End User License Agreement
This End User License Agreement ("EULA"/ "Agreement") is a binding legal contract between
Snowmountain AI Pvt. Ltd. (referred to as "Company," "we," or "us") and the subscribing client
(referred to as "Client," "you," or "User").
This EULA governs your access to and use of the Company's investment analysis platform, including any
software, web application, mobile application, reports, data, or services provided therein (collectively, the
"Platform" or "Services"). By accessing or using the Platform, or by clicking an "I Agree" button or similar,
you acknowledge that you have read, understood, and agreed to be legally bound by this EULA. If you do
not agree, you must not use the Platform.
1. License Grant
1.1. Limited License: Subject to your compliance with this EULA and payment of all applicable fees,
the Company grants you a limited, revocable, non-exclusive, non-transferable, non-
sublicensable license to access and use the Platform solely for your internal business purposes.
This license allows use of the Platform's features to evaluate investment opportunities and generate
internal reports or analyses. No ownership rights are conveyed to you and we remain the owner
of the Platform and all associated intellectual property, we are only granting you a right to use
it as long as you abide by these terms.
1.2. Authorized Users: Use of the Platform is limited to your organization's employees or contractors
who are authorized by you to use the Platform on your behalf ("Authorized Users"). Each
Authorized User must have unique login credentials. Sharing of logins is strictly prohibited. You
are responsible for ensuring that all Authorized Users comply with this EULA. If someone who is
not authorized gains access via your account, we may terminate access and/or require you to pay
additional fees for unauthorized users.
1.3. No Resale or External Use: This license is for your internal use only. You may use the Platform
and its outputs within your organization (and with your own investment committees, officers, and
advisors as needed), but you may not sell, rent, lease, sublicense, distribute, or externally
commercialize the Platform or any content from it. In particular, you must not offer the
Platform's functionality or reports as a service to third parties (e.g., operating as a service
bureau or as part of an analysis service for others) without our express written permission.
2. User Restrictions
2.1. Prohibited Activities: You agree not to, and not to permit any third party to: (a) copy, modify,
create derivative works of, or reproduce any part of the Platform; (b) reverse engineer, decompile,
disassemble, or otherwise attempt to discover the source code or trade secrets of the Platform
(except to the limited extent such actions are expressly permitted by law despite this restriction);
(c) remove, obscure, or alter any copyright notices, trademarks, or other proprietary rights notices
on the Platform; (d) use the Platform under any name or brand other than the Company's – no
"white-label" or rebranding use is allowed; (e) use the Platform to build a competitive product
or service or copy its features or user interface; (f) publicly disseminate performance information
or analysis of the Platform without permission; or (g) use the Platform in any manner that violates
any applicable law or regulation (including securities laws, data privacy laws, or export control
laws).
2.2. No Unauthorized Distribution: You shall not distribute, publish, or share any content, data, or
analysis obtained from the Platform outside your organization except (i) internally among
Authorized Users and your organization's decision-makers, or (ii) externally if required for a
specific transaction or investment decision and only to parties that are bound by appropriate
confidentiality obligations (for example, you may share an investment memo with a potential co-
investor only if that co-investor signs a confidentiality agreement or is otherwise obligated to keep
it confidential). In no case may you broadly publish or make available the Platform's outputs to the
general public without our prior consent.
2.3. Account Security: You are responsible for maintaining the confidentiality of your account
credentials (user IDs and passwords). You must not share credentials or allow anyone outside
your Authorized Users to access the Platform using your accounts. You agree to notify us
immediately of any unauthorized access or use of your account or any other breach of security.
We are and will not be liable for any loss or damage arising from your failure to secure your account.
We reserve the right to suspend or terminate accounts that we reasonably suspect are compromised
or being used by unauthorized persons.
3. Intellectual Property Rights
3.1. Ownership: The Company (and its licensors, where applicable) owns all rights, title, and interest
in and to the Platform, including but not limited to all software code, algorithms, models, design,
user interfaces, know-how, and any content provided by us (such as platform-generated analyses,
templates, and aggregated data). These are protected by copyright, trade secret, patent, and other
intellectual property laws. Except for the limited license expressly granted to you in Section 1.1,
the Company reserves all rights in and to the Platform. No implied licenses are granted.
3.2. Feedback: If you provide any suggestions, feedback, or ideas about the Platform to us
("Feedback"), you agree that such Feedback is not confidential and we may use it freely without
compensation or attribution to you. We may incorporate Feedback into the Platform or our services.
This helps us improve. (Providing Feedback is optional, but if you do, this clause allows us to act
on it.)
