Effective Date: April 2025 Version: 1.9

These License Terms ("Agreement") govern your use of FluxAI, a manufacturing intelligence platform provided by Trinesis Technologies Private Limited ("Trinesis", "Licensor", "we", "us", or "our"). By purchasing, installing, or using FluxAI, you ("Licensee", "you", or "your") agree to be bound by this Agreement.

1. Agreement

1.1 Governing Terms

These License Terms govern your use of FluxAI. By placing an order referencing a Trinesis Quotation, you agree to these Terms.

1.2 Entire Agreement

This Agreement, together with the applicable Quotation, constitutes the entire agreement between the parties regarding FluxAI licensing. Pre-existing NDAs and confidentiality agreements remain in effect.

1.3 Acceptance

This Agreement becomes binding upon the earlier of: (i) your signature or electronic acceptance; (ii) your issuance of a purchase order referencing a Trinesis Quotation; or (iii) your use of the Software.

2. Definitions

"Authorized Users" means your employees, contractors, and agents authorized to access and use the Software.

"Confidential Information" means any information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given its nature and circumstances of disclosure.

"Documentation" means user manuals, technical specifications, and other written materials describing the Software's functionality.

"Edge Device" means hardware device(s) installed on your premises to collect and process manufacturing data locally.

"Go-Live" means the date the Software is deployed and operational on the Monitoring Point(s), as confirmed in writing by both parties.

"Implementation Services" means services provided by Trinesis to configure, deploy, and implement the Software.

"Monitoring Point" means a discrete unit of production where FluxAI collects data and provides intelligence—whether a single machine, a production line, a route, or an inspection station, as specified in your Order.

"Manufacturing Data" means all data collected from your manufacturing equipment, sensors, and operations through the Software.

"Order" means your purchase order or other ordering document referencing a Quotation.

"Quotation" means the commercial proposal issued by Trinesis specifying pricing, scope, and deliverables for the Software and related services.

"AMC" (Annual Maintenance Contract) means the annual support and maintenance agreement covering software updates, support services, and AI model maintenance.

"Software" means Trinesis's FluxAI manufacturing intelligence platform, including:

• Data collection and integration components
• Analytics dashboards and reporting
• AI/ML models and algorithms
• Cloud platform (if applicable)
• Edge software (if applicable)
• Updates and enhancements provided during an active AMC period

3. License Grant

3.1 Grant of License

Subject to this Agreement and payment of applicable fees, Trinesis grants you a non-exclusive, non-transferable license to:

• Install and use FluxAI on your premises for the Monitoring Point(s) specified in your Order
• Allow Authorized Users to access and use the Software for your internal manufacturing operations
• Store and process Manufacturing Data through the Software

3.2 License Type

FluxAI is licensed on a per Monitoring Point, perpetual basis. Each Monitoring Point requires a separate license. Your perpetual license remains valid indefinitely, subject to compliance with this Agreement.

3.3 License Restrictions

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to discover source code or underlying algorithms
• Modify, translate, or create derivative works based on the Software
• Rent, lease, distribute, sell, resell, assign, or transfer rights to the Software
• Use the Software for any purpose other than your internal manufacturing operations
• Remove any proprietary notices or labels from the Software or Edge Devices
• Use the Software for machines not specified in your Order without purchasing additional licenses
• Share login credentials or allow unauthorized access
• Use the Software to provide services to third parties

3.4 Reservation of Rights

All rights not expressly granted are reserved by Trinesis. You acknowledge that:

• The Software is licensed, not sold
• You acquire only the right to use the Software in accordance with this Agreement
• Trinesis retains all right, title, and interest in the Software, including all intellectual property rights

3.5 Audit Rights

Trinesis may, upon fifteen (15) days prior written notice, audit your use of the Software to verify compliance. Audits shall:

• Be conducted during normal business hours
• Not unreasonably interfere with your operations
• Be limited to once per calendar year, unless a previous audit revealed material non-compliance
• Be at Trinesis's expense, unless the audit reveals unauthorized use exceeding 5% of licensed capacity, in which case you shall bear audit costs and promptly pay for additional licenses

3.6 Bundled Hardware

When hardware (edge devices, cameras, sensors, PLCs, etc.) is included in your FluxAI package:

