Terms of Service

1.1These Terms of Service govern the use of the FactoryNerve SaaS platform, including all associated web applications, mobile applications, APIs, and related services (collectively, the “Service” or “Platform”).

1.2 The Service is a B2B operational data management platform designed for manufacturing facilities. Features include attendance tracking, production reporting, inventory management, OCR document processing, invoicing, employee records, and related operational tools.

1.3These Terms apply to all users of the Platform, including account administrators, supervisors, operators, and any individual accessing the Service under a Customer account (“Authorized Users”).

1.4 FactoryNerve reserves the right to update or modify these Terms at any time in accordance with Section 13. Continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.

2.1 Account Registration. To access the Platform, the Customer must register for an account by providing accurate, current, and complete information as prompted by the registration form. Each account must be registered using a valid work email address.

2.2 Admin Account Obligations.The Customer designates one or more account administrators (“Admins”) who are responsible for:

• Managing Authorized Users and their access permissions
• Ensuring that all users comply with these Terms
• Maintaining accurate billing and contact information
• Configuring factory, shift, and employee data within the Platform
• Responding to FactoryNerve notices regarding account or security matters

2.3 Accuracy of Information. The Customer warrants that all information provided during registration and throughout the use of the Service is accurate, complete, and up to date. The Customer must promptly update any changes through the account settings or by contacting support.

2.4 Account Security.The Customer is responsible for maintaining the confidentiality of all login credentials, including passwords and API keys. The Customer must notify FactoryNerve immediately of any unauthorized use of the account or any security breach. FactoryNerve is not liable for any loss or damage arising from unauthorized use of the Customer’s account.

2.5 User Eligibility. The Service may only be used by individuals who are authorized employees, contractors, or agents of the Customer. Users must be at least 18 years of age. The Customer is fully responsible for the actions of all Authorized Users under its account.

3.1 Plan Types.FactoryNerve offers subscription plans that vary by included features, number of Authorized Users, number of facilities, and usage limits (including OCR credits, AI operations, and WhatsApp messages). Plan details are described on the pricing page at the time of subscription and in the Customer’s order form.

3.2 Subscription Periods. Subscriptions are billed on a monthly or annual basis as selected during registration. The subscription period begins on the activation date and renews automatically unless canceled in accordance with Section 12.

3.3 User and Facility Limits. Each plan includes a specified maximum number of Authorized Users and registered facilities. Exceeding these limits may result in additional charges or enforced restrictions. The Customer may upgrade their plan at any time to increase limits.

3.4 Feature Availability. Features are subject to the plan selected. FactoryNerve reserves the right to modify, add, or remove features across plans with reasonable notice. Critical feature changes will be communicated at least 30 days in advance.

3.5 Trial Periods. If the Customer registers for a free trial, FactoryNerve will make the applicable Service available on a trial basis until the earlier of (a) the end of the trial period, or (b) the start date of any purchased subscription. Trial use is subject to all terms of this agreement, except that no payment obligation accrues during the trial. At the end of the trial, access will be suspended unless a paid subscription is activated.

4.1 Billing Cycles. FactoryNerve invoices in advance for monthly subscriptions and in full for annual subscriptions. Invoices are generated on the subscription start date and on each renewal date thereafter.

4.2 Payment Methods.Payments are processed through FactoryNerve’s third-party payment processors (including Stripe and Razorpay). Acceptable payment methods include major credit cards, debit cards, UPI, and net banking, as available in the Customer’s region. The Customer authorizes FactoryNerve to charge the chosen payment method on each billing date.

4.3 Late Payment. If payment is not received within 15 days of the invoice date, FactoryNerve may: (a) suspend access to the Platform until the outstanding amount is paid in full, (b) charge a late fee of 1.5% per month (or the maximum permitted by law) on all overdue balances, and (c) pursue collection of the debt through legal means, with the Customer responsible for all collection costs.

4.4 Price Changes. FactoryNerve may adjust subscription prices at any time. Price increases will take effect at the next renewal period and will be communicated at least 30 days in advance. If the Customer does not agree to the price change, they may cancel the subscription before the renewal date without penalty.

4.5 Taxes.All fees are exclusive of applicable taxes, duties, or government levies. The Customer is responsible for paying all taxes associated with their use of the Service, excluding taxes based on FactoryNerve’s income.

4.6 No Refunds. Subscription fees are non-refundable except as expressly stated in these Terms or as required by applicable law. Partial-month subscriptions are not prorated upon cancellation.

5.1 Customer Data Ownership.The Customer retains all right, title, and interest in and to all data, information, and materials uploaded, submitted, or generated through the Platform (“Customer Data”). This includes production reports, attendance records, inventory data, OCR-scanned documents, invoices, employee records, and any other data the Customer enters into the Service.

