Terms & Conditions

In these Terms and Conditions (“Terms”), the following definitions apply:

• “Arboreal Labs” means Arboreal Labs, the developer and maintainer of the System.
• “Client” means the business entity that has contracted with Arboreal Labs for access to the System.
• “System” means FlowForge OS, the inventory and manufacturing operations management platform developed by Arboreal Labs and made available to the Client and its authorised users.
• “User” means any individual who has been granted access to the System by the Client or Arboreal Labs, whether as an employee, contractor, or other authorised person.
• “Agreement” means the commercial agreement entered into between Arboreal Labs and the Client for the provision of the System, together with these Terms.

By accessing or using the System, each User confirms that they have read, understood, and agree to be bound by these Terms, together with the Privacy Policy, which is incorporated into these Terms by reference. If a User does not agree to these Terms, they must not access or use the System.

These Terms are in addition to, and do not replace, any employment contract, confidentiality agreement, or other arrangement that a User may have with the Client. In the event of any conflict between these Terms and the Agreement, the Agreement shall prevail.

Subject to the terms of the Agreement and these Terms, Arboreal Labs grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the System during the term of the Agreement solely for the Client’s internal business operations.

This licence does not permit the Client or any User to:

• Sub-licence, resell, or otherwise make the System available to any third party without Arboreal Labs’ prior written consent.
• Copy, modify, adapt, translate, reverse-engineer, decompile, or disassemble any part of the System.
• Remove or alter any proprietary notices, branding, or labels on or in the System.
• Use the System to build or develop a competing product or service.

Access to the System is restricted to Users who have been granted accounts by the Client or Arboreal Labs. Each User is assigned a specific role that determines their level of access within the System.

Users must:

• Keep their login credentials strictly confidential and not share them with any other person.
• Notify the Client’s system administrator immediately if they suspect unauthorised access to their account or any other security breach.
• Not attempt to access any part of the System beyond their assigned permissions.
• Log out of the System when their session is complete, particularly when using shared or public devices.

The Client is responsible for managing User accounts, including promptly deactivating accounts of Users who leave the Client’s employment or engagement.

The System is provided for authorised internal business purposes only. Users must not use the System:

• For any purpose that is unlawful, fraudulent, or in breach of applicable law or regulation.
• To input, upload, or transmit any data that is false, misleading, defamatory, obscene, or that infringes the intellectual property rights of any third party.
• To attempt to gain unauthorised access to any other system, network, or database.
• To introduce any virus, malware, ransomware, or other harmful code into the System.
• To carry out any action that could damage, overload, or impair the integrity or performance of the System or its underlying infrastructure.
• To use the System for personal gain, or for any purpose unrelated to the Client’s legitimate business operations.

Arboreal Labs and the Client reserve the right to investigate any suspected breach of these acceptable use provisions. Arboreal Labs may suspend or terminate access to the System if it reasonably believes that a User has breached this section, pending the outcome of any investigation.

All intellectual property rights in and to the System, including but not limited to its software, source code, architecture, design, user interface, documentation, and any updates, enhancements, or modifications thereto, are and shall remain the exclusive property of Arboreal Labs.

Nothing in these Terms or the Agreement transfers any intellectual property rights to the Client or any User. The Client and Users are granted a licence only as described in Section 3 above.

All data entered into the System by the Client and its Users remains the property of the Client. Arboreal Labs does not claim any ownership over such data and shall handle it in accordance with the Privacy Policy.

Arboreal Labs will use reasonable endeavours to ensure the System is available during normal business hours, subject to planned maintenance windows and circumstances beyond its reasonable control. Arboreal Labs does not guarantee uninterrupted or error-free access to the System.

Arboreal Labs reserves the right to modify, update, or discontinue any feature or component of the System at any time, provided that any material changes affecting the Client’s use of the System will be notified in advance where reasonably practicable.

Scheduled maintenance will be communicated to the Client with reasonable advance notice wherever possible.

The System is provided “as is” and “as available”, to the extent permitted by applicable law. Arboreal Labs makes no representations or warranties of any kind, express or implied, regarding the System, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement.
• That the System will be free of errors, bugs, or security vulnerabilities.
• That any particular result or outcome will be achieved through use of the System.
• The accuracy, completeness, or reliability of any data generated or displayed by the System (which is dependent on data entered by the Client and its Users).

Nothing in these Terms excludes or limits any implied warranty or condition that cannot be lawfully excluded or limited under applicable Indian law, including under the Consumer Protection Act, 2019.

To the maximum extent permitted by applicable law, Arboreal Labs shall not be liable to the Client or any User for any:

• Loss of profits, revenue, business, contracts, or anticipated savings.
• Loss or corruption of data or information.
• Business interruption or loss of opportunity.
• Indirect, incidental, special, consequential, or punitive damages, however arising, even if Arboreal Labs has been advised of the possibility of such losses.

Subject to the above, Arboreal Labs’ total aggregate liability to the Client under or in connection with these Terms and the Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to Arboreal Labs in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits Arboreal Labs’ liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully excluded or limited under applicable Indian law.

The Client agrees to indemnify, defend, and hold harmless Arboreal Labs, its directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• The Client’s or any User’s breach of these Terms.
• The Client’s or any User’s use of the System in a manner not authorised by Arboreal Labs.
• Any data entered into the System by the Client or its Users that infringes the rights of any third party or violates applicable law.

Each party agrees to keep confidential any non-public information of the other party that is disclosed in connection with the System and the Agreement, and to use such information only for the purposes of these Terms. This obligation of confidentiality shall survive the termination of these Terms and the Agreement for a period of three (3) years.

Users must treat all business data, operational data, and system configurations they access through the System as strictly confidential and must not disclose such information to any third party without prior written authorisation from the Client.

Access to the System may be terminated:

• By the Client, immediately, by deactivating a User’s account through the System’s administration interface.
• By Arboreal Labs, on written notice to the Client, if the Client materially breaches the Agreement or these Terms and fails to remedy such breach within fourteen (14) days of written notice.
• By Arboreal Labs, immediately and without notice, in cases of serious breach of the Acceptable Use provisions in Section 5.
• Upon expiry or termination of the Agreement between Arboreal Labs and the Client.

Upon termination, Users must immediately cease all use of the System. Provisions of these Terms that by their nature should survive termination shall do so, including Sections 6, 9, 10, 11, and 13.

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, shall first be subject to good faith negotiations between the parties for a period of thirty (30) days from the date on which the dispute is notified in writing.

If the dispute is not resolved through negotiation, it shall be subject to the exclusive jurisdiction of the competent courts in India.

Arboreal Labs may update these Terms from time to time. Material changes will be communicated to the Client in writing with reasonable advance notice. Continued use of the System by the Client or any User following the effective date of any changes shall constitute acceptance of the revised Terms.

It is the Client’s responsibility to ensure that Users are made aware of any updates to these Terms.

These Terms, together with the Agreement and the Privacy Policy, constitute the entire agreement between Arboreal Labs and the Client with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

For any questions regarding these Terms, please contact: