BRAHMARSIVE PLATFORM USER LICENSE AGREEMENT
Last Updated on Nov 4th, 2025
This Brahmarsive Platform User License Agreement (hereinafter “Agreement” or “EULA”) is a binding legal document between “YOU”/”END-USER”/”User” and BRAHMARSIVE INC., having registered address at 9 E Laurel Rd, Suite B, Stratford NJ 08084 (hereinafter referred to as “Licensor” / “Company” / “Brahmarsive”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors);
Brahmarsive and End-User are together referred to as Parties and independently as Party.
BY CLICKING THE “ACCEPT” BUTTON, SELECTING THE LICENSE PACKAGE (AS DEFINED BELOW), AND BY CLICKING ON THE SUBMIT BUTTON, LOGGING IN OR OTHERWISE USING THE PLATFORM (AS DEFINED BELOW) AND/OR ACCESSING HOSTED SERVICES (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD SUFFICIENT OPPORTUNITY TO READ AND UNDERSTAND IT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN UNCHECK THE “I ACCEPT” BOX AND DO NOT LOGIN OR USE BRAHMARSIVE PLATFORM.
VERIFIABLE PARENTAL CONSENT: IF YOU ARE YOUNGER THAN 18 YEARS, PLEASE SUBMIT THE EMAIL ADDRESS OF YOUR PARENT/LEGAL GUARDIAN AND YOUR NAME FOR SEEKING THEIR CONSENT. AN EMAIL CONTAINING LINK TO THIS LICENSE AGREEMENT AND REQUESTING PARENT/LEGAL GUARDIAN CONSENT WOULD BE SENT TO THEM. ONCE YOUR PARENT/LEGAL GUARDIAN MAKES PAYMENT VIA USE A CREDIT CARD, DEBIT CARD, OR OTHER ONLINE PAYMENT SYSTEM THAT PROVIDES NOTIFICATION OF EACH DISCRETE TRANSACTION TO THEM; AND SUCH PARENT/GUARDIAN CONFIRMS VIA REPLY EMAIL THAT HE/SHE HAS RECEIVED THE TRANSACTION RECEIPT, IT SHALL BE DEEMED THAT THE CONSENT IS PROVIDED BY PARENT/GUARDIAN TO THIS LICENSE AGREEMENT AND TO YOUR USE OF PLATFORM. THE PARENTAL CONSENT PROCESS THEREAFTER IS COMPLETE AND YOU ARE PERMITTED TO USE THE PLATFORM PER SUCH CONSENT.
BY ACCEPTING THIS BRAHMARSIVE PLATFORM USER LICENSE AGREEMENT, YOU ARE HEREBY NOTIFIED AND PROVIDE CONSENT TO BRAHMARSIVE’S PRIVACY POLICY AND TERMS OF USE LISTED AT https://brahmarsive.com/
BRAHMARSIVE may modify or update this Agreement, including any referenced policies and other documents time to time. Any modified/updated version of Platform will be effective at the time it is published. To keep abreast of your license rights and relevant restrictions, please bookmark this Agreement and read it periodically. By using BRAHMARSIVE after any such modifications or updates, End-User agrees to all of the modifications/updates.
WHEREAS:
A.
Licensor has developed and possess proprietary rights over a cloud-based Software as a Service Platform for immersive experiences named as Brahmarsive (hereinafter “Platform”) which enables the User to experience seamless and immersive augmented reality (AR), virtual reality (VR), and extended reality (XR) through various web and native-based immersive devices; and Licensor intends to license such Brahmarsive Platform;
B.
You have evaluated Brahmarsive Platform, have realized the potential and innovative capabilities of the Platform, or has taken test demo of the same, and desire to obtain the right to use the Platform for the purposes mentioned below; and
C.
You wish to procure access and usage rights to the Platform, and the Licensor wishes to grant such license as per the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
1.1.
“Access Credentials” means the email ID, name, username, phone number, identification number, password, license or security key, security token, PIN or other security code, device used, country, alone or in combination, to verify a User’s identity and authorization to access and use Platform.
1.2.
“Anonymous Data/Information” means information concerning the use of the Platform which does not allow identification of an individual.
1.3.
“Company” means the company Brahmarsive Inc.
1.4.
“Confidential Information” shall include all written and/or tangible information created by a Party or disclosed by a Party (“Disclosing Party”) to the receiving party (“Receiving Party”) which is confidential, proprietary and/or not generally available to the public, including but not limited to, information relating in whole or in part to present and future products or services, business plans and strategies, marketing ideas and concepts, especially with respect to unannounced products and services, present and future product/service plans, pricing, volume estimates, financial data, product enhancement information, business plans, marketing plans, sales strategies, customer information (including customers’ applications and environments), Access Credentials, User Data, Intellectual Property, market testing information, development plans, specifications, customer requirements, configurations, designs, plans, drawings, apparatus, sketches, Platform, hardware, proprietary algorithms, computer programs, object codes, source codes applications, trade secrets, documentation program listings, flow charts, manuals, data, algorithms, prototypes, prices, quotes, proposals, analyzed data, comparison charts or other technical and business information, and future business plans, which is identified by the disclosing party to be confidential.
