2. Acceptance of terms

These Terms constitute a legally binding agreement between you and Botron Dynamics. Your access to or use of the Services in any manner — including account registration, API calls, data uploads, or execution of an Order Form — constitutes unconditional acceptance of these Terms.

Specific products, platforms, or client engagements may be governed by additional or more specific agreements, such as a Master Services Agreement ("MSA"), Statement of Work ("SOW"), Service Level Agreement ("SLA"), or Data Processing Agreement ("DPA"). In the event of a conflict between such a specific agreement and these Terms for that engagement, the specific agreement shall control solely to the extent of the conflict. These Terms shall otherwise remain in full force.

If you are a government entity or procuring Services under a government contract, additional terms applicable to government contracting may apply as set forth in a separate agreement. These Terms do not supersede applicable statutory rights that cannot be waived by contract.

3. Eligibility and authority

The Services are designed and intended for business, institutional, governmental, research, and professional use. By using the Services, you represent and warrant that:

• You are at least 18 years of age and have the full legal capacity to enter into a binding contract under applicable law;
• If acting on behalf of a legal entity, you are duly authorized to bind that entity to these Terms and the entity is validly incorporated and in good standing under applicable law;
• You are not located in, incorporated under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions or embargo administered by OFAC, the UN Security Council, the EU, or any other applicable authority;
• You are not listed on, and are not owned or controlled by any person or entity listed on, any denied party, restricted entity, or specially designated nationals list maintained by any relevant authority;
• Your access to and use of the Services complies with all applicable laws and regulations in your jurisdiction, including export control, data protection, and sector-specific regulations; and
• Where your use of the Services involves the processing of personal data of third parties, you have the authority and legal basis to provide such data to Botron Dynamics for the purposes contemplated.

We reserve the right to refuse access to the Services, or to terminate existing access, if we reasonably determine that any of the above representations are or become inaccurate.

4. Description of services

4.1 Service scope

Botron Dynamics provides software, platforms, and engineering services across the following domains. The specific functionality, technical specifications, deliverables, milestones, acceptance criteria, and service levels for any engagement are defined in the applicable Order Form, proposal, or SOW, which shall be incorporated into this Agreement by reference upon execution.

4.2 Service levels and availability

Specific uptime commitments, response time objectives, and service credit mechanisms for managed platform Services are set out in an applicable SLA or SOW. In the absence of such commitments, Botron Dynamics will use commercially reasonable efforts to maintain availability of its hosted platforms. Scheduled maintenance windows will be communicated in advance where feasible, and emergency maintenance may be performed without prior notice where necessary to maintain security or stability.

For mission-critical deployments including satellite operations software and launch system interfaces, specific availability, redundancy, and failover requirements must be agreed in writing in a dedicated SOW or SLA. We do not provide implied availability guarantees for mission-critical workloads in the absence of such a written agreement.

4.3 Service modifications

We reserve the right to modify, update, deprecate, or discontinue any part of the Services at any time. For active client engagements under a signed SOW or MSA, we will provide at least thirty (30) days' advance written notice of any material change that would adversely affect the Client's use of the Services, unless shorter notice is required by law, regulation, or compelling security or safety reasons. Minor modifications, bug fixes, and security patches may be deployed without advance notice.

5. Accounts and access

5.1 Account registration

Certain Services, including client portals, telemetry dashboards, API endpoints, and collaboration platforms, require a registered account. During registration, you must provide accurate, current, and complete information, and maintain the accuracy of such information throughout the term. You may not register accounts in a name that is false, misleading, or that you do not have the right to use. We may require verification of identity or organizational affiliation as a condition of account creation.

5.2 Account security obligations

You are solely responsible for:

• Maintaining the confidentiality and security of all account credentials, API keys, tokens, and authentication material;
• All activities that occur under your account or using your credentials, regardless of whether such activities were authorized by you, except to the extent caused by a breach by Botron Dynamics of its own security obligations;
• Implementing appropriate access controls, including role-based access, multi-factor authentication (where required by applicable SLA or security addendum), and session management for your Users;
• Promptly notifying Botron Dynamics at contact@botrondynamics.com of any actual or suspected unauthorized access, credential compromise, or security incident affecting your account; and
• Not sharing account credentials or authentication material across multiple individuals or with third parties not authorized under the applicable agreement.

