Terms & Conditions — Nexicat (Arkemius Solutions Pvt. Ltd.)

Effective date: April 30, 2025 Last updated: August 28, 2025

These Terms & Conditions (the “Terms”) form a legally binding agreement between Arkemius Solutions Pvt. Ltd. (“Arkemius”, “we”, “us”, “our”) and the entity or person that registers for or uses Nexicat (the “Customer”, “you”, “your”). Nexicat includes our websites, web and mobile applications, documentation, and related services (collectively, the “Services”). By creating an account, clicking “I agree”, or using the Services, you accept these Terms.

Regulatory note (India). These Terms are an electronic record under the Information Technology Act, 2000 and applicable rules. To the extent applicable, we process personal data in accordance with the Digital Personal Data Protection Act, 2023 (DPDP Act) and the SPDI Rules; see our Privacy Policy for details. The Services are business‑to‑business (B2B) software for gyms, studios, and similar organizations.

1. Definitions

2. Eligibility & Account Registration

2.1 B2B use only. You represent that you are acquiring the Services for business purposes and have authority to bind the Customer. 2.2 Accurate information. You must provide accurate registration information and keep it updated. 2.3 Account security. You are responsible for all activities under your Account and for maintaining the confidentiality of credentials. Notify us promptly of any unauthorized use or security incident via in‑product Help & Support → Security.

3. Subscription, Fees, Taxes & Billing

3.1 Plans & terms. Access is provided on a subscription basis as described in your Order. Unless otherwise stated, subscriptions renew automatically for the same term. 3.2 Fees. You agree to pay fees in the currency shown at checkout. Except as expressly stated in these Terms or in an Order, fees are non‑refundable. 3.3 Taxes. Fees are exclusive of applicable taxes (e.g., GST). You are responsible for such taxes, other than taxes based on our net income. 3.4 Invoicing & payment. We may charge your payment method or issue invoices per the billing cycle. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection costs. 3.5 Trial & free plans. Trials and free plans (if offered) are provided “as is” with limited features and without uptime commitments. Trials convert to paid plans unless cancelled before the trial ends. 3.6 Changes. We may change plan pricing or features upon renewal or by providing prior notice for monthly terms; continued use after the change takes effect constitutes acceptance.

4. License & Acceptable Use

4.1 License. Subject to these Terms, we grant you a non‑exclusive, non‑transferable, limited right to access and use the Services during your subscription term for your internal business purposes. 4.2 Restrictions. You will not (and will not permit anyone to): (a) reverse engineer, decompile, or attempt to derive source code; (b) copy, modify, or create derivative works of the Services; (c) resell, rent, or provide the Services to third parties (except to your members and staff as part of your operations); (d) use the Services to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Services; (f) access the Services to build a competing product. 4.3 Compliance. You will use the Services only in accordance with the Documentation and all applicable laws and regulations, including DPDP Act, anti‑spam/telecom rules, consumer protection, employment, and tax laws.

5. Customer Data & Privacy

5.1 Ownership. As between the parties, Customer owns Customer Data. 5.2 Our role. For Customer Data, we act as a data processor and process such data solely to provide the Services, per your instructions and our Privacy Policy. For our own marketing, account administration, and billing, we are a data fiduciary/controller. 5.3 Security. We implement reasonable security practices and procedures to protect personal data in our possession. No method of transmission or storage is completely secure; you acknowledge inherent risks. 5.4 Your responsibilities. You are responsible for obtaining all necessary notices and consents from your end‑users (e.g., members, staff), and for configuring the Services (roles, permissions, retention settings) in a manner compliant with law. 5.5 Backups & export. The Services include options to export reports/data. We recommend regular exports relevant to your compliance needs. 5.6 Data retention. We retain Customer Data per the subscription and delete or return it within a reasonable period after termination, subject to legal holds and archival requirements.

6. Messaging (WhatsApp/SMS/Email) & Communications

6.1 Consents & templates. You must ensure all required consents before sending messages to end‑users and use only approved templates where applicable. 6.2 Anti‑spam & telecom rules. You are responsible for compliance with telecom/anti‑spam regulations (e.g., TRAI/TCPA‑like obligations where relevant), DND preferences, opt‑out requirements, and platform rules (e.g., WhatsApp Commerce/Business policies). 6.3 Content. You are solely responsible for the content of messages you send via the Services. We may suspend messaging that violates law or platform rules. 6.4 Limits. Messaging throughput, daily quotas, or rate limits may apply. We may adjust limits to maintain system health.

7. Third‑Party Services & Integrations

7.1 Optional integrations. The Services may enable integrations (e.g., payment gateways, email/SMS/WhatsApp providers, Google Business Profile). Use of such integrations is subject to their terms and privacy practices. 7.2 No endorsement. We do not control third‑party services and are not responsible for their acts or omissions. 7.3 Credentials. If you provide API keys or tokens, you authorize us to use them to connect the Services as configured by you.

8. Service Availability, Support & Changes

8.1 Availability. We aim for high availability but do not guarantee uninterrupted service. Planned maintenance will be scheduled to minimize disruption where feasible. 8.2 Support. We provide product support via in‑product Help & Support and our knowledge base. 8.3 Changes. We may improve or modify features from time to time. If a change materially reduces core functionality, we will provide reasonable notice and options.