1.5.
“Documentation” means user manuals, technical manuals, Models, images, captcha, and any other materials provided by Brahmarsive, in printed, electronic, or other form, that describe the operation, use, or technical specifications of the Platform.
1.6.
“End User” means you, an individual who Launches and uses the Experiences.
1.7.
“Experience” shall mean such immersive augmented reality (AR), virtual reality (VR), or extended reality (XR) experience that is developed by Brahmarsive in the Platform.
1.8.
“Hosting Solution” shall mean a facility provided by the Licensor for hosting the Experiences created by the Licensor for use to End-Users.
1.9.
“Intellectual Property” means any and all registered and unregistered rights of Licensor that is granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.10.
“Launch” shall mean every instance End-User plays the Experience using the Platform.
1.11.
“License” shall mean the right to use the offerings of Brahmarsive Platform made available via a cloud network having various features such as architecture for scalable Hosting Solution, 3D Model repository and environments, granular metrics for learners, personalized dashboard facility with experiences and engagement metrics, enabling usage of VR and AR experiences in immersive devices, availability of integrated and sequenced blueprints; and use of Hosting Solution as mentioned in Clause 2 with such restrictions as provided under this Agreement.
1.12.
“Maintenance Release” means any update, release, or other adaptation or modification of the Platform, including any updated Documentation, that Licensor may provide to You from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Platform, but does not include any New Version of the Platform.
1.13.
“Models” means digital representations of objects, characters, threedimensional (3D) models, textures, animations, and associated metadata that contribute to the visual and interactive aspects of the virtual environment. Models can encompass a wide range of virtual entities, such as avatars, properties, scenery, or any other visual or interactive components that enhance the immersive experience within the Platform.
1.14.
“Platform” means Brahmarsive Platform and the related tools that enables the User to use the Experiences made available at https://brahmarsive.com/ or via Oculus Store, Apple Vision Pro, or Microsoft Hole Lense, etc. made available to the End-User over course of time.
1.15.
“User Data”/”End-User Data” means any and all data, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected,
stored, processed, generated in the Platform by the End-Users; except such data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Platform without
additional user input.
1.16.
“Third-Party Materials” means materials and information, in any form or medium, that are not proprietary to Licensor.
2. END-USER LICENSE GRANT AND SCOPE
2.1.
Subject to and conditioned upon to the payment of the Fees for the License Package (as described in Clause 6.1) opted herein and your compliance with all the terms and conditions of this Agreement, Brahmarsive grants you a non-exclusive, nontransferable, non-sublicensable, limited end-user license to access and use the Platform during the Term, to the extent permitted under such Licensing package.
2.2.
All use of the Platform must be in accordance with the relevant documentation and policies of Brahmarsive.
2.3.
You confirm that you are (a) 18 years or older; or have your parent or guardian’s consent to agree to this EULA and its terms of use, and (b) have the power to enter a binding contract with Brahmarsive and not be barred from doing so under any applicable laws.
2.4.
This Agreement commences on the date you first accessed or used the Platform.
3. LICENSE RESTRICTIONS
3.1.
Responsibility of Health and Safety: You acknowledge that the Platform uses immersive reality for providing services to the users. However, please be aware that use of immersive reality platform invokes a near-instant emotional reaction. It is the nature of immersive reality headset for viewing Experiences to set you offbalance and/or affect your decision making. Kindly follow the below safety guidelines to prevent serious injury or harm.
3.1.1. There is a probability that you lose balance while using immersive headsets for availing Experiences. Please be alert and ensure there are adequate supervisors capable of catching you if you lose balance. Kindly keep the perimeter and surroundings clear with buffer area nearby. Do not run or jump off the perimeter. Licensor does not provide immersive headsets; and it does not have any control or responsibility over how your immersive headset operates or about its safety measures placed by the manufacturers for use. Please read the hardware instruction manual that comes with the immersive headset/equipment and follow the same.
3.1.2. Immersive headsets creates an immersive experience. However, for certain individuals, it may cause nausea, photosensitivity, epilepsy, seizures or other bodily injury (including death or disability) or property damage.
3.1.3. BRAHMARSIVE DOES NOT TAKE RESPONSIBILITY FOR ANY INJURY OR DAMAGE CAUSED BY YOUR ACTIONS WHILE USING EXPERIENCES. YOU ARE RESPONSIBLE FOR YOUR OWN HEALTH AND SAFETY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE THIS PLATFORM.
3.2.
You shall access Platform by using only one account. You shall not share your account with any of your colleagues or with any third party or permit use of the Platform through your account.
3.3.
You shall not be entitled to lease, lend or make the Licensing rights accessible to third parties in any other manner.
3.4.
You hereby ensure that you shall use only compatible immersive headsets for use of the Platform.