• Hardware ownership transfers to you upon full payment
• Hardware is subject to FluxAI Hardware Terms
• Software embedded in hardware remains licensed under this Agreement

4. Intellectual Property Rights

4.1 Trinesis Ownership

The Software, including all source code, object code, algorithms, AI models, user interfaces, designs, and Documentation, is and remains the sole and exclusive property of Trinesis. All intellectual property rights in the Software—including patents, copyrights, trade secrets, and trademarks—belong exclusively to Trinesis. Any improvements, modifications, or derivative works created by Trinesis remain Trinesis property.

4.2 License Only

This Agreement grants a license to use the Software. No intellectual property rights are assigned, sold, or transferred to you. You receive only the usage rights expressly granted herein.

4.3 Customizations

Any customizations, configurations, or integrations developed by Trinesis specifically for you shall be:

• Owned by Trinesis as part of the Software platform
• Licensed to you under the same terms as the Software
• Not transferable to third parties by you

4.4 Your Data

You retain all ownership of your Manufacturing Data. Trinesis claims no intellectual property rights in your Manufacturing Data.

4.5 Feedback

If you provide suggestions or feedback regarding the Software, Trinesis may use such feedback without obligation to you.

4.6 Third-Party Components

You acknowledge that:

• The Software incorporates open-source components licensed under various licenses (MIT, Apache 2.0, BSD, etc.). A list is available in the Documentation or upon request
• Trinesis confirms compliance with all applicable open-source license terms
• The Software utilizes third-party cloud infrastructure (Google Cloud Platform) for hosting and data processing
• Trinesis ensures all third-party providers maintain appropriate security and confidentiality standards
• Open-source components are provided "AS IS" subject to their respective licenses. Trinesis warranties apply to the Software as a whole, not individual open-source components

5. Data Ownership & Privacy

5.1 Data Ownership

You retain all right, title, and interest in your Manufacturing Data. Trinesis shall not use Manufacturing Data for any purpose other than providing the Software and services to you.

5.2 Data Isolation

Trinesis shall implement appropriate technical measures to ensure your Manufacturing Data is logically separated from other customers and accessible only to Authorized Users.

5.3 Data Location

Manufacturing Data may be:

• Processed locally on Edge Devices at your premises
• Transmitted to and stored on cloud infrastructure located in India (or as otherwise agreed)

5.4 Data Security

Trinesis shall implement industry-standard security measures including:

• Encryption of data in transit and at rest
• Access controls and authentication
• Regular security assessments
• Incident response procedures

5.5 Data Retention & Deletion

Upon termination:

• Trinesis shall provide you with a copy of all Manufacturing Data in a standard format upon request
• Trinesis shall delete all Manufacturing Data from its systems within thirty (30) days of termination, unless required to retain by law

For complete details, see our FluxAI Data Policy.

6. Implementation Services

6.1 Implementation Scope

Trinesis shall provide Implementation Services as described in your Order, including:

• Site assessment and requirements gathering
• Edge Device installation and configuration
• Integration with your manufacturing equipment
• Dashboard configuration and customization
• User training and knowledge transfer
• Go-live support

6.2 Implementation Timeline

Trinesis shall use commercially reasonable efforts to complete implementation within the timeline specified in your Order, subject to you fulfilling your responsibilities.

6.3 Your Responsibilities

You shall:

• Provide Trinesis access to your facility, equipment, and systems necessary for implementation
• Designate a project coordinator to work with Trinesis
• Ensure qualified personnel are available to support implementation
• Provide necessary network connectivity and infrastructure
• Obtain any internal approvals required for equipment integration
• Provide historical production data as reasonably requested

6.4 Change Requests

Any changes to the scope of Implementation Services shall be documented in a written change order signed by both parties, specifying any additional fees or timeline adjustments.