9. Confidentiality

9.1 Definition. “Confidential Information” means non‑public information disclosed by one party to the other that is designated confidential or should reasonably be considered confidential. 9.2 Protection. Each party will protect the other’s Confidential Information using at least the same care it uses to protect its own confidential information and not less than reasonable care. 9.3 Exclusions. Confidential Information does not include information that is public without breach, already known without obligation, independently developed, or rightfully received from a third party. 9.4 Required disclosure. A party may disclose Confidential Information if legally required, with notice to the extent permitted by law.

10. Intellectual Property; Feedback; Publicity

10.1 Ownership. We (and our licensors) own all rights, title, and interest in the Services and Service Data. No rights are granted except as expressly set out in these Terms. 10.2 Feedback. If you send ideas or suggestions, you grant us a perpetual, worldwide, royalty‑free right to use them without restriction. 10.3 Publicity. We may identify you as a customer (name and logo) in our marketing materials and on our website; you can opt out via Help & Support → Legal.

11. Warranties & Disclaimers

11.1 Mutual. Each party represents that it has the authority to enter into these Terms. 11.2 Service warranty. We warrant that the Services will perform materially in accordance with the Documentation. Your exclusive remedy is correction of the non‑conformity or, if we cannot substantially correct it within a reasonable time, a pro‑rata refund of prepaid fees for the affected period. 11.3 General disclaimers. Except as expressly stated, the Services and Documentation are provided “as is”. We disclaim all implied warranties (merchantability, fitness for a particular purpose, non‑infringement, quiet enjoyment). The Services are administrative software; they do not provide medical, legal, or financial advice.

12. Indemnity

12.1 By Customer. You will defend and indemnify us from claims arising out of (a) Customer Data; (b) your use of the Services in violation of law or these Terms; or (c) messages or communications you send via the Services. 12.2 By Arkemius. We will defend and indemnify you from claims that the Services infringe a third party’s intellectual property right, and pay damages finally awarded, provided you promptly notify us and cooperate. We may modify the Services to avoid infringement or terminate affected features with a pro‑rata refund. This Section does not apply to claims arising from your misuse, modifications, or third‑party components.

13. Limitation of Liability

13.1 Indirect damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenues, goodwill, or data. 13.2 Cap. Our aggregate liability for all claims is limited to the total fees you paid for the Services in the 12 months preceding the event giving rise to liability. 13.3 Exclusions. The limitations do not apply to your payment obligations, breach of Section 9 (Confidentiality), or your indemnity obligations in Section 12.1.

14. Term, Suspension & Termination

14.1 Term. These Terms remain in effect while you have an active subscription. 14.2 Suspension. We may suspend access immediately if (a) you are in material breach (including non‑payment); (b) there is a security risk to the Services; or (c) your use violates law or third‑party rights. We will restore access when the issue is resolved. 14.3 Termination. Either party may terminate for material breach not cured within 15 days of notice. You may terminate at any time via in‑product cancellation; termination does not relieve you of fees due for the then‑current term. 14.4 Effect. Upon termination or expiration, access ceases. We will retain Customer Data for a limited period for export upon request and then delete or de‑identify it, subject to legal holds. 14.5 Refunds. Unless required by law or expressly stated in an Order or our Refund Policy, fees are non‑refundable.

15. Compliance & Export

15.1 Laws. You will comply with applicable laws, including data protection, employment, tax, and telecom/anti‑spam regulations. 15.2 Sanctions/export. You will not use the Services in violation of applicable export control or sanctions laws.

16. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., acts of God, internet/hosting failures, government actions, labor disputes). Payment obligations are excluded from force majeure.

17. Changes to the Terms

We may update these Terms from time to time. The updated version will be indicated by the “Last updated” date. Material changes will be notified via email or in‑product notice. Continued use after the effective date constitutes acceptance.

18. Notices

Notices to us must be submitted via Help & Support → Legal within the product. We may provide notices to you via in‑product messages, email to the Account owner/admin, or by posting on our websites.

19. Governing Law & Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict of laws principles. Courts at Bengaluru, Karnataka shall have exclusive jurisdiction, subject to any mandatory arbitration clause in an Order (if applicable).

20. Miscellaneous

20.1 Entire agreement. These Terms, your Order(s), and the Privacy Policy constitute the entire agreement and supersede prior understandings. 20.2 Severability. If any provision is unenforceable, the remainder remains in effect. 20.3 No waiver. A waiver must be in writing and is not a continuing waiver. 20.4 Assignment. You may not assign these Terms without our prior written consent; we may assign in connection with a merger, acquisition, or sale of assets. 20.5 Relationship. The parties are independent contractors; no partnership, agency, or employment relationship is created. 20.6 Headings. Headings are for convenience only. 20.7 Survival. Sections 3 (to the extent of unpaid fees), 4.2, 5, 6, 7, 8.3, 9, 10, 11, 12, 13, 14.4–14.5, 15, 16, 19, and 20 survive termination.

21. Refund & Cancellation (Summary)

A separate Refund & Cancellation Policy may apply and is incorporated by reference if linked on our site. If none is published, fees are non‑refundable except where required by applicable law. For cancellations, use in‑product billing settings.

22. Contact

For questions about these Terms, use Help & Support → Legal inside the product. If you cannot access the product, use the general contact form on our website and mention “Legal – Terms & Conditions” in your message.