3.5.
Downtime or degradation: Subject to the terms and conditions of this Agreement, Licensor will use commercially reasonable efforts to make Hosting Solution available for access and use by You over the Internet at least 99% of the time as measured over the course of each calendar month during the Term excluding unavailability due, in whole or in part, to any: (a) act or omission by You, access to or use of Hosting Solution by You, or using End-User’s Access Credentials that does not strictly comply with this Agreement; (b) Your failure; (c) Your Internet connectivity; (d) Force Majeure Event; failure, interruption, outage or other problem with any Platform, hardware, system, network, facility or other matter not supplied by Licensor pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension or termination of the License. Service levels cannot be guaranteed and Licensor shall not be liable to You in the event Hosting Solution is unavailable for any reasons provided in Clause 3.
3.6.
Scheduled Downtime: Licensor will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of Hosting Solution between such hours informed by Licensor to You; and (b) give You at least 24 hours prior notice of all scheduled outages of Hosting Solution.
3.7.
Granular metrics – Licensor does not ensure the quality and reliability of the Data, which is generated while use of the Platform, being analyzed. Inaccurate or incomplete data can lead to flawed segmentation models and unreliable insights. A End-User’s browsing history not captured accurately, may result in incorrect assumptions about their preferences and behavior. Sample bias also could occur when the data used for segmentation is not representative of the entire End-User population, leading to skewed insights. Lack of contextual information may hinder the accuracy of End-User segmentation. While behavioral analytics can provide valuable insights into past End-User behavior, its predictive power for future behavior may be limited. End-User preferences and behaviors can change over time, and relying solely on historical data may not accurately predict future actions.
3.8.
Limitations in Machine learning Tool – In view of the complexity of the Models and the lack of interpretability; or End-User Data may be scarce, incomplete, or biased; and not of high-quality or diverse; or that machine learning often assumes that the underlying data distribution remains stationary; and they might lack human intuition, creativity, and contextual understanding, the Licensor does not ensure machine learning used are error-free.
3.9.
Dashboard Limitations – Licensor intends to provide real-time data involving many metrics. However, dashboard relies on historical data, and every small instance cannot be detected, it would lack correlation with false positives, and prioritization issues.
3.10.
The performance of the Platform and License is dependent on the Your hardware and its updates/upgrades, software and its updates/upgrades/fixes, and internet speed.
3.11.
The Platform is evolving and is likely to improvise and add several new features and functionalities as immersive technology develops. Minor bugs and errors are expected in such development process. Licensor is periodically undertaking change analysis, release planning, system implementation, and releasing the updated system to the customers.
3.12.
The Platform has several features and functions. This License does not cover Services that is not covered under your Licensing Package. If You require any of these advanced licensing services, you can avail them after entering into “Master Licensing Agreement”/“Master Services Agreement” with the Licensor.
3.13.
Immersive Glasses:
3.13.1. The Licensor does not provide, sell, or supply immersive glasses or instruments as part of this agreement. You acknowledge and agree that it is your sole responsibility to independently procure, purchase, and own compatible immersive glasses or instruments required for use of Platform. You understand that the successful operation of the Platform is contingent upon the possession of compatible Immersive Glasses/instruments.
3.13.2. The Licensor shall provide specifications or recommendations for Immersive Glasses that are compatible with the Platform. However, the final decision to purchase suitable Immersive Glasses rests entirely with You. The Licensor does not warrant or guarantee the compatibility of the Platform with any specific brand or model of Immersive Glasses in case of any updates/upgrades/patches/fixes on them.
3.13.3. Licensor may modify/upgrade the software to suit such noncompatible Immersive Glasses as it deems fit; and any such modifications/upgradations and the modified/upgraded Platform shall remain the Intellectual Property of the Licensor at all points in time.
3.13.4. The Licensor shall not be responsible or liable for any issues, defects, or damages related to the Immersive Glasses. You assume full responsibility for the selection, purchase, and maintenance of the Immersive Glasses.
3.13.5. Any issues, warranties, or liabilities related to the Immersive Glasses shall be addressed directly between You and the respective supplier or manufacturer.
3.14.
Any other circumstances beyond Licensor’s reasonable control, including Your use of Third-Party Materials, misuse of Platform, Models, Hosting Solution, or use of the License other than in compliance with the express terms of this Agreement is a permitted License restriction; and
3.15.
Any suspension or termination of Your access to or use of Hosting Solution due to a Your failure or as otherwise permitted by this Agreement is a permitted restriction of License.
4.
OTHER LICENSE CONDITIONS:
4.1.
Guidelines and Restrictions: The guidelines and restrictions of Platform must be observed by You. If You violate these guidelines, the Licensor may immediately suspend Your account without further notice. Online access to the storage space, Platform, Models, Hosted Solution, and License will be blocked immediately in the event of infringement. It is your responsibility to ensure that content played in the Platform is absolutely compliant with Platform rules below:
4.1.1. Uploading illegal content is expressly forbidden. Offences punishable under laws of New Jersey, USA, are banned and shall not be practiced in the Platform.