5.2 Limited License to Process. The Customer grants FactoryNerve a limited, non-exclusive, non-transferable license to access, process, store, and display Customer Data solely as necessary to: (a) provide, maintain, and improve the Service, (b) generate reports and analytics for the Customer, and (c) comply with legal obligations. This license does not grant FactoryNerve any ownership rights in Customer Data.

5.3 Aggregated Anonymized Data. FactoryNerve may use anonymized, aggregated data derived from Customer Data for analytics, benchmarking, and product improvement purposes, provided that such data cannot identify the Customer or any individual. No Customer Data in identifiable form will be used for these purposes.

5.4 Data Export.The Customer may export their data at any time through the Platform’s export features. FactoryNerve will provide Customer Data in a commonly used, machine-readable format upon request within 30 days of termination, subject to Section 12.7.

5.5 Data Portability.FactoryNerve shall not create a barrier to the Customer’s ability to retrieve their data. Upon termination, FactoryNerve will make Customer Data available for download for a period of 60 days in accordance with Section 12.7.

6.1 Permitted Uses.The Platform may only be used for lawful, legitimate business purposes related to the Customer’s manufacturing operations. The Customer agrees to use the Service in compliance with all applicable local, national, and international laws and regulations.

6.2 Prohibited Activities. The Customer must not, and must not permit any Authorized User to:

• Use the Platform for any unlawful purpose or in violation of any applicable law
• Access or attempt to access another customer’s account or data
• Upload, store, or transmit viruses, malware, or any malicious code
• Interfere with or disrupt the integrity or performance of the Platform
• Reverse-engineer, decompile, or disassemble any part of the Platform
• Scrape, crawl, or harvest data from the Platform without prior written consent
• Use the Platform to send unsolicited communications (spam)
• Circumvent any access controls, rate limits, or security measures
• Use the Platform in a way that could damage FactoryNerve’s reputation or goodwill
• Resell, sublicense, or redistribute the Service to any third party without authorization

6.3 Monitoring and Enforcement. FactoryNerve reserves the right to monitor use of the Platform for compliance with these Terms. We may investigate suspected violations and take appropriate action, including suspension or termination of access, as described in Section 12.

6.4 Content Standards. The Customer must not upload or transmit any material that is defamatory, obscene, infringing, or otherwise objectionable. FactoryNerve reserves the right to remove any content that violates these standards without prior notice.

7.1 Service Provided “As-Is.”THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION. FactoryNerve DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 Scheduled Maintenance.FactoryNerve may perform scheduled maintenance during designated maintenance windows. We will use reasonable efforts to schedule maintenance during low-usage periods and to provide at least 24 hours’ notice through the Platform or email. Emergency maintenance may be performed without prior notice.

7.3 No Guarantee of Uninterrupted Service. While FactoryNerve strives for 99.9% uptime, we do not guarantee that the Service will be uninterrupted, error-free, secure, or free from defects. The Service may be temporarily unavailable due to factors beyond our reasonable control, including internet outages, third-party service failures, or force majeure events.

7.4 Service Level Commitment. FactoryNerve offers a service level commitment as described in the order form or applicable plan documentation. Service credits, if any, are the sole remedy for uptime failures and are governed by the SLA terms.

7.5 Beta Features.From time to time, FactoryNerve may offer beta or early-access features (“Beta Features”). Beta Features are provided “as is” without any warranty and may be discontinued at any time without notice.

8.1 FactoryNerve Ownership. FactoryNerve owns all right, title, and interest in and to the Platform, including its software, code, design, user interface, algorithms, documentation, trademarks, trade dress, and all related intellectual property rights. These Terms do not transfer any ownership rights in the Platform to the Customer.

8.2 Customer Ownership. The Customer retains all intellectual property rights in Customer Data and in any materials, content, or data the Customer provides to FactoryNerve. FactoryNerve claims no ownership over Customer Data.

8.3 Feedback License.If the Customer or any Authorized User provides feedback, suggestions, or ideas about the Platform (“Feedback”), the Customer grants FactoryNerve a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, and commercialize that Feedback without any obligation or compensation to the Customer.

8.4 Usage of Branding.FactoryNerve may identify the Customer as a user of the Platform on FactoryNerve’s website and marketing materials. The Customer may request removal of such references at any time.

9.1 Definition.“Confidential Information” means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

9.2 Obligations.Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence, (b) not disclose it to any third party except as necessary to perform obligations under these Terms, and (c) use it only for purposes related to these Terms.

9.3 Exclusions.Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms, (b) was known to the receiving party before disclosure, (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information, or (d) is required to be disclosed by law or court order.

9.4 Duration. Confidentiality obligations continue for 3 years from the date of disclosure, or indefinitely for trade secrets and source code.

10.1 Exclusion of Consequential Damages. 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 LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM.