We may, at our discretion, require you to rotate credentials or implement additional security controls where we determine that your account poses a security risk to our Services or other clients.

5.3 Access tiers and permissions

Different access tiers, User seats, API rate limits, and feature permissions apply depending on the subscribed tier or the terms of the applicable Order Form. You may not exceed the number of authorized Users, API call thresholds, or feature entitlements specified in your Order Form without Botron Dynamics' prior written consent and any applicable additional fees. We reserve the right to throttle or suspend access where usage significantly exceeds contracted thresholds pending commercial resolution.

6. Acceptable use policy

6.1 Prohibited conduct

You agree not to, and not to permit any User or third party to:

• Use the Services for any purpose that violates applicable local, national, or international law or regulation, including export control, sanctions, anti-bribery, anti-money laundering, and data protection law;
• Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source code, algorithms, weights, or the underlying architecture of our software, models, or systems, except to the extent permitted by mandatory applicable law;
• Use the Services to develop, train, or improve a competing product or service, or to benchmark our Services against competitive offerings for external publication, without our prior written consent;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, including through brute-force attacks, credential stuffing, SQL injection, XSS, denial-of-service activity, or the introduction of malware, ransomware, or other malicious code;
• Scrape, harvest, or systematically extract data from the Services using automated means, beyond what is permitted by the applicable API documentation and rate limits;
• Use the Services to design, develop, test, or deploy weapons systems, lethal autonomous weapon systems, or dual-use systems for weapons applications, except as expressly authorized under a separate written agreement with applicable government authorizations, end-use and end-user certifications;
• Misrepresent your identity, organizational affiliation, or government authorization status when engaging with the Services or communicating with Botron Dynamics personnel;
• Upload, transmit, or store data that infringes the intellectual property, privacy, or other legal rights of any third party; or
• Sublicense, resell, time-share, or otherwise provide access to the Services to any third party without Botron Dynamics' prior written consent.

6.2 Mission-critical system obligations

Where you deploy Botron Dynamics software in, or in support of, mission-critical operational environments — including active satellite operations, launch vehicle guidance, robotic systems operating in hazardous environments, and autonomous vehicles operating on public or shared infrastructure — you additionally agree to:

• Perform independent verification and validation (IV&V) appropriate to the safety integrity level and risk profile of the system before operational deployment;
• Maintain qualified human oversight and manual override capability commensurate with the risk of the deployment environment;
• Comply with all applicable safety standards, certification requirements, and regulatory obligations for your industry and jurisdiction, including those of ISRO, FAA, EASA, or equivalent authorities as applicable;
• Not rely solely on Botron Dynamics software as the single point of failure for any safety-critical function without explicit written agreement to that effect and appropriate contractual safeguards; and
• Promptly notify Botron Dynamics of any anomaly, safety event, or material failure in operational deployment of our software that could affect other systems or clients.

6.3 AI and model usage restrictions

Where the Services include access to artificial intelligence or machine learning models, inference APIs, or model fine-tuning capabilities, you additionally agree not to:

• Use AI models provided through the Services to generate or disseminate disinformation, synthetic media for deceptive purposes, or content designed to manipulate critical infrastructure, financial systems, or democratic processes;
• Attempt to circumvent, "jailbreak," or otherwise override safety measures, content filters, or alignment controls built into the models;
• Use model outputs in high-stakes autonomous decision-making contexts — including clinical medical decisions, autonomous weapons targeting, judicial processes, or critical infrastructure control — without appropriate human oversight and validation;
• Represent model outputs as human-generated where doing so could mislead or cause harm to a recipient; or
• Distribute model weights, inference endpoints, or model outputs in violation of the applicable licensing terms or export control obligations.

7. Intellectual property rights

7.1 Our intellectual property

All rights, title, and interest in and to the Services, including all software (in source and object code form), algorithms, AI and ML models and weights, satellite operations frameworks, simulation environments, APIs, SDKs, documentation, designs, trademarks, logos, trade secrets, and other content and technology provided by Botron Dynamics (collectively, "Botron IP"), are and shall remain the exclusive property of Botron Dynamics or its licensors. These Terms do not convey any ownership interest in any Botron IP. No rights are granted to you in or to Botron IP except as expressly set forth in these Terms or an applicable SOW.