4.1.2. Pornography, including content for the purpose of sexual gratification is not permitted.
4.1.3. Excessively violent content (including but not limited to: torture, rape, child abuse, animal abuse, cannibalism, glorification of gore and dismemberment) is not permitted.
4.1.4. Hate speech, bullying, molestation, or harassment is not permitted.
4.1.5. Real-money gambling, money laundering, embezzlement, securities fraud, or corrupt practices, economic offences, are not permitted.
4.1.6. Mature content (ex: violence, alcohol/drugs, nudity, or adult language), are to be avoided.
4.1.7. Content directed to children or users under the age of 18 are not permitted except with the explicit permission of their parents/guardian. It is your responsibility to procure such parental/guardian’s consent and share the same to Licensor before commencement of use of the Platform by such children.
4.2.
Your Systems and Cooperation:
4.2.1. You shall at all times during the Term: (a) set up, maintain and operate in good repair all your systems on or through which the Platform are accessed or used; and (b) provide all cooperation and assistance as Licensor may reasonably request to enable Licensor to exercise its rights and perform its obligations under and in connection with this Agreement.
4.2.2. Effect of Your Failure or Delay. Licensor is not responsible or liable for any delay or failure of performance caused in whole or in part.
4.3.
Corrective Action and Notice:
4.3.1. If You become aware of any actual or threatened activity prohibited, You shall immediately: (a) take all reasonable and lawful measures within your respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; including, where applicable, by discontinuing and preventing any unauthorized access to the Platform and permanently erasing from your systems and destroying any data to which any of them have gained unauthorized access; and (b) notify Licensor of any such actual or threatened activity.
4.4.
Consent to Use End-User Data.
4.4.1. You shall retain the ownership over such User Data; and this Agreement does not transfer any ownership, title or interest in the End-User Data to Licensor.
4.4.2. You hereby irrevocably grant all such rights and permissions in or relating to End-User Data: (a) as are necessary or useful to perform the License; and (b) as are necessary or useful to enforce this Agreement and exercise its rights and performance hereunder
4.5.
System Control:
4.5.1. Licensor has and will retain sole control over the operation, provision, maintenance and management; selection, deployment, modification and replacement; maintenance, upgrades, corrections and repairs; of the Platform, Models, Hosted Solution, and License.
4.5.2. You will retain sole control over User Data.
4.6.
Third Party Materials:
4.6.1. In creation of the Platform, licensor has used certain third-party object code or other Third-Party Materials. The restrictions, exceptions, disclaimers, limitations on, and limitation of liability apply to the entire Platform including such third-party Materials to the extent allowed by law.
4.7.
Changes/Updates:
4.7.1. The Licensor will from time to time automatically update the Platform to remove, change and add new features, content and functionality. The Platform may deliver/require virtual realty drivers/fixes. This License governs your use of the updates/drivers/fixes too.
4.7.2. The Licensor shall be entitled, but not obliged, to provide Maintenance Release. In your own interest, You may install Maintenance Release updates at a point of time that leaves sufficient time for the solution of a problem that may occur in connection with the Maintenance Release updates.
4.7.3. You can refuse the use of the Maintenance Release updates. However, faultless functioning of the Platform and Experiences cannot be ensured in this case.
4.7.4. These License terms shall also apply to Maintenance Release updates that may be provided or are made available, unless other terms are provided with such updates.
4.8.
You will not sell, resell, license, sublicense, distribute, make available, rent or lease any Platform, Model, or use the Platform for timesharing or otherwise for the benefit of a third party.
4.9.
You will not use Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of thirdparty privacy rights.
4.10.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including without limitation, hardware, Platform, and networking. You shall be responsible for obtaining and maintaining both the functionality and security of any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, Platform, operating systems, networking, and web servers. You shall also be responsible for maintaining the security of Your account, passwords and files and for all uses of Your account with or without Your knowledge or consent, and You hereby acknowledge and agree that Licensor shall have no responsibility for such matters.
4.11.
You own and accept all responsibility for any End-User Data, information or material that You process or submit in the Platform in the course of the License. You acknowledge that Licensor does not procure any personally identifiable information while performing the License. You, at all times, retain ownership of all End-User Data in the Platform. You, and not Licensor, shall have sole responsibility for the accuracy, quality, security, integrity, legality, reliability, appropriateness, and intellectual property rights in all End-User Data, if any, placed in the Platform.
4.12.
You agree that you are solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, written or audible communications of any nature in the End-User Data. You agree not to: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in any manner that is likely to damage, disable, overburden, or impair the Platform or interfere in any way with the use or enjoyment of the Platform by others; (d) to introduce any Malware or other malicious activity in Your use of the Platform; or (e) in any way that constitutes or encourages conduct that could constitute a criminal.
4.13.