10.2 Liability Cap.DPR.AI’S TOTAL LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE CUSTOMER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions. Nothing in this Section 10 limits or excludes liability for: (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, (c) intentional misconduct or gross negligence, (d) infringement of intellectual property rights, or (e) any liability that cannot be excluded or limited under applicable law.

10.4 Basis of the Bargain. The parties acknowledge that the subscription fees reflect the allocation of risk and limitations of liability set forth in these Terms, and that FactoryNerve would not offer the Platform without these limitations.

11.1 Customer Indemnification. The Customer agrees to indemnify, defend, and hold harmless FactoryNerve, its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• The Customer’s use of the Platform in violation of these Terms
• Any Customer Data that infringes third-party rights or violates applicable law
• Any dispute between the Customer and its Authorized Users
• The Customer’s violation of any applicable law or regulation

11.2 FactoryNerve Indemnification.FactoryNerve shall indemnify the Customer against any third-party claim that the Platform (excluding Customer Data) infringes any patent, copyright, trademark, or trade secret, provided that: (a) the Customer promptly notifies FactoryNerve of the claim, (b) FactoryNerve has sole control over the defense and settlement, and (c) the Customer cooperates fully with FactoryNerve’s defense.

11.3 Mitigation. If the Platform is found to infringe, FactoryNerve may, at its option: (a) modify the Platform to make it non-infringing, (b) obtain a license for the Customer to continue use, or (c) terminate the subscription and refund any prepaid fees for the unused portion.

12.1 Grounds for Suspension.FactoryNerve may suspend access to the Platform immediately if: (a) payment is overdue by more than 15 days, (b) the Customer materially breaches these Terms (including the Acceptable Use Policy), (c) the Customer’s use of the Platform poses a security risk to FactoryNerve or other customers, or (d) required by applicable law or regulatory authority.

12.2 Notice of Suspension. FactoryNerve will provide notice of suspension within 24 hours, except in urgent security situations where immediate action is required.

12.3 Termination by Customer. The Customer may terminate these Terms at any time by canceling the account through the Platform settings or by contacting support. Termination takes effect at the end of the current billing period.

12.4 Termination by FactoryNerve.FactoryNerve may terminate these Terms and the Customer’s access to the Platform: (a) for cause, if the Customer fails to cure a material breach within 15 days of written notice, (b) immediately for violations of Section 6 (Acceptable Use Policy), or (c) for convenience, with 60 days’ written notice.

12.5 Effect of Termination. Upon termination: (a) all rights granted to the Customer under these Terms immediately cease, (b) the Customer must stop all use of the Platform, (c) any outstanding payment obligations become immediately due, and (d) Customer Data will be handled as described in Section 12.7.

12.6 Survival. Sections 5 (Data Ownership), 8 (Intellectual Property), 9 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), 14 (Dispute Resolution), and this Section 12.6 shall survive any termination of these Terms.

12.7 Data Retrieval Period. For 60 days after termination, FactoryNerve will provide the Customer with access to export Customer Data in a commonly used format upon request. After 60 days, FactoryNerve may permanently delete all Customer Data from its systems, subject to legal retention requirements. FactoryNerve has no obligation to retain Customer Data beyond the 60-day retrieval window.

13.1 FactoryNerve reserves the right to modify these Terms at any time. Material changes will be communicated to the Customer via email and through the Platform at least 30 days before the effective date. Non-material changes may be made without prior notice.

13.2 If the Customer does not agree to a material change, they may terminate the subscription before the effective date without penalty by providing written notice. Continued use of the Platform after a modification takes effect constitutes acceptance of the modified Terms.

13.3 FactoryNerve will maintain an archive of previous versions of these Terms available upon request.

14.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution. Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute informally by contacting the other party and negotiating in good faith for at least 30 days.

14.3 Arbitration. Any dispute arising out of or related to these Terms that cannot be resolved informally shall be settled by binding arbitration administered by the Indian Arbitration Council in accordance with its rules. The arbitration shall be conducted in English in Shillong, Meghalaya, India. The decision of the arbitrator shall be final and binding on both parties.

14.4 Jurisdiction. Subject to Section 14.3, the courts located in Shillong, Meghalaya, India shall have exclusive jurisdiction over any disputes not subject to arbitration.

14.5 Class Action Waiver. Both parties agree that any dispute resolution proceedings shall be conducted on an individual basis and not as a class, consolidated, or representative action.

15.1 These Terms, together with the Privacy Policy, any order form or plan description, and any data processing agreement (DPA) entered into by the parties, constitute the entire agreement between the Customer and FactoryNerve regarding the use of the Platform.

15.2 These Terms supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

15.3 If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.4 No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

15.5The Customer may not assign or transfer these Terms, or any rights or obligations hereunder, without FactoryNerve’s prior written consent. FactoryNerve may assign these Terms without restriction.

For questions, complaints, or notices regarding these Terms, please contact FactoryNerve using the information below: