End User Licence Agreement

1. Definitions

Confidential Information: Non-public information disclosed by either party in connection with this Agreement.

Data Controller / Data Fiduciary: The Licensee, who determines the purposes and means of processing Personal Data.

Data Processor: Proeffico, which processes Personal Data on behalf of the Licensee.

Documentation: Technical manuals, user guides, API references, and release notes provided by Proeffico.

Intellectual Property Rights: All patents, copyrights, trade marks, trade secrets, database rights, and other proprietary rights.

Licensed Software: The object-code version of the Software, including updates provided under this Agreement.

Personal Data: Any information relating to an identified or identifiable natural person as defined under applicable law.

Subscription Term: The period for which the Licensee has purchased a licence, as specified in the Order Form.

Support Services: Technical assistance provided by Proeffico in accordance with its published Support Policy.

Biometric Data: Physiological or behavioural characteristics that can uniquely identify an individual, including facial geometry, facial embeddings, and number plate images associated with a registered vehicle owner, where such linkage enables individual identification.

Consent Record: Documented evidence (physical or electronic) of an individual Data Principal's informed, specific, and voluntary consent to collection and processing of their Biometric Data.

Licensee Data: All video feeds, images, alerts, event logs, and associated metadata generated or uploaded by the Licensee through the platform, including Biometric Data processed on the Licensee's behalf.

2. Grant of Licence

Subject to the terms of this Agreement and timely payment of all fees, Proeffico grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Licensed Software solely for the Licensee's internal business operations during the Subscription Term.

2.1 Permitted Deployment Mode(s)

• Cloud (SaaS) — hosted on Proeffico cloud infrastructure (Akamai/Linode), accessed via web browser or REST API
• On-Premises — deployed on Licensee-owned or Licensee-managed hardware
• Hybrid — edge AI processing on-site with cloud-based dashboard and analytics

The deployment mode applicable to the Licensee is specified in the Order Form. Use in any other deployment mode requires a separate written addendum.

2.2 Authorised Users

The licence extends only to the number of Authorised Users specified in the Order Form. The Licensee is responsible for ensuring that no more than the permitted number of users access the Software concurrently and that all Authorised Users comply with this Agreement.

2.3 Affiliates

Licensee's Affiliates may use the Software only if expressly included in the Order Form. Each Affiliate's use is subject to the terms of this Agreement and the Licensee remains liable for its Affiliates' compliance.

3. Licence Restrictions

The Licensee shall not, and shall ensure its Authorised Users do not:

• Copy, reproduce, or distribute the Licensed Software except as expressly permitted herein;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Licensed Software;
• Modify, adapt, translate, or create derivative works based on the Licensed Software;
• Sublicence, sell, resell, transfer, assign, or otherwise dispose of the licence or any rights therein;
• Use the Licensed Software to build a competing or substantially similar product or service;
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Licensed Software;
• Use the Licensed Software in any manner that violates applicable laws, regulations, or third-party rights;
• Permit access to the Licensed Software by any person other than Authorised Users;
• Use the Licensed Software to process data for any third party other than in connection with the Licensee's own internal business operations, without prior written consent.

4. Intellectual Property

All Intellectual Property Rights in and to the Licensed Software, Documentation, AI models, algorithms, training data, and related materials vest exclusively in Proeffico Solutions Pvt Ltd or its licensors. This Agreement does not convey any ownership interest to the Licensee.

The Licensee retains all rights in Licensee Data. Proeffico acquires no right, title, or interest in Licensee Data except the limited rights necessary to provide the Services. Proeffico may use aggregated, anonymised, non-identifiable statistical data derived from Licensee's use to improve the Software, provided such data cannot reasonably be used to identify the Licensee or any individual.

5. Data Processing & Privacy

To the extent the Licensed Software processes Personal Data on behalf of the Licensee, the parties agree that the Licensee acts as the Data Fiduciary / Data Controller and Proeffico acts as the Data Processor / Data Fiduciary's Consent Manager, as applicable under the Digital Personal Data Protection Act, 2023 (India) and any other applicable data protection laws.

The Data Processing Agreement set out in Schedule C forms part of this Agreement and governs how Proeffico processes Personal Data. In the event of conflict, Schedule C prevails over this clause with respect to data processing obligations.

The Licensee represents and warrants that it has obtained all necessary consents and authorisations required to collect, process, and transfer any Personal Data that passes through the Licensed Software, and that such processing is lawful under applicable law.