You shall use and will ensure that your use of the Platform is in full compliance with this Agreement and all applicable laws and regulations. You represent and warrant that you (i) have accessed and reviewed any terms of use or other policies relating to a Platform, (ii) understood the requirements thereof, and (iii) agree to comply therewith. Licensor may suspend Your account and access to the Platform and performance of the License at any time without notice if Licensor believes that You are in violation of this Agreement. Although Licensor has no obligation to monitor Your use of the Platform, Licensor may do so and may prohibit any use if it believes may be (or alleged to be) in violation of the terms of this Agreement.
4.14.
You shall provide all cooperation and assistance as Licensor may reasonably request to enable Licensor to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Licensor with such access to Your information technology infrastructure as is necessary for Licensor to perform the License in accordance with this Agreement.
4.15.
You shall use commercially reasonable efforts to be, at all times, educated and trained in the proper use and operation of Platform in accordance with applicable manuals, instructions, specifications and documentation provided by Licensor from time to time.
4.16.
You shall ensure that the Platform and License is not available to any person other than authorized users.
4.17.
You shall not access the Platform and License or use the Documentation in order to build a similar product or competitive product.
4.18.
Subject to the limited License granted herein, Licensor shall own all right, title and interest in and to the Platform, License, Models, Documentation, including all modifications, improvements, upgrades, derivative works and feedback related thereto and Intellectual Property rights therein. You agree to assign all rights, title and interest it may have in the foregoing to Licensor.
4.19.
You shall provide commercially reasonable information and assistance to Licensor to enable Licensor to provide Platform. You acknowledge that Licensor’s ability to deliver the Platform in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.
4.20.
You shall comply with all applicable local, state, national and foreign laws in connection with its use of the Platform, including those laws related to data privacy, international communications, and the transmission of technical or personal data. You acknowledge that Licensor exercises no control over the content of the information transmitted by You through the Platform.
4.21.
You shall not import, upload, reproduce, make available, publish, transmit, distribute, or sublicense the Models which have been pre-installed by the Licensor in the Platform, to any third party.
4.22.
Other End-Users may publish their models on the Platform. You shall not use, import, upload, reproduce, make available, publish, transmit, distribute, or sublicense such other third-party End-User’s models in the Platform.
4.23.
You acknowledge that no End-User Data, Access Credentials, Experiences, or Model is downloadable from the Platform. Any effort by You to download Models, Experiences, End-User Data, or platform generated data shall be material breach of the contract. You are solely responsible for the security of any information stored on your own digital storage, or your own cloud storage space provide under License, and shall take appropriate measures to maintain a commercially reasonable level of security to protect all data collected through the Platform.
5. END-USER DATA BACKUP & ACCESS:
5.1.
Your Control and Responsibility:
5.1.1. You have and will retain sole responsibility for: (a) all End-User Data, including its content and use; (b) all information, instructions and materials provided by You in connection with the License; (c) Your systems; (d) the security and use of your Access Credentials; (e) all access to and use of the License directly or indirectly by or through Your systems or its Access Credentials, with or without Your knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.
5.2.
End-User Data Backup:
5.2.1. Licensor will not maintain data backups of End-User Data. LICENSOR HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF ANY END-USER DATA.
5.3.
Access and Security:
5.3.1. You shall employ all safeguards necessary to: (a) secure use of your Access Credentials and protect against any unauthorized access to or use of Hosting Solution; and (b) control the content and use of End-User Data, including the uploading or other provision of End-User Data for Processing by Hosting Solution.
5.4.
Data Protection:
5.4.1. The Licensor collects, processes and uses personal data for the purpose of the performance of the Agreement. Certain Access Credentials personal data shall be collected, processed and used by the Licensor in this regard such as name, address, e-mail address and, if applicable, contact data of the contact person. Licensor manages End-User Data and Access Credentials as per privacy policy available on the homepage of the Licensor at https://brahmarsive.com/
5.4.2. Licensor shall retain archival copies of End-User Data and Access Credentials as required by law as well for technology audit to identify performance of the Platform.
6. ORDERS AND FEE PAYMENT
6.1.
License Fees:
6.1.1. The monthly charges towards the License are specified below, as updated by the Licensor from time to time, and uploaded on the website https://brahmarsive.com/
6.1.2. There are various packages (hereinafter “License Packages”) which can be opted by You. The packages costs vary depending on Platform access permissions, Experiences availed, cloud space requirements, etc. Based on the same, You shall choose and Order for the appropriate package.
6.1.3. The charges specified for the packages are monthly charges; and are exclusive of taxes.
6.1.4. The charges for the 12-month period constitute the “License Fees” payable by You since the License term is for the period of 1 year.
6.1.6. Upon payment of License Fees, Your Licensing rights under this Agreement commences on such future date agreed between the parties.
6.1.7. Licensor may increase License Fees, considering the business requirements or increased costs, by providing written notice to You at least 15 days prior to the effective date of the License Fee increase, and the License Fees will be deemed amended accordingly upon issuance of such notice.
6.1.8. Licensor has an option to approve or reject your Order within 2 days after you accept this Agreement and make payment. In case of rejections, Licensor may provide reasons or may suggest alternative commencement date.
6.2.
License Package Change: You acknowledge that License Fees are based the Licensing Package availed. When You request for additional Experiences or such other additional features, the License Package is entitled to be shifted to such higher package as applicable. The Licensor shall intimate You about such additional License Fees towards opting higher package. Upon payment of such additional License Fees, the higher package commences on such future date agreed between the Parties.
6.3.
Suspension of License: If any amount or Fees is owed by You under this Agreement or any amount is payable, Licensor may immediately suspend access to the Platform until such amounts are paid in full; and may restart the License upon payment of Fees.
6.4.
Taxes. You shall be responsible for payment of all sales and use taxes, Goods and Services Tax, or similar charges relating to Your purchase and use of the services. Licensor shall reflect applicable taxes as a separate line item on each invoice. If Licensor is required to pay sales, use, property, value-added or other taxes based on the payments provided under the Agreement and if Licensor is required to collect and remit such taxes, then such taxes will be billed to and paid by You, unless Licensor receives a valid exemption. If You are not billed the applicable tax while making payments, then it is Your responsibility to properly remit the tax directly to the applicable tax jurisdiction. Further, You acknowledge that the payments to Licensor under the Agreement will be made in full without reduction for withholding taxes, if applicable. This section will not apply to taxes based on Licensor’s net income or payroll taxes.
6.5.
All amounts not paid when due will accrue interest at the lower of 1.5% per month or the highest rate permissible by law until the unpaid amounts are paid in full. Fee amount mentioned herein do not include any taxes, duties or similar charges.
7. TERM AND TERMINATION
7.1.
Term: The term of the Agreement is for a period of 1 (one) year from the Effective Date. This Agreement will remain in effect until the expiration or earlier termination, whichever is earlier.
7.2.
Termination for cause: If either party breaches this Agreement, the other party may terminate the agreement (in whole or in part, including Orders) upon 30 days written notice providing an opportunity to cure the breach.
7.3.
Licensor may suspend, terminate or otherwise deny Your access to or use of all or any part of the License, without incurring any resulting obligation or liability, if: (a) Licensor receives a judicial or other governmental or regulatory demand or order, or law enforcement request that expressly or by reasonable implication requires Licensor to do so; or (b) Licensor believes, in its sole discretion, that (i) You have failed to comply with any term of this Agreement, or accessed or used the License beyond the scope of the rights granted or for a purpose not authorized under this Agreement, (ii) You have been or is likely to be involved in any fraudulent, misleading or unlawful activities. This clause does not limit any of Licensor’s other rights or remedies, whether at law, in equity or under this Agreement.
7.4.
Effect of Termination or Expiration:
7.4.1. Upon termination of this Agreement or expiration of the Term, Licensor shall immediately cease providing the License, Platform, Model, or Hosting Solutions. The expiration or termination of this agreement terminates the Licensing rights granted to You under this Agreement; and Your right to procure License, Platform, Model, or Hosting Solutions.
7.4.2. All dues payable and accrued as on the date of such expiration or termination shall remain your liability of You. If You terminate before the expiration period, and if there are no dues to Licensor from You, then Licensor may pay to You the balance of the prorata Fee for the remaining duration of the Licensing period.
7.5.
Upon termination of this Agreement or expiration of the Term:
7.5.1. Your user access rights shall be revoked.
7.5.2. Your user login shall be deleted and along with it all End-User Data and any content created by You shall automatically stand deleted. The End-User Data, Access Credentials, and Experiences are not downloadable at any point in time during the term of the Contract or thereafter
7.5.3. The Hosted Solution access to You shall be stopped, and the cloud server storage space, if any provided, will be deleted within 30 days after the expiry of the contract.
7.5.4. Subject to the above clause, upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written confirmation of such destruction, provided that a party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.
7.6.
Survival: Neither expiration nor termination of the Agreement will terminate those obligations and rights of the parties pursuant to provisions of the Agreement which by their express terms are intended to survive and such provisions will survive the expiration or termination of the Agreement. Without limiting the foregoing, the respective rights and obligations of the parties under Clauses 8, 10, 13, 14, and 15 of this Agreement will survive the expiration or termination of the Agreement regardless of when such termination becomes effective.
8. INTELLECTUAL PROPERTY
8.1.
You acknowledge that Licensor owns and shall retain all right, title, and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights) in the Platform, its Models, and Documentations and the End-User is provided only a right to access and use the Platform to the extent permitted in this Agreement. No title to the Platform, Models, or any Intellectual Property Rights or other rights therein, are transferred to End-User or End-User by virtue of this Agreement except for the limited End-User License granted under this Agreement.
8.2.
You agree that the Platform, including without limitation any underlying data, source code, Models, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto are the property of the Licensor.
8.3.
