Date: September 12, 2025

These Terms of Service, as amended from time to time, together with any other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these “Terms”) constitute a legally binding agreement between Apprecio Tech Venture Pvt Ltd, a company incorporated under the laws of India (the “Company”) and the customer accepting these Terms (the “Customer”). The Terms govern the manner in which the Customer may use and access the Platform (as defined below) in a subscription model. The Customer’s use of the Platform signifies the Customer’s understanding and agreement to be bound to these Terms and to comply with the applicable law, rules and regulations. If Customer does not agree to these Terms, Customer may not register or use the Platform.

Agreement and Scope

These Terms govern access to and use of Apprecio’s software, documentation, and related services provided under an Order Form and Master License and Services Agreement (MLSA). By executing an Order or accessing delivered materials, Customer agrees to these Terms. In case of conflict, the MLSA and Order Form prevail.

License Model

Upon payment and countersignature, Apprecio grants a limited, non‑exclusive, non‑transferable, non‑sublicensable license to install and use the software on Customer‑controlled infrastructure (on‑premises or Customer VPC/cloud) for internal business purposes, subject to use limits in the Order. Source code may be provided under a commercial source code license with defined redistribution restrictions. All rights not expressly granted are reserved

Ownership and Restrictions

Apprecio and its licensors retain all right, title, and interest in the software, source code, and documentation. Customer will not: modify to create competing products; reverse engineer except as permitted by law; remove notices; circumvent technical controls; or provide access to third parties except as allowed in the MLSA. Backup copies are permitted for archival purposes.

Delivery, Acceptance, and Deployment

Delivery occurs via secure electronic transfer. Acceptance is on the earlier of production go‑live, written acceptance, or ten business days after delivery absent a material, blocking defect report. Apprecio will provide deployment guidance for on‑prem/VPC/cloud, SSO/LDAP, and HRMS/ERP integrations as scoped in the Order.

Support, Maintenance, and Updates

Perpetual licenses include the right to use the delivered version. Updates, patches, and new features are available via an optional maintenance and support plan with defined SLAs and response targets; otherwise, incident‑based support may be purchased.

Third‑Party Services and Vendor Rails

Gift card networks, payout rails, and other third‑party services are governed by their providers’ terms. Issued balances and third‑party fees are non‑refundable once provisioned or redeemed. Apprecio is not liable for third‑party services and does not control their performance.

Data, Security, and Compliance

Customer hosts and controls data residency, retention, and backups. Apprecio provides implementation artifacts for SSO/LDAP, RBAC, audit logs, and integrations. Customer is responsible for compliance with applicable laws and internal policies for its environment.

Fees, Taxes, and Payment

License and services fees are due as stated in the Order. Except as expressly set out in the Refunds clause of the MLSA, fees are non‑cancellable and non‑refundable after delivery. Prices exclude taxes, duties, and withholdings, which are Customer’s responsibility, subject to gross‑up where required. Late amounts may accrue interest per Order terms.

Warranties and Disclaimers

Apprecio warrants it has the right to license the software and that, during a 90‑day period from delivery, the software will materially conform to documentation when properly installed on supported environments; exclusive remedy is repair, replacement, or refund of the affected fees if unresolved. Except as stated, the software is provided “as is,” and all other warranties are disclaimed to the extent permitted by law.

Indemnity

Apprecio will defend third‑party IP infringement claims arising from unmodified software used as permitted and will provide the stated remedies (procure rights, modify, replace, or refund and terminate for the affected portion). Exclusions apply for combinations, modifications, unsupported environments, or use outside scope.

Limitation of Liability

Neither party is liable for indirect, incidental, special, punitive, or consequential damages. Each party’s aggregate liability is capped at the amounts paid for the software and services giving rise to the claim in the 12 months preceding the event, except for amounts due, IP infringement indemnity, or willful misconduct as specified in the MLSA.

Confidentiality

Each party will protect the other’s confidential information with at least reasonable care and use it only to perform under the Agreement; exclusions apply for information that is public, independently developed, or rightfully received without duty.

Term and Termination

These Terms remain in effect through the license term defined in the Order. Either party may terminate for material uncured breach. Upon termination, Customer must cease use and destroy or return Apprecio materials, except for perpetual licenses paid up which remain subject to restrictions and survival clauses.

Audit

With reasonable notice, Apprecio may audit (or request self‑certification) to verify use within licensed scope; audits will minimize disruption and protect confidentiality.

Publicity

Apprecio may reference Customer’s name and logo as a customer unless Customer opts out in writing

Governing Law and Venue

Governed by the laws of Karnataka, India; courts in Bengaluru have exclusive jurisdiction, excluding conflict‑of‑law rules. Each party waives class or representative actions to the extent permitted by law.

Changes to Terms

Apprecio may update these Terms; material changes apply to future Orders or upon renewal unless otherwise agreed in writing.

Contact & Questions: support@apprecio.in