This is the agreement (“Agreement” or “User Agreement“) between Systematix Infotech Private Limited (herein after referred to as our company) situated at Plot No.67 PU-4 Commercial, Behind C21 Mall, A.B. Road, Indore (MP) and user of the software application “Profitley” which is owned, hosted and managed by our company. This User Agreement explains the terms of use applicable on your use of our software application services. Please do not access or use our services, if you do not agree with the terms of service mentioned in this Agreement.

Systematix Infotech Private Limited (owner and lawful proprietor of this software application Profitley) is headquartered in Indore and has branch offices in India and overseas offices in different countries. Our company has been operating in the software services industry since 2005 and have developed the software application named Profitley. We are true, original and lawful owner of the source code , object code, domain name, trademarks and copyright of the said application. We reserve full and exclusive rights on all intellectual property material on\of the same including domain name, copyright and the Trademark “Profitley”. Any attempt to copy the same by the user or any other person will amount to penalty and punishments as prescribed under the provisions of the law.

It is fully binding on the user of the said application. Any and every user of our application should read and agree to all the conditions mentioned in this Agreement and Privacy Policy. Any use of the application constitutes the user’s acceptance to these conditions. Please do not use the application if you do not agree with any part of this User Agreement.

Systematix Infotech Private Limited is the true, original and rightful owner of the software application “Profitley” and reserves full and exclusive rights to amend, change, alter and modify any contents\design\information of the same without any intimation to the user.

1. Acceptance of Terms

It is hereby agreed by the user that he\she has read all the terms and conditions mentioned in the agreement and the same shall be binding on the user. The user hereby satisfies all the country and\or domestic laws and\or cyber laws of his residing country as well as our country i.e. India to access our application and our company is in no way responsible for any fictitious identity of the same. It is hereby submitted that our users, customers, suppliers are strictly prohibited from misusing our application and not to hack or damage the same. If found guilty, our company shall be entitled to claim damages and the users\ distributors\ customers shall be punished strictly as per Indian as well as domestic cyber laws without any notice or intimation to them.

2. Description\Scope of Services

This is the business-to-business software application to automate, analyse and accelerate sales and distribution processes of the businesses. It allows businesses to be always connected with the primary and secondary sales channel for insight on ordering, sales coverage, stock availability, servicing in the entire value chain. The channel becomes independent to do transactions on its own through digital medium without the business’s salesperson having to meet the wholesalers, dealer, retailers always in person for taking orders. A manufacturer or distributor gains better visibility into sales and distribution operations and can respond quickly to sudden market shifts. The transformation helps to satisfy their customers at every step in the customer experience lifecycle. We have taken the utmost care and precaution to provide the related services to the necessary users\customers and will continue to do so. In case of any untoward incident or lack or deficiency of the services of our application, our company or any of our directors, subsidiaries, affiliates, officers, and employees or associates shall not be held liable. Description of our entire gamut of services are mentioned in Schedule-I

3. Eligibility to Accept the User Agreement

The user must be more than 18 years of age to agree with these conditions. Please do not use our application if you do not qualify. The user hereby guarantees that he\she is above the age of 18 years, not criminal, has a sound mind and is not insolvent. If found guilty or if the user does not satisfy any of the mentioned conditions, then our company can at once terminate the user\distributor from accessing our application and can freeze his account. Systematix Infotech Private Limited reserves the right to refuse anyone access to the Service for ANY or NO reason.

4. Relationship

It is hereby agreed that the relationship between the Systematix Infotech Private Limited (our company) and the User\customer is on a principal-to-principal basis and no Agency or partnership is implied. The acts or omissions of the user\distributor or his employee / s in violation or breach of this agreement shall not be binding on Systematix Infotech Private Limited (our company).

5. Term

The tenure of this contract shall remain valid unless terminated in writing by our company (Systematix Infotech Private Limited).

6. Use, Activation and Access of Services

Systematix Infotech Private Limited allows customer\distributor\user the right to access and use the service through the application. This right is non-exclusive, non-transferable, non-sub-licensable and limited by these Terms.

Account activation takes place immediately after signing up for the service and paying the requisite fees\deposit. The customers\distributors\users can access the service with the login information entered by you at the time of signing up.

Additionally, you agree that you are solely responsible for all taxes, fees and other charges applicable for any subscriptions of our application.

The user \end customer\distributors agree not to impose any liability on, or seek any legal remedy from our software application, our company or any of our directors, subsidiaries, affiliates, officers, and employees or associates in this regard.

