Customer Agreement & Licensing Terms

This Customer Agreement and Master End-User License Agreement ("Agreement" or "MSA/EULA") constitutes a legally binding contract entered into by and between Rudram Softech Pvt. Ltd. (operating as "Rudram Softech", "Rudra Softech", "Licensor", "We", "Us", or "Our"), an Indian corporation having its registered headquarters at 321, 3rd Floor, Maruti Plaza, Nr. Vijay Park BRTS Bus Stand, Bapa Sitaram Chowk Road, Krishnanagar, Ahmedabad - 382345, Gujarat, India, and the legal entity, academic institution, enterprise, or individual identified as the customer ("Customer", "Client", "Licensee", or "You") in the applicable Order Form, Statement of Work (SOW), online subscription checkout, or contract schedule.

Electronic Assent & Authority: By executing an Order Form, registering for an account, accessing a hosted cloud instance, downloading software binaries or source code, or paying applicable subscription fees, Customer affirms that it has reviewed, understood, and agreed to be bound by all terms, conditions, warranties, disclaimers, and dispute mechanisms set forth herein. If entering into this Agreement on behalf of a university, corporation, or public body, you represent and warrant that you possess full legal authority to bind said entity. This Agreement is enforceable pursuant to the Indian Information Technology Act, 2000 (Section 10A), the United States Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001), the EU eIDAS Regulation (Regulation (EU) No 910/2014), and equivalent international digital contracting statutes.

For the purposes of this Agreement, the following capitalized terms shall have the meanings attributed below:

• "Software Product" means the proprietary computer software platforms, web applications, databases, application programming interfaces (APIs), modules, algorithms, scripts, updates, patches, and electronic documentation developed and distributed by Rudram Softech, including but not limited to:
  1. VheTM: Training Management Platform / Training ERP ecosystem for academies, vocational institutes, and corporate training divisions;
  2. EduSec: Comprehensive Higher Education, University & College Campus Management ERP;
  3. Rudram CRM: Enterprise customer relationship, inquiry lifecycle, and communication management system;
  4. Rudram Accounting: Multi-currency double-entry ledger, voucher, and financial management system;
  5. Rudram Invoice: Automated billing, recurring receivables, and tax/GST compliant invoicing suite;
  6. Rudram Payroll & HRMS: Employee lifecycle, attendance biometric integration, and statutory payroll engine; and
  7. Bespoke Enterprise Software & Modules: Custom architectural components or connectors developed under a Statement of Work.
• "Customer Data" means all electronic data, student files, faculty records, financial entries, transactional information, documents, media, or proprietary text uploaded, input, or transmitted into the Software Product by Customer or its Authorized Users.
• "Authorized Users" means individuals authorized by Customer to access and use the Software Product under Customer’s subscription tier or user seat quota, such as administrative staff, faculty, students, accountants, or corporate personnel.
• "Cloud Infrastructure" means the enterprise hosting environments (such as Amazon Web Services (AWS) Tier-4 datacenters, Cloudflare security infrastructure, and dedicated servers) utilized by Licensor to host multi-tenant or private cloud instances.
• "Order Form" means any formal quotation, digital subscription schedule, electronic checkout summary, or signed Statement of Work referencing this Agreement.

2.1 Cloud SaaS Deployment: Where Customer procures the Software Product on a Software-as-a-Service ("SaaS") subscription basis, Licensor grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right for Authorized Users to access and utilize the hosted Software Product over the Internet during the active Subscription Term, solely for Customer’s internal academic or operational purposes.

2.2 Enterprise On-Premise / Hybrid License: Where Customer executes an enterprise contract specifically granting an On-Premise deployment or source code ownership license:

• Licensor grants Customer a non-exclusive license to install, compile, and execute the Software Product on servers owned, leased, or controlled exclusively by Customer;
• Where source code is delivered under an Enterprise Code License, Customer holds the right to inspect, modify, and extend the codebase strictly for its internal institutional operations across its contracted campuses or subsidiaries; and
• Customer shall not distribute, sublicense, resell, white-label, publicize, or open-source the codebase or any derivative work to third-party entities without Licensor’s prior written corporate consent.

2.3 User Seat Compliance: Customer agrees to monitor and restrict usage to the licensed user count, concurrent student enrollments, or transactional volumes specified in the Order Form. Additional tiers may be procured pro-rata.

3.1 Limited Processing License: Customer grants Licensor a strictly limited, non-exclusive, non-transferable right to host, cache, transmit, and backup Customer Data solely to the extent necessary to operate, maintain, and provide the Software Product and technical support services contracted under this Agreement.

3.2 Data Privacy Compliance: Both parties agree to observe all applicable data protection legislation, including the Indian Digital Personal Data Protection Act, 2023 (DPDP Act), the Information Technology Act, 2000 (read with the SPDI Rules 2011), the European Union General Data Protection Regulation (EU GDPR 2016/679), the UK Data Protection Act 2018, and the California Consumer Privacy Act / CPRA. Licensor processes Customer Data strictly as a Data Processor / Service Provider pursuant to our Data Processing Addendum.

3.3 Confidentiality of Educational & Financial Records: Licensor treats all student academic performance records, attendance histories, banking details, and payroll data as strictly confidential and enforces Role-Based Access Controls (RBAC), multi-factor authentication, and end-to-end transport layer security.

