Terms of Service
Effective date: June 8, 2026
These Terms of Service (“Agreement”) govern your access to and use of the Emithran manufacturing intelligence platform and related services. By creating an account or using the Services, you agree to be bound by this Agreement. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation.
Important: Section 11.4 contains a binding arbitration clause and class action waiver that affects your legal rights. Please read it carefully.
Overview
Emithran Technologies Private Limited (“Emithran”, “we”, “us”, or “our”) provides a cloud-based manufacturing intelligence platform including should-cost analysis, bill-of-materials management, supplier benchmarking, and procurement cost optimisation tools (“Platform” or “Services”). The entity you contract with depends on your location and is specified in Section 13 (Regional Terms).
Capitalised terms used but not defined in context are defined in Section 12 (Definitions). This Agreement incorporates by reference the Privacy Policy, the Data Processing Agreement, and any Order Form or Statement of Work executed between the parties.
1. Services
1.1 Platform Access
Subject to this Agreement and timely payment of all applicable Fees, Emithran grants you a non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for your internal business purposes, including cost engineering, procurement analysis, and supply chain intelligence activities.
1.2 Restrictions
You must not, and must not permit others to:
access or use the Services for any unlawful purpose or in violation of any applicable law or regulation;
resell, sublicense, distribute, or make the Services available to any third party without Emithran’s prior written consent;
reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Services;
use the Services to develop a competing product or service;
circumvent any access controls, rate limits, or security mechanisms;
introduce malicious code, viruses, or disruptive programmes into the Services or related infrastructure;
use automated means to scrape, crawl, or extract data from the Services beyond what is permitted by documented APIs;
upload or process data that infringes a third party’s intellectual property rights or violates their confidentiality obligations.
1.3 Support
Emithran will provide technical support in accordance with the support tier purchased in your Order Form. Standard support includes email support with a target response time of one Business Day. Enterprise support tiers may include priority response, dedicated account management, and onboarding assistance as specified in the applicable Order Form.
1.4 Beta Features
Emithran may make pre-release or beta features available to you at no additional charge. Beta features are provided “as is” without warranty of any kind and may be discontinued at any time. Emithran shall have no liability in connection with your use of beta features.
1.5 Modifications
Emithran reserves the right to modify, update, or discontinue features of the Services at any time. Where a modification materially reduces the functionality you rely on, Emithran will provide at least 30 days’ prior notice by email. Your continued use of the Services after the notice period constitutes acceptance of the modification.
1.6 Third-Party Services
The Services may integrate with or depend upon third-party services (for example, ERP connectors or external supplier databases). Emithran does not warrant the availability, accuracy, or security of third-party services and shall not be liable for any loss arising from their failure or unavailability. Your use of third-party services is governed by those parties’ own terms.
2. License to Emithran Technology
2.1 Grant
Subject to this Agreement, Emithran grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Emithran Technology solely to the extent necessary to use the Services during the Subscription Term.
2.2 Restrictions
Except as expressly permitted in this Agreement, you shall not copy, modify, adapt, translate, or create derivative works of any Emithran Technology. All rights not expressly granted are reserved by Emithran.
2.3 Third-Party Software
Certain components of the Services incorporate open-source or third-party software licensed under their own terms. A list of material third-party components and their licences is available on request via [email protected]. Nothing in this Agreement limits rights that cannot be restricted under applicable open-source licences.
3. Account Security
You are responsible for all activity that occurs under your account. You must:
keep your login credentials confidential and not share them with any unauthorised person;
use strong, unique passwords and enable multi-factor authentication where available;
notify Emithran immediately at [email protected] if you suspect any unauthorised access to your account;
ensure that all Users authorised to access your workspace comply with this Agreement.
Emithran will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.
4. Privacy and Data Use
4.1 Data Processing Agreement
Where Emithran processes Personal Data on your behalf as a data processor (for example, employee names, supplier contact details, or end-customer information you upload to the Platform), the terms of the Data Processing Agreement(“DPA”) apply and are incorporated into this Agreement by reference. In the event of conflict between this Agreement and the DPA with respect to Personal Data, the DPA prevails.
4.2 Platform Data
Emithran may generate aggregated, anonymised usage data derived from your use of the Services (“Platform Data”). Platform Data contains no Personal Data and cannot be used to identify you or your organisation. Emithran may use Platform Data to improve the Services, develop benchmarks, train machine-learning models, and publish aggregate industry insights. All Platform Data is owned by Emithran.
4.3 Security Incidents
If Emithran becomes aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of User Data, Emithran will notify you without undue delay (and in any case within 72 hours of becoming aware) by email to your registered address. Such notification shall include the nature of the incident, the categories of data affected, and the remedial measures taken or proposed.
4.4 Retention and Deletion
Upon termination or expiry of the Agreement, Emithran will, at your written request, return or securely delete User Data within 60 days, except where Emithran is required to retain it by applicable law. Emithran’s standard data retention schedule is described in the Privacy Policy.