The Licensee acknowledges that Face Recognition and Sentiment Analysis modules process Biometric Data. The Licensee is the Data Fiduciary in respect of all Biometric Data collected through the platform and is solely responsible for ensuring lawful processing, consent management, and compliance with the IT (SPDI) Rules 2011 and the DPDP Act 2023. Proeffico processes Biometric Data solely on the documented instructions of the Licensee and only to the extent necessary to provide the Licensed Software. Biometric Data is subject to the additional safeguards set out in Schedule B.

Proeffico will maintain appropriate technical and organisational measures to protect Personal Data against unauthorised access, disclosure, alteration, or destruction, consistent with its ISO 27001 certification and applicable security standards.

6. Confidentiality

Each party ("Receiving Party") agrees to keep confidential all Confidential Information received from the other party ("Disclosing Party") and to use such information only for purposes of performing its obligations or exercising its rights under this Agreement.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care, and shall limit disclosure to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less stringent than those contained herein.

These obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.

Obligations under this clause survive termination of this Agreement for a period of five (5) years.

7. Fees & Payment

The Licensee shall pay all fees specified in the Order Form in Indian Rupees (INR) or such other currency as agreed, exclusive of taxes. All amounts are non-refundable except as expressly stated herein or required by law.

Invoices are due within thirty (30) days of the invoice date unless otherwise stated in the Order Form. Overdue amounts accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until payment in full.

Proeffico reserves the right to suspend access to the Licensed Software upon ten (10) days' written notice if any undisputed invoice remains unpaid for thirty (30) days beyond its due date, without prejudice to any other rights or remedies. GST and all applicable taxes are payable in addition to the fees shown in the Order Form and are the sole responsibility of the Licensee.

Proeffico may revise fees with sixty (60) days' written notice, effective at the start of the next Subscription Term renewal. Fee revisions do not apply to prepaid multi-year contracts.

8. Term & Termination

This Agreement commences on the Effective Date specified in the Order Form and continues for the initial Subscription Term. It automatically renews for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before expiry of the then-current term.

8.1 Termination for Cause

Either party may terminate this Agreement immediately by written notice if: (a) the other party commits a material breach that is not remedied within thirty (30) days of written notice; (b) the other party becomes insolvent, enters administration, or ceases to carry on business; or (c) the other party engages in wilful misconduct or fraud.

8.2 Effect of Termination

Upon termination or expiry: (a) all licences granted hereunder cease immediately; (b) the Licensee shall destroy or return all copies of the Licensed Software and Documentation in its possession; (c) each party shall return or destroy the other's Confidential Information; and (d) clauses 4, 6, 9, 10, 11, 12, and 13 survive indefinitely.

8.3 Data Retrieval

For a period of thirty (30) days following termination, Proeffico will, upon written request, make Licensee Data available for export in a standard machine-readable format. Thereafter, Proeffico may delete all Licensee Data from its systems, subject to legal retention obligations.

9. Warranties & Disclaimers

Proeffico warrants that: (a) it has the right to grant the licences herein; (b) the Licensed Software will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will provide Support Services with reasonable care and skill.

Proeffico does not warrant that the Licensed Software will be error-free, uninterrupted, or free from vulnerabilities, or that it will meet all of the Licensee's requirements. AI-generated outputs (including analytics, predictions, and alerts) are probabilistic in nature and are provided for informational purposes only — they do not constitute legal, professional, or regulatory advice, and should not be relied upon as the sole basis for operational or safety-critical decisions.

EXCEPT AS EXPRESSLY SET OUT IN THIS CLAUSE, THE LICENSED SOFTWARE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND PROEFFICO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business, or goodwill, whether arising in contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such damages.

Each party's total aggregate liability to the other arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by the Licensee under the applicable Order Form in the twelve (12) months immediately preceding the event giving rise to the claim.

The following are excluded from the limitation: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or wilful misconduct; (c) liability that cannot be excluded or limited under applicable law; (d) Licensee's payment obligations.

11. Indemnification

Proeffico shall defend, indemnify, and hold harmless the Licensee from and against any third-party claims that the Licensed Software, as delivered, infringes any patent, copyright, or trade mark enforceable in India, provided that: (a) the Licensee promptly notifies Proeffico in writing of such claim; (b) Proeffico has sole control of the defence and settlement; and (c) the Licensee provides reasonable cooperation.