The Botron Dynamics name, logo, product names, and domain names are trademarks or registered trademarks of Botron Dynamics Pvt Ltd. You may not use any such marks without our prior written consent.

7.2 Limited license to use Services

Subject to your continued compliance with these Terms and payment of applicable fees, Botron Dynamics grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely: (a) for your internal business operations and for the purposes set out in the applicable Order Form or SOW; (b) during the applicable subscription or project term; and (c) through the interfaces, APIs, and methods authorized by Botron Dynamics.

Any use of the Services beyond the scope of this license, including use for the benefit of third parties, is prohibited without our prior written consent and may require separate licensing terms and fees.

7.3 Client deliverables and background IP

Ownership of custom Deliverables, including source code, software modules, and technical documentation created specifically for the Client under a signed SOW, shall be governed expressly by that SOW. Where a SOW provides for assignment of Deliverables to the Client, such assignment is conditioned on payment in full of all undisputed fees and does not include any Background IP.

Botron Dynamics retains full ownership of all Background IP used in delivering Deliverables and Services. Botron Dynamics grants the Client a perpetual, non-exclusive, non-transferable license to use any Background IP solely as embedded within or necessary to use the Deliverables, and solely for the Client's internal purposes, unless a broader license is expressly set out in the applicable SOW.

Nothing in these Terms or any SOW prevents Botron Dynamics from continuing to develop, improve, or commercialize Background IP, tools, or capabilities that are similar to those used in a client engagement, provided that Botron Dynamics does not use or disclose the Client's Confidential Information in doing so.

7.4 Open-source components

Our software may incorporate open-source software components licensed under various open-source licenses, including the MIT License, Apache 2.0, GNU GPL, and LGPL. Where required by applicable open-source licenses, Botron Dynamics will provide attribution and make available the corresponding source code of such components. Your use of any open-source components embedded in our software is additionally subject to the applicable open-source license terms. We will identify material open-source components in Deliverables upon request.

7.5 Feedback and suggestions

If you or your Users provide feedback, suggestions, bug reports, enhancement requests, or ideas regarding the Services, whether submitted through formal channels or otherwise, you grant Botron Dynamics a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate such feedback for any purpose, including improving and commercializing the Services, without any obligation of confidentiality, compensation, or attribution to you.

8. Client data, data governance & AI use

8.1 Data ownership

Client Data remains your property at all times. You grant Botron Dynamics a limited, non-exclusive license to access, process, store, and transmit Client Data solely as necessary to provide the Services under these Terms and any applicable SOW or DPA. No other rights in Client Data are granted to Botron Dynamics.

8.2 How we process client data

Botron Dynamics will:

• Process Client Data only in accordance with the Client's documented instructions and as necessary to deliver the Services, unless otherwise required by applicable law;
• Implement and maintain appropriate technical and organizational security measures for Client Data, consistent with the sensitivity of the data and the nature of the engagement — including encryption in transit and at rest, access controls, and network segmentation as appropriate;
• Require Subprocessors engaged to handle Client Data to maintain equivalent data protection obligations;
• Not sell, license, share, or disclose Client Data to any third party other than Subprocessors and as required by law;
• Not use Client Data to train, improve, or fine-tune AI or ML models for the benefit of other clients or for Botron Dynamics' own general product improvement, without the Client's prior explicit written consent; and
• Maintain a list of material Subprocessors engaged in connection with the Services, which will be made available to the Client upon request.

Where an engagement involves personal data subject to data protection law (including India's Digital Personal Data Protection Act, 2023, or EU/UK GDPR), the parties will execute a Data Processing Agreement ("DPA") that governs such processing and prevails over this section in the event of a conflict.

8.3 AI training and model data

Where the Client provides datasets for AI model training, fine-tuning, evaluation, or inference as part of the Services:

• The Client represents and warrants that it has all rights, licenses, and permissions necessary to use and provide such datasets for the stated purpose, including compliance with any applicable data protection, intellectual property, and export control obligations;
• Botron Dynamics will use such datasets solely for the purposes specified in the applicable SOW;
• Models trained on Client datasets, including fine-tuned weights, are Deliverables governed by the applicable SOW and are not used by Botron Dynamics for other clients without explicit written agreement; and
• The Client acknowledges that AI and ML outputs are probabilistic and may not always be accurate, complete, or fit for a specific purpose, and that the Client bears sole responsibility for validating model outputs before operational deployment.