5. Intellectual Property
5.1 Ownership
As between the parties: (a) Emithran owns all right, title, and interest in and to the Emithran Technology, Platform Data, and all related IP Rights; and (b) you own all right, title, and interest in your User Data. You grant Emithran a limited, non-exclusive, royalty-free licence to access and use your User Data solely to provide the Services and to generate Platform Data in accordance with Section 4.2.
5.2 Feedback
If you submit ideas, suggestions, or feedback about the Services (“Feedback”), you hereby assign to Emithran all right, title, and interest in that Feedback without restriction. Emithran may use Feedback for any purpose without obligation to you.
5.3 Marks
Each party retains ownership of its own trademarks and brand assets. Neither party may use the other’s trademarks, trade names, or logos without prior written consent, except that: (a) Emithran may identify you as a customer in its marketing materials using your company name only, unless you opt out by written notice; and (b) you may state that you use the Emithran platform in a factual and non-disparaging manner.
6. Confidentiality
Each party (“Receiving Party”) agrees to hold in confidence all Confidential Information of the other party (“Disclosing Party”) and to use it only to exercise its rights and fulfil its obligations under this Agreement. The Receiving Party shall:
restrict access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement;
protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
promptly notify the Disclosing Party of any actual or suspected unauthorised disclosure of Confidential Information.
These obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was already known to the Receiving Party before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party reasonable prior notice where permitted.
Confidentiality obligations survive termination of this Agreement for 3 years, except for trade secrets which are protected for as long as they remain trade secrets.
7. Fees and Payment
7.1 Subscription Fees
You agree to pay all Fees specified in your Order Form. Unless otherwise stated, Fees are quoted in US Dollars (USD) and exclusive of applicable taxes. Fees for the initial Subscription Term are due in advance. Renewal Fees are due on the first day of each renewal term.
Emithran may modify its pricing with at least 60 days’ written notice prior to the start of your next renewal term. Your continued use of the Services following the notice period constitutes acceptance of the updated Fees.
7.2 Invoicing and Collection
Emithran will issue invoices electronically to the billing email on your account. Invoices are payable within 30 days of the invoice date unless otherwise specified in the Order Form. Overdue amounts bear interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower). Emithran reserves the right to suspend access to the Services for accounts more than 15 days overdue after written notice.
7.3 Taxes
All Fees are exclusive of taxes, duties, levies, and charges including GST, VAT, withholding tax, and similar obligations. You are responsible for all such taxes in connection with your use of the Services, excluding taxes on Emithran’s net income. Where Indian GST applies, Emithran will issue a tax invoice. If you are required by law to withhold any amount, you must gross up the payment so that Emithran receives the full invoiced amount.
8. Limitation of Liability
8.1 Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, EMITHRAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EMITHRAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
Should-cost outputs, cost models, supplier benchmarks, and other analytical results generated by the Services are provided for informational and planning purposes only. They do not constitute professional accounting, legal, or commercial advice. You are solely responsible for all procurement, sourcing, and business decisions made in reliance on such outputs.
8.2 Exclusion of Indirect Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Liability Cap
SUBJECT TO SECTION 8.2, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO EMITHRAN IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD 6,000 (SIX THOUSAND US DOLLARS).
The limitations in this Section 8 do not apply to: (i) either party’s indemnification obligations under Section 9; (ii) either party’s breach of its confidentiality obligations; (iii) Emithran’s infringement of your IP rights; or (iv) liability that cannot be limited by applicable law.
9. Indemnification
By Emithran.Emithran will defend you against any third-party claim alleging that the Services, as provided by Emithran and used in accordance with this Agreement, infringe that third party’s patent, copyright, trademark, or trade secret rights (“IP Claim”). Emithran will pay damages and costs finally awarded by a court or agreed in settlement, provided you: (a) promptly notify Emithran in writing of the IP Claim; (b) give Emithran sole control of the defence; and (c) provide reasonable assistance at Emithran’s expense.
By You.You will defend Emithran against any third-party claim arising from: (a) your breach of this Agreement; (b) your violation of applicable law; (c) your User Data infringing a third party’s rights; or (d) your use of the Services in a manner not permitted by this Agreement. You will pay damages and costs finally awarded or agreed in settlement, subject to the same conditions as above.
If an IP Claim is made or is reasonably likely, Emithran may at its election: (i) obtain the right for you to continue using the affected Service; (ii) replace or modify the Service to avoid the infringement; or (iii) terminate the affected Service and refund prepaid unused Fees.
10. Suspension and Termination
10.1 Suspension
Emithran may immediately suspend your access to the Services, with or without notice, if: (a) you breach any provision of this Agreement and fail to cure within 10 days of written notice (where a cure is possible); (b) your account is more than 15 days past due; (c) Emithran reasonably believes your use poses a security risk, legal risk, or risk to other users; or (d) required to do so by law or regulatory authority.
