections shall survive any expiration or termination of this Agreement: 1.2, 1.3, 2.3, 4 (with respect to outstanding payment obligations), 5, 6.3, 7, 8 (for a reasonable wind-down period) and 9.

6.1 Mutual Warranties. Customer represents and warrants that (i) it has all right, power, and authority to execute this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with any obligations it has to any third party.

6.2 Limited Warranty. Decision Machine warrants, for Customer’s benefit only, that the Service will operate in substantial conformity with the applicable written technical documentation made available by Decision Machine. Decision Machine does not warrant that Customer’s use of the Service will be uninterrupted or error-free. Decision Machine’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, at Decision Machine’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the non-conformity, or if Decision Machine determines such remedies to be impracticable, to allow Customer to terminate this Agreement and receive as its sole remedy a refund as set out in Section 5.3. This limited warranty shall not apply if (i) the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (ii) the Service is provided on a no-charge or evaluation basis.

6.3 Disclaimer; Limitation. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, THE SERVICE IS PROVIDED “AS IS” AND DECISION MACHINE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DECISION MACHINE MAKES NO WARRANTIES WITH RESPECT TO ANY SCORING RULES, WORKFLOWS, OR CONFIGURATIONS CREATED BY CUSTOMER HEREUNDER. CUSTOMER ACKNOWLEDGES THAT DECISION SCORING AND RISK MODELS ARE PROBABILISTIC AND DEPEND ON THE SIGNALS, DATA, AND RULES CUSTOMER CONFIGURES. WHILE DECISION MACHINE CONTINUALLY WORKS TO IMPROVE SCORING ACCURACY, NO WARRANTY IS MADE THAT ANY SCORE, RECOMMENDATION, OR AUTOMATED WORKFLOW ACTION WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR CUSTOMER’S SPECIFIC CREDIT, RISK, OR COMPLIANCE DECISIONS — CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS OWN UNDERWRITING, CREDIT, AND COMPLIANCE DECISIONS. DECISION MACHINE WILL NOT BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO DECISION MACHINE DURING THE IMMEDIATELY PRECEDING THREE (3) MONTH PERIOD (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE €1,000.00).

Each party agrees that all business and technical information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed. The terms of this Agreement, and all fees and pricing information, will be Decision Machine’s Confidential Information. Except as expressly authorized herein, the Receiving Party will, using reasonable measures, hold in confidence and not use or disclose any Confidential Information. This nondisclosure obligation shall not apply to information which the Receiving Party can document (i) was rightfully in its possession or known to it prior to receipt, or (ii) is or has become public knowledge through no fault of the Receiving Party. If required to be disclosed by law, the Receiving Party will promptly notify the Disclosing Party and use its best efforts to limit the disclosure.

8.1 Customer agrees that Decision Machine may use Customer’s name and logo on Decision Machine’s website and in Decision Machine promotional and marketing materials.

9.1 Assignment. Customer will not assign or transfer this Agreement (in whole or part). Any attempt to transfer or assign this Agreement except as expressly authorized above will be null and void. Decision Machine may freely assign this Agreement.

9.2 Force Majeure. Decision Machine will not be liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events beyond the reasonable control of Decision Machine, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, supply chain issues, issues with Decision Machine’s providers (such as its hosting provider), or refusal of a license by a government agency.

9.3 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of India, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled by arbitration administered under the Arbitration and Conciliation Act, 1996. The arbitration shall take place in Pune, Maharashtra, in the English language, and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated, the jurisdiction and venue for actions related to the subject matter hereof shall be the competent courts of Pune, Maharashtra, and both parties hereby submit to the personal jurisdiction of such courts.

9.4 Notice. All notices to Customer may be provided by Decision Machine via email or account notification. Any legal notices to Decision Machine must be sent to Decision Machine Private Limited, Sprint Antaaya, Baner Rd, Balewadi, Pune, Maharashtra 411045, India, and to contact@amrutraj.com.

9.5 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. This Agreement may be updated by Decision Machine on notice. If Customer does not agree to any amendment, its sole remedy is to terminate use of the Service within thirty (30) days from receipt of the amendment notice (otherwise Customer will be bound to the updated Agreement). If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. This Agreement may be executed electronically.