8.4 Data retention and deletion

Upon termination or expiry of the Agreement, or upon the Client's written request, Botron Dynamics will delete or return Client Data within a period specified in the applicable SOW or DPA, and in any case within sixty (60) days, except where longer retention is required by applicable law, regulatory obligation, or legitimate business recordkeeping requirements (such as audit trails or export-control recordkeeping). Botron Dynamics will certify deletion in writing upon request.

9. Information security

9.1 Security controls

Botron Dynamics maintains an information security program that includes, at minimum, the following controls for client-facing Services and hosted infrastructure:

• Encryption of data in transit using TLS 1.2 or higher, and encryption of data at rest using AES-256 or equivalent;
• Role-based access controls (RBAC) and principle-of-least-privilege access to client environments;
• Multi-factor authentication for Botron Dynamics employees with administrative access to production systems;
• Regular vulnerability scanning, patch management, and network security monitoring;
• Annual security awareness training for personnel with access to client systems;
• Log retention and audit trail mechanisms for material access to Client Data; and
• Physical and logical separation of client environments on multi-tenant infrastructure.

Specific security controls, certifications (such as ISO 27001, SOC 2, or sector-specific standards), and contractual security commitments for a given engagement are set out in the applicable SOW or security addendum.

9.2 Incident response and notification

In the event of a confirmed security incident that results in unauthorized access to, or disclosure of, Client Data (a "Security Incident"), Botron Dynamics will: (a) notify the Client without undue delay, and in any case within seventy-two (72) hours of becoming aware of the incident (or within shorter timeframes required by applicable law); (b) provide available information about the nature, scope, and impact of the incident; (c) take prompt steps to contain, remediate, and investigate the incident; and (d) cooperate with the Client and, where required, relevant regulatory authorities in the incident response process. The parties will agree on post-incident remediation steps and any required changes to security controls.

9.3 Penetration testing and audits

Clients who wish to conduct penetration testing, vulnerability assessments, or security audits of Botron Dynamics-hosted environments must obtain prior written approval from Botron Dynamics, which will not be unreasonably withheld. Approved testing must be conducted within agreed scope, timelines, and rules of engagement to avoid disruption to other clients. Botron Dynamics may, upon reasonable advance notice, conduct or commission independent security audits and will make relevant audit summaries available to Clients under NDA upon written request.

10. Third-party services and integrations

The Services may integrate with, incorporate, or depend upon third-party software, cloud infrastructure providers (including AWS, Azure, GCP, or equivalent), satellite ground system operators, data providers, GPS/GNSS services, or other external systems. Botron Dynamics is not responsible for the availability, performance, security, accuracy, or data practices of any third-party service.

Your use of third-party services accessed through or in connection with our Services is subject to the applicable third party's own terms, conditions, and privacy policies. We are not a party to any agreement between you and a third-party provider, and any disputes relating to third-party services must be resolved directly between you and the relevant third party.

Botron Dynamics will maintain a list of material third-party providers and Subprocessors whose services form a significant component of the hosted Services and will notify Clients of material changes to that list with reasonable advance notice. Clients may object to the addition of new Subprocessors; where a Client objects and the parties cannot reach agreement, the Client may terminate the affected Service upon written notice without penalty.

11. Export control and regulatory compliance

11.1 Overview

Both parties agree to comply with all applicable export control, trade sanctions, and dual-use regulations, including the Foreign Trade (Development and Regulation) Act, 1992 (India), the Special Chemicals, Organisms, Materials, Equipment and Technologies (SCOMET) list, the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR) (where applicable), and EU dual-use regulation, in connection with the Services.

11.2 Client representations

You represent, warrant, and covenant that:

• You are not located in, incorporated in, or ordinarily resident in any jurisdiction subject to comprehensive trade sanctions or embargo, and are not owned or controlled by any person or entity subject to such restrictions;
• You are not listed on any restricted, debarred, denied entity, or specially designated nationals list maintained by India, the United States, the United Nations, the European Union, or any other relevant authority;
• You will not export, re-export, transfer, or otherwise make available any Botron Dynamics software, technical data, deliverables, or proprietary information to any restricted destination, entity, end-user, or end-use in violation of applicable export control or sanctions laws;
• You will obtain all required government authorizations, licenses, technology control plans, or end-use certifications prior to exporting, transferring, or sharing controlled technology received from Botron Dynamics with any third party; and
• You will promptly notify Botron Dynamics if you become aware that any representation in this section is or has become inaccurate.

11.3 ITAR, EAR, and dual-use considerations

Certain technology and data related to satellites, launch systems, propulsion, advanced radar, electronic warfare, space surveillance, and missile guidance may be subject to ITAR, EAR, or equivalent dual-use controls. Where an engagement involves potentially controlled technology, the parties will agree in writing on the applicable technology control plan and end-use restrictions before commencement of the project.

Botron Dynamics reserves the right to suspend or terminate Services immediately and without liability where necessary to comply with export control, sanctions, or other regulatory obligations, or where Botron Dynamics determines in good faith that continued provision of Services would create a regulatory risk for either party.

12. Fees, billing, and payment

12.1 Pricing and invoicing

Fees for paid Services are set out in the applicable Order Form, proposal, or SOW. Unless otherwise specified:

• Fees are quoted and payable in the currency specified in the applicable agreement, exclusive of all applicable taxes, duties, and levies;
• Invoices are due and payable within thirty (30) days of the invoice date, unless a different payment period is specified in the applicable agreement;
• Overdue amounts will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full;
• Fees are non-refundable except as expressly stated in the applicable agreement or as required by mandatory applicable law; and
• Botron Dynamics may adjust pricing for renewal terms upon at least sixty (60) days' advance written notice.

12.2 Taxes and withholding

All fees are exclusive of applicable taxes, including Goods and Services Tax ("GST"), value-added tax ("VAT"), withholding tax, and other applicable indirect taxes. You are responsible for all such taxes applicable to your purchase of Services. Where required by law, you may withhold tax from payments to Botron Dynamics, provided that you (a) promptly deliver to Botron Dynamics official withholding tax certificates issued by the relevant tax authority; and (b) do not deduct more than the rate applicable to Botron Dynamics under the relevant tax treaty, if any.

12.3 Fee disputes

If you dispute any portion of an invoice in good faith, you must notify Botron Dynamics in writing within fourteen (14) days of the invoice date, specifying the disputed amount and the basis for the dispute. You must pay all undisputed amounts by the due date. The parties will work together in good faith to resolve fee disputes within thirty (30) days of the dispute notice. Botron Dynamics will not suspend Services solely on account of a good-faith fee dispute for which timely written notice has been given and undisputed amounts paid.

13. Representations, warranties, and disclaimers

13.1 Botron Dynamics warranties

Botron Dynamics represents and warrants that: (a) it has full authority to enter into and perform its obligations under these Terms; (b) the Services, as provided, do not, to Botron Dynamics' knowledge, infringe any third party's intellectual property rights; (c) it will perform engineering and professional services in a professional and workmanlike manner consistent with industry standards; and (d) any specific performance warranties, uptime commitments, or technical specifications expressly set out in a signed SOW or SLA will be honored as described therein.

13.2 Client warranties

You represent and warrant that: (a) you have full authority to enter into these Terms and to provide Client Data for the purposes contemplated; (b) Client Data does not infringe the intellectual property, privacy, or other rights of any third party; (c) you have obtained all required consents and legal bases necessary for processing any personal data included in Client Data; (d) your use of the Services will comply with all applicable laws and these Terms; and (e) all information you provide to Botron Dynamics in connection with the Services is accurate and complete.

13.3 Disclaimer of implied warranties

Except as expressly set out in Section 13.1 or in a signed SOW, the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Botron Dynamics expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, or quiet enjoyment.

Where the Services are used in or in support of mission-critical, safety-related, or autonomous operational systems — including satellite operations, launch systems, robotics, and autonomous vehicles — you acknowledge that: (i) such systems require independent verification, validation, and safety testing appropriate to their operating environment and risk profile; (ii) Botron Dynamics' software is one component within a broader system, and final responsibility for system-level safety, certification, regulatory compliance, and operational decision-making rests with the deploying party, unless explicitly assumed by Botron Dynamics in a signed agreement; and (iii) no warranty is made, implied, or to be inferred that the Services will be error-free, uninterrupted, or fit for any specific safety-critical operational purpose absent an express written commitment to that effect.

14. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall Botron Dynamics, its officers, directors, employees, shareholders, or agents be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, punitive, or speculative damages of any kind, including but not limited to: loss of revenue, profits, data, business, goodwill, anticipated savings, or business opportunity; cost of procurement of substitute goods or services; business interruption; failure of a satellite or launch vehicle mission; property damage arising out of robotic or autonomous vehicle operation; or loss of or damage to systems or data, in each case arising out of or in connection with these Terms or the Services — whether based in contract, tort (including negligence), strict liability, or otherwise — even if Botron Dynamics has been advised of the possibility of such damages.

Botron Dynamics' total aggregate liability to you for all claims arising out of or related to these Terms or the Services, regardless of the form of action, shall not exceed the total fees actually paid by you to Botron Dynamics for the specific Services giving rise to the claim during the twelve (12) calendar months immediately preceding the event giving rise to liability.

The following damages caps and exclusions apply:

Some jurisdictions do not permit the exclusion or limitation of certain types of liability. In such jurisdictions, the above limitations apply only to the maximum extent permitted by law. Nothing in this Section limits any rights you may have under mandatory applicable consumer protection laws.

15. Indemnification

Client indemnification of Botron Dynamics. You agree to indemnify, defend, and hold harmless Botron Dynamics, its officers, directors, employees, agents, and licensors from and against any third-party claims, actions, liabilities, losses, damages, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of any representation, warranty, or obligation in these Terms; (b) your violation of any applicable law, including export control, sanctions, or data protection law; (c) your misuse of the Services, including unauthorized or unlawful deployment in safety-critical environments; (d) infringement of any third-party intellectual property or privacy rights resulting from Client Data, your content, or materials you provide to Botron Dynamics; or (e) deployment of Deliverables or outputs from the Services in operational environments without completing required safety validation.

Botron Dynamics IP indemnification. Botron Dynamics will defend you against any third-party claim that the Services, as provided by Botron Dynamics and used within the scope of these Terms, infringe a valid registered patent, copyright, or trademark of a third party, and will indemnify you for damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement. This obligation does not apply to claims arising from: (i) modification of the Services by you or a third party; (ii) combination of the Services with Client Data or third-party software; (iii) use of the Services outside the authorized scope; (iv) compliance with Client specifications; or (v) open-source components. In the event of an actual or reasonably anticipated IP infringement claim, Botron Dynamics may, at its option: (A) procure the right to continue providing the Services; (B) modify the Services to be non-infringing; or (C) terminate the affected Service and refund prepaid unused fees. This Section constitutes Botron Dynamics' exclusive liability for intellectual property infringement.

Indemnification procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement, provided that no settlement that imposes obligations or liability on the indemnified party may be agreed without consent; and (c) provide reasonable cooperation and assistance in the defense at the indemnifying party's expense.

16. Term, suspension, and termination

16.1 Term

These Terms take effect when you first access or use the Services and continue until terminated in accordance with this Section. Subscription terms, project terms, and any notice periods for termination are set out in the applicable Order Form or SOW. In the absence of a specified term, either party may terminate these Terms on thirty (30) days' written notice to the other, subject to any obligations outstanding under signed Order Forms or SOWs.

16.2 Suspension

Botron Dynamics may suspend your access to all or any portion of the Services, immediately and without prior notice, if: (a) Botron Dynamics has reasonable grounds to believe you are in material breach of the Acceptable Use Policy (Section 6) or applicable export control obligations; (b) your continued use poses a security or legal risk to Botron Dynamics or other clients; (c) we receive a directive from a competent regulatory or law enforcement authority; or (d) your account has a significantly overdue payment that remains unremedied after written notice and a cure period of ten (10) business days. Botron Dynamics will notify you of a suspension promptly and cooperate in good faith to resolve the circumstances giving rise to it.

16.3 Termination

Either party may terminate these Terms or a specific Order Form or SOW for cause, effective immediately upon written notice, if the other party: (a) materially breaches these Terms or the applicable agreement and fails to cure such breach within thirty (30) days of written notice specifying the breach in reasonable detail (or such shorter cure period as is reasonable in the circumstances); (b) becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to insolvency or bankruptcy proceedings that are not dismissed within sixty (60) days; or (c) breaches its export control, sanctions, or confidentiality obligations.