You agree that you shall not and shall not allow third party to: (a) translate, decompile, reverse engineer or otherwise attempt to discover the source code, sell, assign or otherwise make use of any Intellectual Property of the Platform or Models in any way (b) lease, loan, resell, sublicense or otherwise distribute the Platform, Experiences or Models; (c) make any use of or perform any acts with respect to the Platform or Models other than as expressly permitted in accordance with the terms of this Agreement; (e) make the Platform or Models available in any medium or media in a manner intended to allow or invite a third party to download, extract or access the Platform, Models, designs, etc. (f) use any inherently dangerous applications that may tamper, adulterate, or create trojans or other virus that creates a risk to Platform or Models (g) cause, inadvertently or otherwise grant of access to unauthorized persons or agencies, (h) cause any transfer of Platform or Models either in whole or in part, or modify or create any derivative works.
9. ANONYMOUS DATA
9.1.
Anonymous data shall mean information concerning the use of the Platform which does not allow your identification. You also acknowledge that when you use the Platform and access the Hosted Solution, the Platform may automatically collect information on your use of the Platform and your surrounding space/perimeter where you use the Platform. You hereby authorize Brahmarsive to collect such information upon your use of the Platform.
9.2.
During the Term, Licensor may collect, use and publish Anonymous Data relating to the Models or Experiences, and disclose it to third parties, for improvement, publishing, optimizing and marketing of the Platform. The Licensor is the owner of all the Anonymous Information collected or received using the Platform, all in accordance with the terms of this Agreement.
9.3.
All details concerning what kind of data is collected, used and processed shall be made available to the End-User through its Privacy Policy which shall be displayed on the Licensor’s official website.
9.4.
In order to protect all Anonymous Data gathered through the Platform, Licensor provides appropriate digital security measures consistent with industry standards, applicable by law. It is clarified that the data collected is stored on a suitable cloud storage by a third-party cloud storage provider and subject to the terms and use of such digital storage, its availability and responsibilities.
9.5.
YOU ARE EXPRESSLY PROHIBITED FROM DISCLOSING THE PLATFORM, MODELS OR DOCUMENTATION TO ANY PERSON OR ENTITY. YOU ARE PROHIBITED FROM PERMITTING ANY OTHER PERSON TO ACCESS OR USE OF THE PLATFORM UNDER RIGHTS PROVIDED VIA THIS AGREEMENT.
10. CONFIDENTIALITY
10.1.
Each Party undertakes to the other that in respect of the Confidential Information of the other Party it will: (a) treat and keep the Confidential Information as confidential; (b) not disclose the Confidential Information to anyone without the prior written consent of the other Party; (c) not use the Confidential Information for any purpose other than in relation to this Agreement and (d) take appropriate measures to prevent unauthorized access to the Confidential Information it has received from the other Party.
10.2.
The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is in the public domain other than as a result of being disclosed in breach of this Agreement (b) was received from a source not connected with the other Party at a time when that source was not under any obligation of confidence in respect of the Confidential Information; (c) was known to that Party before the date of this Agreement and that Party was not under any obligation of confidence in respect of the Confidential Information at that time; or (d) was independently developed by the Party without any reference to the Confidential Information.
10.3.
All information collected from you in connection with the Platform may be used by Brahmarsive in compliance with Privacy Policy. By using the Platform or by providing information, you consent to the Privacy Policy and Brahmarsive’s use of your information in compliance thereof.
11. USER DATA
11.1.
You hereby grant Brahmarsive a non-exclusive license to copy, distribute, perform, display, store, modify, and otherwise use your User Data in connection with operating the Platform to provide Licensing services.
11.2.
Unless otherwise specified, you shall retain ownership of any data or other content (including text, images, videos, software, etc.) which you submit, post, or upload on Platform.
11.3.
Your User Data, your Access Credentials, and Licensor’s Experiences/Models are not downloadable at any point in time during the Term or thereafter. Any effort by you to download Models, Experiences, User Data, or ‘Platform generated data’ shall be a material breach.
11.4.
You are solely responsible for the accuracy, content and legality of the data shared by you. You agree not to submit any content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, that encourages conduct that would be considered a criminal offense or give rise to any civil liability. You will not submit any material (including any virus, bot, worm, scripting exploit or other harmful code) that is likely to harm or corrupt the Platform or Hosted Solution. You agree that Brahmarsive may, in its sole discretion, delete or remove any User Data at any time and with or without notice to mitigate larger risks.
11.5.
Brahmarsive may use User Data to measure your general usage patterns and characteristics of user base to improve its products and services and/or to provide the same to End-User. Brahmarsive may include aggregate information about overall End-User audience in promotional materials or reports to third parties. This aggregate information will not reflect names, phone numbers, email addresses, or other personally identifiable information, and it will not be traceable to a specific recipient or user’s email address.
11.6.