The Customer\Distributor\User shall not be entitled to cancel their subscription upon successful completion of the transaction through the platform or via cheque/DD or Netbanking. If, for any reason, the customer cancels the subscription after it has been confirmed, Company i.e Systematix Infotech Private Limited shall have a right to charge the Customer\User a cancellation fee. In case of cancellation for any such reasons wherein the fees have been paid by customer to the Company i.e Systematix Infotech Private Limited for such cancelled subscriptions, the Company shall refund the fees received by it to Customer\Distributor\User within 15 working days after deducting charges attributable to Company, as may be deemed appropriate by Company at its sole discretion.

However, in the unlikely event of any Activity being unavailable for the period of 4 to 6 days, Company shall contact the Customer| user on email address provided to Company at the time of subscription and inform the Service User of such unavailability. Systematix Infotech Private Limited also reserves the right to delete the contents of unused / dormant Accounts.

7. Availability of Services

Systematix Infotech Private Limited will work to make this service available continuously during your Subscription Period. We may perform maintenance and other system modifications, as deemed necessary, at times when they are least likely to interrupt the users. However, Systematix Infotech Private Limited will endeavour to inform you of such interruptions in a timely manner. Systematix Infotech Private Limited shall not be held responsible for any kind of loss / damage, financial or otherwise, in case of corrupted or lost data, service downtime, or service malfunction for reasons beyond its control. If the service is not available for the reasons attributable to Systematix Infotech Private Limited, we may extend your Service Period after investigating the probable causes.

8. Fees

Company plans to offer this software application services as per the Pricing Policy published. Companies may decide to offer free/complimentary trials for some initial period. After the free/ complimentary trial, the company will be charging the services on a monthly/quarterly/yearly basis as per the pricing policy. Systematix Infotech Private Limited reserves the right to change prices at any time. In case of cancellation of the subscription by the customer/user after availing short or no services, free/complimentary offer will automatically end and subscriber shall be entitled to pay fees as described by the company.

9. Intellectual Property Rights

Entire contents of this application including texts, software, scripts, graphs, photos, sound, music, trademark, service mark, copyright, codes, concepts are entirely owned by our company and our company is the true, original and lawful owners of the same. The users\customers agree not to use, copy, distribute or transfer, decompile, reverse engineer, plagiarize any of the data, process, steps from the application and if found guilty, the users, distributors, customers, vendors shall be liable for penalty and punishments.

10. Insurance and Taxes

The users\ customers agree that it is only your responsibility to obtain any insurance required and handle tax obligation related to your subscription. Under any circumstance, our company and\or application does not carry any insurance for the subscriptions you made with us.

11. Disclaimer

The end user\customer shall be held responsible for using, availing our services. However, reasonable care has been taken by our company but in case of any eventuality or untoward incident, our software application, company, directors, employees or any of our associates shall not be held liable. It shall be sole responsibility of the end user\customer for all of their use, interactions, links and communications with our application.

12. Indemnity

The application users\customers hereby agree to indemnify and hold our company (Systematix Infotech Private Limited) and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

13. Feedback

We appreciate comments and feedback for the application. You can submit Feedback at info@profitley.com. By submitting, you grant our company (Systematix Infotech Private Limited) a worldwide, perpetual, non-exclusive, royalty-free and fully sub-licensable license to reproduce, modify, adapt, publish, and otherwise use, with or without attribution such content on services of our software application “Profitley”.

14. Severability

If any provision of this agreement is invalid or unenforceable, the balance of this agreement shall remain in effect, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

15. Proper Law, Jurisdiction and Arbitration

Indian Laws shall govern this Agreement and in case of any disagreement arising out of these terms, the Parties shall first attempt for a resolution within 14 days in Indore (MP). If the Parties fail to resolve the issue, either of them may choose to continue the arbitration. These proceedings shall take place in Indore (MP) only and shall be governed by the Arbitration and Conciliation Act, 1996. The award passed by the Arbitrators shall be final and binding and the courts of Indore (MP) shall have exclusive jurisdiction.

16. Notices

Any notice, request or other communication required to be given under this Agreement shall be served personally or mailed to our Company by registered post or by courier at our mentioned address or at any other address that our company shall provide to the user in writing. Any notice served personally shall be considered given at the time of service. Any notice given by registered post shall be deemed to have been received within five days after the date of posting as shown on the post office receipt.