Botron Dynamics may terminate these Terms for convenience on sixty (60) days' written notice, and will refund any prepaid unused fees for the unexpired period. Clients may terminate a subscription for convenience as specified in the applicable Order Form; absent such provision, no refund is due for early termination for convenience by the Client.

16.4 Effect of termination

Upon termination or expiry: (a) all licenses and access rights granted to you cease immediately; (b) you must promptly delete or return all Botron Dynamics Confidential Information and certify such deletion or return in writing upon request; (c) Botron Dynamics will initiate Client Data deletion or return as described in Section 8.4; (d) all outstanding unpaid fees become immediately due and payable; and (e) provisions that by their nature should survive termination — including Sections 1, 7.1, 8, 11, 12, 13.3, 14, 15, 17, 18, and 21 — shall continue in full force and effect.

17. Confidentiality

Each party (as "Receiving Party") agrees to protect the other party's (the "Disclosing Party's") Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, and no less than reasonable care. The Receiving Party will: (a) access and use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; (b) not disclose Confidential Information to any third party other than its employees, contractors, and professional advisors who have a need to know and are bound by obligations of confidentiality no less protective than those herein; and (c) promptly notify the Disclosing Party of any unauthorized disclosure or suspected breach.

The confidentiality obligations in this Section do not apply to information that: (i) is or becomes publicly available through no act or omission of the Receiving Party; (ii) was already rightfully known to the Receiving Party prior to disclosure, as evidenced by contemporaneous written records; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, court order, or regulatory authority, provided it gives the Disclosing Party prompt written notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other remedy, and cooperates with such efforts at the Disclosing Party's expense.

Confidentiality obligations under this Section shall survive termination of these Terms for a period of five (5) years, except with respect to trade secrets, which shall be protected indefinitely, and with respect to Client Data containing personal information, which shall be protected for as long as such data is held.

18. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law provisions, and without regard to the United Nations Convention on Contracts for the International Sale of Goods (CISG), which is expressly excluded.

Informal resolution. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any breach thereof ("Dispute") through good-faith executive-level negotiation before initiating formal proceedings. Either party may escalate a Dispute by delivering a written notice specifying the nature of the Dispute in reasonable detail. The parties will negotiate in good faith for a period of thirty (30) days following such notice (or such longer period as mutually agreed) before proceeding to arbitration or litigation.

Arbitration. If a Dispute is not resolved through negotiation, either party may refer the Dispute to binding arbitration administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with its Rules. The arbitration shall be conducted in English, with a seat in Mumbai, India, before a sole arbitrator (or a panel of three arbitrators where the amount in dispute exceeds INR 10 crore), appointed in accordance with MCIA Rules. The arbitral award shall be final and binding and enforceable in any court of competent jurisdiction. Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

Jurisdiction. For matters not subject to arbitration, including enforcement of arbitral awards and urgent interim relief, the parties submit to the exclusive jurisdiction of the courts of competent jurisdiction in Mumbai, Maharashtra, India.

19. Force majeure

Neither party shall be in breach of these Terms, nor liable for any failure or delay in the performance of any of its obligations (other than payment obligations), to the extent such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to: acts of God, earthquake, flood, storm, fire, lightning, or other natural disasters; acts of war, armed conflict, invasion, sabotage, or terrorism; civil unrest, rebellion, or revolution; pandemic, epidemic, or public health emergency declared by a governmental authority; government action, legislation, or regulation, including export control or sanctions measures; orbital anomalies, satellite failures, or launch failures attributable to third-party launch providers or space conditions; internet outages, telecommunications failures, or disruption of satellite communications attributable to third-party infrastructure; or failures of third-party cloud, power, or critical infrastructure providers.

A party claiming Force Majeure must: (a) notify the other party in writing promptly upon becoming aware of the Force Majeure Event, specifying its nature and expected duration; (b) use commercially reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable; and (c) keep the other party informed of progress toward resumption. If a Force Majeure Event prevents performance for more than ninety (90) consecutive days, either party may terminate the affected portion of the Agreement on written notice without penalty, and Botron Dynamics will refund prepaid unused fees for unperformed Services.