By sharing User Data to Brahmarsive, you represent and warrant that you have all consents, licenses and rights necessary to provide and license the User Data and you grant Brahmarsive a non-exclusive, irrevocable, fully-paid, royalty-free, perpetual, sub-licensable, transferrable, worldwide license to User Data under all intellectual property and other rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums and with any technology now known or hereafter developed and for all purposes without attribution, notice, permission or payment to you or a third party for the purpose of fulfilling the obligations of Master Licensing Agreement. Brahmarsive reserves the right to review, edit, delete or block access to User Data without notice.
12. THIRD PARTY WEB SERVICES.
12.1.
13. WARRANTIES; DISCLAIMER OF WARRANTIES.
13.1.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, this Agreement and each order is entered into with all necessary authority to bind such party to the terms and conditions of this Agreement.
13.2.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, BRAHMARSIVE AND ITS AFFILIATESS PROVIDE THE PRODUCTS (INCLUDING THE PLATFORM, HOSTED SERVICES, MODELS) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR ANY PURPOSE.
13.3.
WITHOUT LIMITING THE FOREGOING, BRAHMARSIVE AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, , AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (A) THE USE OF PLATFORM AND/OR HOSTED SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PLATFORM AND/OR HOSTED SERVICES WILL MEET END USER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, (D) THE QUALITY OF PLATFORM, MODELS, SERVICES, INFORMATION OBTAINED BY END-USER THROUGH WILL MEET END USER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVER(S) WHERE HOSTED SOLUTION IS PLACED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN ADDITION, BRAHMARSIVE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF BRAHMARSIVE AND ITS AFFILIATES.
13.4.
BRAHMARSIVE AND ITS AFFILIATESS SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE PLATFORM AND/OR HOSTED SERVICES.
13.5.
BRAHMARSIVE AND ITS AFFILIATES SHALL HAVE NO LIABILITY OF ANY KIND IN RESPECT OF ANY CONTENT, INFORMATION OR DOCUMENTATION POSTED BY YOU, END-USER OR ANY THIRD PARTY ON YOUR/END-USER’S BEHALF.
13.6.
OUR PLATFORM AND/OR HOSTED SERVICES ARE MEANT FOR OWN PURPOSE OF END-USER; AND THAT NO ASSURANCE OF PROFITS TO END-USER IS PROVIDED HEREIN. IF YOU, WITHOUT THE CONSENT OF BRAHMARSIVE, DIRECTLY OR INDIRECTLY AUTHORIZE A THIRD PARTY TO USE THE PLATFORM AND/OR HOSTED SERVICES AND SUCH AUTHORIZATION RESULTS IN THE LOSS OF YOUR USER DATA OR CAUSES ANY OTHER DAMAGE, YOU WILL TAKE FULL RESPONSIBILITY FOR THE LOSS AND BRAHMARSIVE WILL NOT BE LIABLE.
14. INDEMNTY
14.1.
You agree to hold Brahmarsive its employees, directors, officers, investors, partners, and affiliates harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to your breach of any of these terms of the Agreement or use by you or any third party (authorised, permitted or enabled by you) of the hosted Platform, and defend from any claim of any nature regarding your usage of any of the tools or services or features provided via the hosted Platform, or through any separate contractual arrangements.
15. LIMITATION OF LIABILITY
15.1.
Under no circumstances, including, but not limited to, negligence, Brahmarsive shall be liable for any consequential, indirect, incidental, punitive, extraordinary, exemplary or special damages including without limitation, loss of use, business interruptions, loss of data, loss of profits and loss of revenue that result from the use of, or the inability to use, the tools or features or services offered to you, even you have advised Brahmarsive of the possibility of such damages. In no event shall the Brahmarsive’s total liability to you for all damages, losses, and causes of action (whether in contract, tort, or any other legal or equitable theory, including but not limited to, negligence or otherwise) exceed the License Fee paid by you or your company to Brahmarsive for the last one (1)month. This limitation of liability clause shall survive any termination.
16. FORCE MAJEURE.
16.1.
Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labour conditions, or any other cause which is beyond the reasonable control of the party.
17. GOVERNING LAW:
17.1.
This Agreement is governed by the laws of USA. This Agreement and performance hereunder shall be governed by the laws of the courts of New Jersey, USA, without regard to conflicts of laws (with regard to conflict of law principles), and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts at New Jersey, USA.
18. TRANSFER OF RIGHTS AND OBLIGATIONS
18.1.
You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Brahmarsive’s prior written permission. Any transfer performed without this permission is invalid. In the event of business upgrades or changes in operating entities, Brahmarsive has the right to transfer, subcontract, or replace Brahmarsive’s rights and obligations under this Agreement.
19. SEVERABILITY:
19.1.
Any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provision hereof.
20. ENTIRE AGREEMENT:
20.1.
This Agreement constitutes the entire agreement and understanding of the parties and supersedes and merges any and all prior proposals, understandings and agreements, oral and written, between the parties concerning the subject matter hereof.
21. WAIVER:
21.1.
The waiver or failure of Licensor to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder. The rights and remedies of Licensor set forth in this Agreement are in addition to any rights or remedies Licensor may otherwise have at law or in equity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.