This indemnity does not apply to claims arising from: modification of the Software by the Licensee; combination with third-party software not approved by Proeffico; use contrary to Documentation; or continued use after Proeffico provides a non-infringing alternative.

The Licensee shall indemnify, defend, and hold harmless Proeffico from and against any third-party claims arising from: (a) the Licensee's use of the Licensed Software in breach of this Agreement; (b) the Licensee's Licensee Data infringing the rights of any third party; or (c) the Licensee's failure to comply with applicable laws, including data protection laws.

12. Governing Law & Dispute Resolution

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of India.

The parties shall first attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice. If unresolved, either party may submit the dispute to the exclusive jurisdiction of the courts of Noida, Uttar Pradesh, India (or, at Proeffico's election, any court in India of competent jurisdiction).

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of its Intellectual Property Rights.

13. General Provisions

13.1 Entire Agreement

This Agreement (including all Schedules and any Order Form) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings.

13.2 Amendments

Proeffico may update this EULA from time to time. Updates will be posted at the relevant product URL and, for material changes, notified by email to the Licensee's registered contact. Continued use after the effective date of the update constitutes acceptance. Licensees under a fixed-term Order Form may continue under the prior version until the current term expires.

13.3 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable; all other provisions remain in full force and effect.

13.4 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

13.5 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, or failure of telecommunications infrastructure, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.

13.6 Assignment

The Licensee may not assign or transfer this Agreement or any rights hereunder without Proeffico's prior written consent. Proeffico may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations herein.

13.7 Notices

Notices under this Agreement shall be in writing and sent to the addresses specified in Schedule D. Notices are deemed delivered: (a) when hand-delivered; (b) one business day after dispatch by courier; or (c) at the time of confirmed email delivery to the designated contact.

13.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

Schedules

Schedule A — Product Description

A.1 Product Name

VIZO361° AI Video Analytics Platform — a camera-agnostic artificial intelligence video analytics solution that processes live or recorded CCTV feeds to generate real-time operational intelligence, security alerts, and compliance analytics.

A.2 Available Modules

• Face Recognition (FR) — attendance automation, VIP/visitor identification, access control
• Footfall Analytics — people counting, zone dwell-time, peak-hour reporting
• Automatic Number Plate Recognition (ANPR) — vehicle entry/exit logging, parking management
• Phone-in-Hand (PIH) Detection — workplace policy compliance monitoring
• Fire & Smoke Detection — early-warning AI fire detection independent of hardware sensors
• Cash / Asset Handling Anomaly — cash desk monitoring, shrinkage prevention
• Guard Sleeping / Inactivity Detection — security personnel compliance
• Video Management System (VMS) — centralised camera management, live view, playback, health monitoring
• Behavioural Analysis — crowd density, loitering, aggression detection
• Sentiment Analysis — customer satisfaction inference from facial micro-expressions

The specific modules licensed to the Licensee are listed in the Order Form. Modules not listed are excluded from the licence and require a separate Order Form to activate.

A.3 Deployment Modes

• Cloud (SaaS) — hosted on Proeffico's cloud infrastructure (Akamai / Linode), accessible via browser or API
• On-Premises — deployed on Licensee-owned or -managed hardware within Licensee's data centre
• Hybrid — edge inference on-site with cloud-based dashboard and analytics

A.4 System Requirements

Minimum supported browsers: Chrome 120+, Firefox 120+, Edge 120+. Camera compatibility: RTSP-capable IP cameras (ONVIF Profile S preferred). GPU-based edge hardware recommended for On-Premises deployments processing more than 8 concurrent streams. Full requirements in the Technical Documentation provided on onboarding.

Schedule B — Product Annex (VIZO361°-Specific Terms)

B.1 Biometric Module Activation Gate

The Face Recognition module is disabled by default. Proeffico will activate it only upon receipt of the Licensee's written confirmation that: (a) written notice has been displayed in all monitored areas informing individuals that their biometric data is being collected and for what purpose; (b) consent mechanisms compliant with applicable law are in place; (c) a Privacy Impact Assessment (PIA) has been conducted or is underway; and (d) a designated Grievance Officer has been appointed by the Licensee. This written confirmation forms part of the Order Form.

B.2 ANPR Data Retention Cap

Number plate images and associated vehicle data collected via the ANPR module shall not be retained for more than ninety (90) days from the date of capture, unless a longer period is required by applicable law or law enforcement authority, in which case the Licensee must document the legal basis for extended retention.