20. Changes to these terms

Botron Dynamics may revise these Terms from time to time to reflect changes in our practices, Services, applicable law, or industry standards. Revised Terms will be published at botrondynamics.com/legal/terms with an updated version number and "Last updated" date.

For non-material changes (such as typographical corrections, clarifications, or changes required by applicable law), the revised Terms take effect upon posting. For material changes — meaning changes that materially and adversely affect your rights or obligations — Botron Dynamics will provide at least thirty (30) days' advance notice through email to the account contact address or a prominent notice within the Services. Material changes do not apply retroactively to signed SOWs in active performance; they apply to renewals and new engagements. Your continued use of the Services after the effective date of any revision constitutes your acceptance of the revised Terms. If you do not accept a material change, your remedy is to terminate the affected Services by written notice before the effective date of the change.

21. General provisions

21.1 Entire agreement

These Terms, together with any applicable Order Forms, SOWs, DPAs, SLAs, security addenda, and referenced policies (including the Privacy Policy), constitute the entire agreement between you and Botron Dynamics with respect to the Services and supersede all prior or contemporaneous negotiations, proposals, representations, agreements, or understandings on the subject matter, whether oral or written, except where a signed MSA or other agreement expressly states that it supplements or supersedes these Terms.

21.2 Order of precedence

In the event of a conflict between documents forming part of this Agreement, the following order of precedence applies (higher order prevails): (1) any applicable DPA for matters of personal data processing; (2) the applicable SOW or Order Form for the specific engagement; (3) any applicable SLA or security addendum; (4) these Terms; (5) the Privacy Policy.

21.3 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision.

21.4 No waiver

No failure or delay by either party to exercise any right, power, or remedy under these Terms shall constitute a waiver of that right, power, or remedy. No waiver shall be effective unless made in writing and signed by the waiving party. A waiver of any specific breach shall not constitute a waiver of any subsequent breach of the same or any other provision.

21.5 Assignment

You may not assign, transfer, delegate, or otherwise dispose of these Terms, or any of your rights or obligations hereunder, by operation of law or otherwise, without Botron Dynamics' prior written consent, which shall not be unreasonably withheld. Any purported assignment without consent is null and void. Botron Dynamics may assign these Terms, without your consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided Botron Dynamics provides you with written notice and the assignee assumes all obligations under these Terms.

21.6 Relationship of the parties

Nothing in these Terms creates, implies, or shall be deemed to create a partnership, joint venture, employment relationship, franchise, or agency relationship between you and Botron Dynamics. Neither party has authority to bind the other in any way. Botron Dynamics provides services as an independent contractor, and each party is independently responsible for its own employees, contractors, and subcontractors.

21.7 Notices

All legal notices under these Terms must be in writing and delivered to the contact addresses specified in the applicable Order Form or SOW, or for Botron Dynamics, to contact@botrondynamics.com with a copy to the address below. Notices are effective on delivery: upon confirmed electronic delivery for email notices, or upon receipt for courier or registered post. Either party may update its notice address by providing written notice to the other.

21.8 Publicity

Neither party may issue a press release, public announcement, case study, or other external communication that names or identifies the other party in connection with these Terms or the Services without the other party's prior written consent, which may be withheld in the other party's absolute discretion. Botron Dynamics may list the Client as a customer on its website and in marketing materials using only the Client's name and logo, subject to the Client's brand guidelines, unless the Client opts out in writing.

21.9 Anti-corruption and compliance

Both parties agree to comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988 (India) and, where applicable, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Neither party shall offer, pay, seek, or accept anything of value for the purpose of improperly influencing any decision in connection with these Terms or the Services.

21.10 No third-party beneficiaries

These Terms are entered into solely for the benefit of the parties and their permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of these Terms.

21.11 Counterparts and electronic signatures

Any Order Form or SOW referencing these Terms may be executed in counterparts (including by electronic signature through mutually agreed platforms), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid to the extent permitted by applicable law, including the Information Technology Act, 2000 (India).

22. Contact and notices

For general questions about these Terms, please contact us at the address below. For legal notices required under these Terms, please direct correspondence to legal@botrondynamics.com with a copy sent by courier or registered post to our registered office address, as specified on the Order Form or available upon written request.