10.2 Termination
By you.You may terminate this Agreement for convenience with 30 days’ written notice. Termination for convenience does not entitle you to a refund of any prepaid Fees.
By Emithran.Emithran may terminate this Agreement: (a) for your uncured material breach, effective 30 days after written notice; (b) immediately if you become insolvent, file for bankruptcy, or make an assignment for the benefit of creditors; or (c) for convenience with 60 days’ written notice.
For cause. Either party may terminate immediately if the other party materially breaches Section 5 (IP), Section 6 (Confidentiality), or any payment obligation.
10.3 Effect of Termination
Upon termination or expiry: (a) all licences granted to you under this Agreement terminate immediately; (b) you must cease all use of the Services and delete any local copies of Emithran Technology; (c) each party will return or destroy the other’s Confidential Information upon request; and (d) you remain liable for all Fees accrued prior to termination. Sections that by their nature should survive (including 4, 5, 6, 7, 8, 9, 11, and 12) will survive termination.
11. General Provisions
11.1 Compliance with Law
Each party will comply with all applicable laws and regulations in connection with its activities under this Agreement, including data protection laws, export control laws, and anti-bribery laws.
11.2 Notices
Notices under this Agreement must be in writing. Emithran will send notices to your registered email address. You must send legal notices to Emithran at [email protected] with a copy to the postal address in Section 12. Notices are deemed received on the date of delivery or, for email, on the next Business Day after sending.
11.3 Governing Law
This Agreement and any dispute arising out of or in connection with it is governed by the laws of India, without regard to conflict-of-law principles. Regional governing law variations are set out in Section 13.
11.4 Dispute Resolution
The parties agree to attempt in good faith to resolve any dispute informally before commencing arbitration. Either party may escalate a dispute to senior management with a written notice of dispute. If the dispute is not resolved within 30 days of such notice, it shall be referred to and finally resolved by arbitration under the Singapore International Arbitration Centre (SIAC) Rules, which Rules are deemed to be incorporated by reference. The seat and venue of arbitration shall be Bangalore, India. The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Judgment on any award may be entered in any court of competent jurisdiction.
Class action waiver. Each party irrevocably waives any right to bring or participate in a class, consolidated, or representative proceeding arising out of or relating to this Agreement.
11.5 Assignment
You may not assign this Agreement or any rights or obligations hereunder without Emithran’s prior written consent. Emithran may assign this Agreement in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, provided Emithran gives you written notice and the assignee assumes all obligations under this Agreement.
11.6 Entire Agreement
This Agreement, together with all Order Forms, Statements of Work, the DPA, and the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions. No oral representations shall modify this Agreement.
11.7 Force Majeure
Neither party is liable for failure or delay in performance caused by a Force Majeure Event. The affected party must promptly notify the other and use commercially reasonable efforts to resume performance. If the Force Majeure Event persists for more than 60 consecutive days, either party may terminate the Agreement on written notice without liability.
11.8 Severability and Waiver
If any provision of this Agreement is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the remaining provisions. No waiver of any provision or right is effective unless in writing. A party’s failure to enforce a provision does not constitute a waiver of its right to enforce it in the future.
12. Definitions
The following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear in this Agreement.
Emithran Contracting Entities by region:
13. Regional Terms
The following jurisdiction-specific terms apply where you are located in the specified region and supplement or modify the general terms above. In the event of conflict, the regional terms prevail for users in that region.
13.1 India
Governing law. This Agreement is governed by the laws of India. The courts of Bangalore, Karnataka shall have exclusive jurisdiction for matters not referred to arbitration.
IT Act. The Services are subject to the Information Technology Act, 2000 and applicable rules made thereunder, including the IT (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
GST. Where applicable, GST shall be charged in addition to the Fees at the rate prevailing at the time of the taxable supply. If you provide a valid GST registration number, Emithran will issue a B2B tax invoice.
TDS. If you are required to deduct TDS under the Income Tax Act, 1961, you may deduct TDS at the applicable rate and remit it to the relevant authority. You must provide Emithran with Form 16A within 15 days of filing the TDS return so that Emithran may claim credit.
13.2 EEA and United Kingdom
Governing law. For users in the EEA, this Agreement is governed by the laws of Ireland. For users in the United Kingdom, this Agreement is governed by the laws of England and Wales.
Dispute resolution. Disputes shall be referred to the International Chamber of Commerce (ICC) in London for UK users and in Dublin for EEA users.
Consumer rights. Nothing in this Agreement limits any rights you have under applicable consumer protection legislation that cannot be excluded or limited.
13.3 United States
Governing law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles.
Arbitration. Disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the seat in San Francisco, California.
Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
13.4 Australia
Governing law. This Agreement is governed by the laws of New South Wales, Australia.
Consumer law. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded.
Questions about these terms?