B.3 Template Storage

Facial feature templates (embeddings) generated by the Face Recognition module are stored in encrypted form. Proeffico uses one-way irreversible transformation of facial data into numerical embeddings; raw facial images are not retained beyond the processing window (default: 48 hours for cloud mode). On-Premises customers are responsible for their own template storage security.

B.4 Cross-Border Transfer Prohibition

Biometric Data and associated templates shall not be transferred to any server, sub-processor, or affiliate located outside India without the prior written consent of the Licensee and compliance with applicable cross-border data transfer mechanisms under the DPDP Act, 2023 and IT Act, 2000.

B.5 Video Feed Ownership

Video feeds, recordings, and raw imagery processed through VIZO361° remain the exclusive property of the Licensee. Proeffico does not claim any ownership over such footage and will not use it for any purpose other than service delivery and product improvement (in anonymised/aggregated form only).

B.6 AI Output Reliance Limitation

VIZO361° AI alerts (fire detection, intruder alerts, FR matches, etc.) are probabilistic outputs based on statistical models. They must not be treated as conclusive evidence for criminal prosecution, termination of employment, denial of access, or other consequential decisions without independent human verification and, where applicable, legal advice.

Schedule C — Data Processing Agreement (DPA)

C.1 Scope & Role

This DPA applies to the extent that Proeffico processes Personal Data on behalf of the Licensee in connection with the provision of VIZO361°. Proeffico acts as the Data Processor / Data Fiduciary's service provider; the Licensee acts as the Data Fiduciary / Data Controller.

C.2 Processing Instructions

Proeffico shall process Personal Data only: (a) on the documented instructions of the Licensee; (b) as required by applicable law; or (c) as otherwise agreed in writing. If Proeffico reasonably believes an instruction infringes applicable data protection law, it shall promptly notify the Licensee.

C.3 Sub-Processors

Proeffico may engage sub-processors to deliver the services. Current sub-processors include cloud infrastructure providers (Akamai / Linode), authentication service providers, and email delivery services. Proeffico will maintain an up-to-date sub-processor list at its Trust Centre and will notify the Licensee of new sub-processors at least fourteen (14) days before engagement. The Licensee may object to a new sub-processor on reasonable grounds within seven (7) days of notice.

C.4 Security Measures

Proeffico implements technical and organisational measures consistent with its ISO 27001 certification, including: AES-256 encryption at rest; TLS 1.2+ in transit; role-based access controls; audit logging; vulnerability assessment and penetration testing (VAPT) at least annually; and incident response procedures aligned with applicable breach notification timelines.

C.5 Data Subject Rights

Proeffico shall assist the Licensee in fulfilling Data Principal / Data Subject rights requests (access, correction, erasure, portability, grievance) as required by applicable law, within the technical capabilities of the platform. The Licensee is responsible for receiving and triaging such requests and for communicating responses to Data Subjects within statutory timelines.

C.6 Breach Notification

In the event of a confirmed Personal Data breach affecting Licensee Data, Proeffico shall notify the Licensee without undue delay and, in any event, within seventy-two (72) hours of becoming aware of the breach. Such notification shall include: nature of the breach, categories and approximate number of individuals affected, likely consequences, and measures taken or proposed.

C.7 Deletion / Return on Termination

Upon termination of this Agreement, Proeffico shall, at the Licensee's election, delete or return all Personal Data unless applicable law requires retention. Deletion will be completed within sixty (60) days of the later of: termination date or the Licensee's written request.

C.8 Audit Rights

The Licensee may, upon thirty (30) days' written notice and no more than once per calendar year, audit Proeffico's compliance with this DPA (at the Licensee's cost) or request a copy of Proeffico's most recent ISO 27001 certificate and VAPT summary report in lieu of an audit.

C.9 Applicable Law

This DPA is governed by the Digital Personal Data Protection Act, 2023 (India), the IT (Amendment) Act, 2008, and the IT (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011. Where the Licensee operates in the EU/EEA or UK, the parties agree to execute Standard Contractual Clauses (SCCs) as may be required.

C.10 Grievance Mechanism

Proeffico's Data Protection Officer / Grievance Officer contact details are set out in Schedule D. Complaints or concerns regarding data processing may be submitted to contact@proeffico.ai and will receive a written response within thirty (30) days.

Schedule D — Contacts & Grievance Officer