6.5 Acceptance

Acceptance criteria shall be as defined in your Order. If no specific criteria are defined:

• The Software shall be deemed accepted upon the earlier of: (i) your written acceptance; (ii) your productive use of the Software; or (iii) seven (7) days after Go-Live, unless you provide written notice specifying material defects
• If you provide written notice of material defects within the acceptance period, Trinesis shall have thirty (30) days to cure such defects, after which the acceptance process shall repeat
• You shall not unreasonably withhold or delay acceptance

7. Support Services

7.1 Standard Support

During an active AMC period, Trinesis shall provide Support Services including:

• Technical support via email and phone during business hours (9 AM - 6 PM IST, Mon-Fri)
• Bug fixes and error corrections
• Software updates and patches
• System monitoring and maintenance

7.2 Annual Maintenance Contract

AMC includes:

• Support hours as specified in the Service Level Agreement
• Quarterly system health checks
• Security patches and updates
• AI model retraining and optimization

7.3 AMC Term

AMC shall be for twelve (12) months, renewable annually by mutual agreement.

7.4 Without Active AMC

If AMC is not renewed:

• You retain your perpetual license to use the Software
• You shall not receive software updates, support services, or AI model maintenance
• Trinesis shall have no obligation to provide technical support
• You may reinstate AMC by paying applicable fees plus any reinstatement charges

7.5 Additional Support

Support beyond hours included in AMC shall be charged at rates specified in the applicable Quotation.

7.6 Updates vs Upgrades

• Updates (included in AMC): Bug fixes, security patches, minor enhancements, AI model retraining, maintenance releases that do not materially change functionality
• Upgrades (separate purchase): Major new versions, significant new features, new modules, functionality not in original scope. Upgrades offered at then-current pricing with reasonable advance notice

For response times and SLA details, see our Service Level Agreement.

8. Fees & Payment

Fees, payment terms, and commercial conditions are specified in separate Quotation document(s) issued by Trinesis and accepted by you via Purchase Order. This Agreement governs license terms; commercial terms are per the applicable Quotation.

9. Warranties & Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that:

• It has the authority to enter into this Agreement
• This Agreement constitutes a valid and binding obligation

9.2 Trinesis Warranties

Trinesis represents and warrants that:

• The Software will perform materially in accordance with the Documentation
• Trinesis has the right to grant the licenses herein
• The Software does not infringe any third party's intellectual property rights
• Implementation Services will be performed in a professional manner

9.3 Support & Remedies

Support, bug fixes, updates, and issue resolution are provided through the Annual Maintenance Contract (AMC). Customers with an active AMC receive full support as described in the Service Level Agreement.

9.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SOFTWARE IS PROVIDED "AS IS" AND TRINESIS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRINESIS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

10.1 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT.

10.2 Exclusion of Consequential Damages

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Excluded Claims

"Excluded Claims" means:

• Breach of confidentiality obligations
• Infringement of intellectual property rights
• Your breach of license restrictions
• Indemnification obligations
• Gross negligence or willful misconduct

10.4 Delay Liability

Any liquidated damages for delay shall be capped at five percent (5%) of total fees under this Agreement. Delays attributable to you or force majeure events shall not attract liquidated damages.

10.5 Essential Purpose

The limitations in this Section shall apply even if any remedy fails of its essential purpose.

11. Indemnification

11.1 Trinesis Indemnification

Trinesis shall indemnify, defend, and hold harmless you from claims alleging that the Software infringes a third party's intellectual property rights, provided that you:

• Promptly notify Trinesis of the claim
• Give Trinesis sole control of the defense
• Provide reasonable assistance

11.2 Infringement Remedies

If the Software is held to infringe, Trinesis may, at its option:

• Obtain the right for you to continue using the Software
• Modify the Software to be non-infringing; or
• Terminate this Agreement and refund (a) prepaid AMC fees for the remaining period, and (b) a pro-rata portion of License Fees based on a five (5) year straight-line depreciation from Go-Live

11.3 Your Indemnification

You shall indemnify, defend, and hold harmless Trinesis from claims arising out of:

• Your use of the Software in violation of this Agreement
• Your Manufacturing Data or business operations

12. Term & Termination

12.1 Perpetual License

The license granted is perpetual and continues indefinitely, subject to your compliance with this Agreement. The perpetual license does not require ongoing AMC payments to remain valid.