4.1 Reservation of Rights: Licensor retains all worldwide right, title, interest, copyright, patent rights, trade dress, trade secret rights, and intellectual property in and to the Software Product, framework architecture, UI/UX designs, database models, algorithms, workflow engines, documentation, logos, and trademarks. Customer acquires only the limited licensing rights expressly conveyed in Section 2.

4.2 License Restrictions: Except as expressly authorized herein or mandated by non-waivable statutory law, Customer undertakes that it shall not, directly or indirectly:

• Reverse engineer, decompile, disassemble, or attempt to derive the underlying human-readable source code of any proprietary binary modules or encrypted assets;
• Modify, translate, create derivative platforms designed to compete directly with Licensor’s ERP software, or market white-labeled duplicates;
• Remove, alter, or obscure any copyright notices, trademark attributions, or proprietary markers embedded within the Software Product or accompanying documentation;
• Use automated robots, crawlers, scrapers, or extraction algorithms to harvest structural schemas or proprietary UI assets; or
• Rent, lease, lend, commercialize, or provide the Software Product on a bureau service or timesharing basis to unauthorized third parties.

6.1 Invoicing & Payment Terms: Customer agrees to pay all fees outlined in the applicable Order Form. Unless agreed otherwise in writing, subscription fees are billed annually or quarterly in advance and must be credited within thirty (30) days from the invoice issuance date. Accepted payment channels include direct Bank Wire Transfer (NEFT/RTGS/SWIFT), Corporate Credit Cards, and recognized merchant portals (e.g., Stripe, PayPal, Razorpay).

6.2 Non-Refundable Fee Policy: Given the substantial deployment costs, infrastructure provisioning, and software onboarding involved, all subscription fees paid are non-refundable, except in the event of an uncured material breach by Licensor pursuant to Section 11.2 or formal corporate dissolution.

6.3 Taxes: Stated fees are exclusive of applicable indirect taxes. Customer is solely responsible for paying all applicable Goods and Services Tax (GST), Value Added Tax (VAT), sales tax, withholding tax, customs duty, or statutory levies assessed by relevant taxing authorities, excluding taxes calculated solely on Licensor's net corporate income.

Customer agrees to enforce strict internal controls over Authorized User credentials and warrants that its usage of the Software Product shall comply with all applicable local, national, and international laws.

8.1 Uptime Commitment: For Cloud SaaS deployments, Licensor uses commercially reasonable endeavors to maintain an operational Service Availability target of 99.5% uptime during each calendar month, measured 24/7/365, excluding scheduled maintenance windows, emergency security patches, or Force Majeure disruptions.

8.2 Incident Classification & Response Targets: Technical support is provided via email (info@rudramsoftech.com) and our ticketing portal according to severity:

10.1 Consequential Damages Waiver: IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, OR LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR DATA CORRUPTION, INACCURATE FINANCIAL REPORTING, WORK STOPPAGE, OR SYSTEM DOWNTIME, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Financial Cap on Liability: TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THE AGGREGATE CUMULATIVE LIABILITY OF RUDRAM SOFTECH FOR ALL CLAIMS, CONTROVERSIES, DISPUTES, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE PRODUCT, OR AN ORDER FORM, WHETHER SOUNDING IN CONTRACT, TORT, OR STATUTORY INDEMNITY, SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO LICENSOR UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE FIRST CLAIM (OR, IF ON A COMPLIMENTARY OR TRIAL SUBSCRIPTION, THE SUM OF $100.00 USD OR INR 10,000).

10.3 Statutory Carve-Outs: The limitations set forth in this Section 10 shall not apply to: (i) damages arising from gross negligence or willful misconduct; (ii) breach of intellectual property obligations under Section 4 or Section 5; or (iii) Customer’s non-payment of legitimate accrued subscription fees.

11.1 Term: This Agreement takes effect on the Effective Date and continues for the Initial Subscription Term specified in the Order Form (typically twelve (12) months). It shall automatically renew for consecutive twelve (12) month periods unless either party delivers written non-renewal notice at least thirty (30) days prior to the expiration of the then-current term.

11.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party: (i) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notification; (ii) files for bankruptcy, enters liquidation, or becomes insolvent; or (iii) commits an incurable breach of confidentiality or proprietary IP rights.

12.1 Binding Arbitration Procedure: If any dispute cannot be resolved through good-faith executive negotiations within thirty (30) days, it shall be finally resolved by binding arbitration conducted under the Indian Arbitration and Conciliation Act, 1996 (or, for international enterprise clients outside India, under the International Chamber of Commerce (ICC) Rules of Arbitration) before a sole arbitrator mutually appointed by the parties.

• Seat & Venue: Ahmedabad, Gujarat, India;
• Language: The proceedings and final award shall be conducted in the English language; and
• Enforceability: The arbitral award shall be final, binding, and enforceable in any court of competent global jurisdiction under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958).

12.2 Injunctive Relief: Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for preliminary injunctive or equitable relief to protect its confidential trade secrets, intellectual property rights, or system security without the requirement of posting a bond.

14.1 U.S. Government End Users (FAR / DFARS): The Software Product and documentation are "commercial items" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as utilized in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software Product solely with the rights set forth herein.

14.2 Export Controls & Sanctions (OFAC / EAR): Customer certifies that it is not located in, under the control of, or a national of any country subject to comprehensive trade sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the United Nations. Customer shall not export or re-export the Software Product in violation of the U.S. Export Administration Regulations (EAR) or Indian Directorate General of Foreign Trade (DGFT) regulations.

14.3 Anti-Corruption Compliance: Both parties undertake to comply with the Indian Prevention of Corruption Act 1988, the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act 2010.