12.2 Termination for Cause

Either party may terminate this Agreement if the other party:

• Materially breaches and fails to cure within thirty (30) days of written notice
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings

12.3 Termination for Convenience

You may terminate this Agreement upon sixty (60) days written notice. Upon such termination:

• No refund of License Fees shall be due (perpetual license fees are non-refundable)
• AMC fees shall be prorated and refunded for the unused period
• You shall pay for all work completed up to termination date
• You shall pay for non-cancellable commitments made by Trinesis

12.4 Effect of Termination

Upon termination:

• All licenses granted shall immediately terminate
• You shall immediately cease use of the Software
• Trinesis shall provide Manufacturing Data as per Section 5.5
• Trinesis shall remove Edge Devices within thirty (30) days, unless you have purchased them
• Each party shall return or destroy Confidential Information of the other party

12.5 Survival

Sections 1, 2, 4, 5, 9.4, 10, 11, 12.4, 12.5, 13, and 14 shall survive termination.

13. Confidentiality

13.1 Confidentiality Obligations

Each party shall:

• Maintain the Confidential Information of the other party in strict confidence
• Not disclose Confidential Information to any third party except as permitted herein
• Use Confidential Information only for purposes of this Agreement
• Protect Confidential Information using at least the same degree of care used to protect its own confidential information

Confidentiality obligations shall continue for five (5) years after termination of this Agreement, or indefinitely for trade secrets.

13.2 Permitted Disclosures

A party may disclose Confidential Information:

• To employees, contractors, and advisors who need to know and are bound by confidentiality obligations
• As required by law, provided the disclosing party gives prior notice where legally permitted

13.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is rightfully obtained from a third party without restrictions
• Is independently developed without reference to Confidential Information

14. General Provisions

14.1 Governing Law

This Agreement shall be governed by the laws of India, specifically the State of Maharashtra.

14.2 Dispute Resolution

Any dispute shall be resolved as follows:

• The parties shall first attempt resolution through good faith negotiations
• If not resolved within thirty (30) days, either party may initiate arbitration
• Arbitration shall be conducted in Pune, India, under the Arbitration and Conciliation Act, 1996
• Arbitration shall be in English by a single arbitrator mutually agreed upon, or failing agreement within fifteen (15) days, appointed in accordance with the Act
• The arbitrator's decision shall be final and binding

14.3 Notices

All notices shall be in writing and sent to addresses specified in the Order, or to:

Trinesis Technologies Private Limited Office No 7 & 8, B Building, City Vista Downtown, Kharadi, Pune, Maharashtra 411014, India Email: legal@trinesis.com

14.4 Force Majeure

Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including natural disasters, war, terrorism, strikes, or government actions.

14.5 Severability

If any provision is held invalid, the remaining provisions shall continue in effect.

14.6 Waiver

No waiver of any provision shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver.

14.7 Assignment

Neither party may assign this Agreement without the other party's written consent, except to a successor in connection with a merger or acquisition.

14.8 Amendment

This Agreement may only be amended by written instrument signed by both parties.

14.9 Independent Contractors

The parties are independent contractors. Nothing herein creates an employment, agency, or partnership relationship.

14.10 Non-Solicitation

During the term and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party involved in performance, without prior written consent. This does not restrict:

• Hiring persons who respond to general public advertisements
• Hiring persons who approach on their own initiative

14.11 Publicity & Reference Rights

Trinesis may:

• Include your name and logo in customer lists and marketing materials
• Issue press releases announcing the engagement (subject to your prior approval)
• Use you as a reference for prospective customers (with reasonable advance notice)
• Prepare case studies (subject to your prior written approval)

You may request removal from marketing materials at any time upon written notice.

14.12 Anti-Corruption

Each party represents, warrants, and undertakes that:

• It shall comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988 (India)
• It has not and shall not offer, promise, or give anything of value to any government official or other person to influence official action or obtain improper advantage
• It shall maintain accurate books and records
• It shall promptly notify the other party of any breach or potential breach

14.13 Compliance with Laws

Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

15. Contact

Trinesis Technologies Private Limited Office No 19-26, B Building, City Vista Downtown, Kharadi, Pune, Maharashtra 411014, India

Sales: info@trinesis.com Support: support@trinesis.com Legal: legal@trinesis.com Phone: +91 9561444892

Last updated: April 2025