3.3. Your Data and Outputs: As between you and the Company, you retain all rights to the data or
content you upload or input into the Platform ("Client Data"). We do not claim ownership of
your Client Data. You grant us a non-exclusive, worldwide, royalty-free license to use, store,
process, and transmit your Client Data only as necessary to provide the Services to you
(including displaying it to you, analyzing it as instructed, and storing it for your later use). We will
not use your Client Data for any other purpose and will not disclose it to other clients or third
parties (except as permitted in the Privacy Policy, e.g., if required by law or with your consent).
3.4. Analysis Outputs: The Platform may generate analysis, reports, or recommendations based on
input data (both public data and your private data). We consider these outputs to be confidential
to you (as they often contain or are derived from your Confidential Information). Subject to your
compliance with this Agreement, the Company grants you a license to use, copy, and distribute
internally any reports or materials generated for you via the Platform. You may also use such
outputs externally for the purpose of your investment activities (for example, presenting a credit
memo to an investment committee or partner) as long as such recipients are bound to confidentiality
as noted above. However, you may not sell or broadly publish our outputs as a product in itself.
The Company retains any intellectual property rights in the underlying methods or templates used
to create outputs (i.e. we don't consider general insights or formats as your exclusive property), but
we will not re-use or disclose the specific output of your private analysis to others.
4. Confidentiality
4.1. Definition: Both the Parties anticipate exchanging Confidential Information (as defined
hereinafter). For the purpose of this Clause, "Confidential Information" means any non-public
information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is
designated as confidential or that should reasonably be understood to be confidential given the
nature of the information and the context of disclosure. For the Company, Confidential Information
includes the software, algorithms, pricing, documentation, and any non-public aspects of the
Platform. For you, it includes all Client Data you upload and any private analysis results specific
to you. Confidential Information also includes the terms of this Agreement (though you may
disclose the terms to your legal or financial advisors under confidentiality) and any information a
reasonable person knows is confidential (e.g., a company's unpublished financial data).
4.2. Obligations: In consideration of the Disclosing Party agreeing to disclose the Confidential
Information or portion thereof to the Recipient, the Recipient shall (and shall ensure that its
representatives):
i. keep and treat all Confidential Information as strictly confidential;
ii. use such Confidential Information only for the purpose for which it was disclosed and shall
not use or exploit (commercially or for any other purpose) such Confidential Information
for its own benefit or for the benefit of another without the prior written consent of the
Disclosing Party;
iii. not copy or duplicate any materials containing Confidential Information or the Confidential
Information except as necessary to accomplish the purpose;
iv. not duplicate or reproduce by reverse engineering or in any other manner, any Confidential
Information furnished in tangible form without prior written consent of the Disclosing
Party;
v. restrict access to any Confidential Information to such of its representatives who need to
know such Confidential Information for the sole purpose of approving, evaluating or
otherwise participating in the purpose, strictly on a 'need to know' basis and ensure that
such Representatives are made fully aware of and agree to be bound by the obligations of
confidentiality contained herein, in writing, prior to disclosure of such Confidential
Information to them;
For the purposes of this Agreement, 'need to know' means that the representative requires
such Confidential Information to perform its responsibilities and for the purposes of
furthering the purpose, in accordance with the terms and conditions of this Agreement. For
the avoidance of doubt, undertakings in this Agreement are given by the Recipient on its
own behalf and as agent for each of its Representatives, and with their full knowledge and
authority. On request, the Recipient and each representative shall promptly inform the
Disclosing Party of its identity.
vi. save as permitted by Clause 4.2 (v), not disclose any Confidential Information to any third
party(ies) without the prior written consent of the Disclosing Party and in the event such
disclosure is permitted, the Recipient shall procure that such third party(ies) is fully aware
of and agrees to be bound in writing by the confidentiality obligations hereof and the terms
and conditions of this Agreement;
vii. be obligated to keep confidential the Confidential Information during the Survival (as
defined below); and
viii. be responsible for any breach of any of the undertakings contained in this Agreement, by
any of its representatives
4.3. The Recipient shall use the same degree of care to protect the confidentiality of the Disclosing
Party's Confidential Information as the Recipient uses to protect the confidentiality of its own
proprietary and confidential information of same or like kind, but in no event less than a reasonable
degree of care.
4.4. Exceptions: A Receiving Party shall not be obligated to maintain the confidentiality of Confidential
Information that (a) is or becomes publicly known through no fault of the Receiving Party; (b) was
rightfully known or becomes rightfully known to the Receiving Party without confidential
restriction from a source that was entitled to disclose it; (c) is approved by the Disclosing Party for
disclosure without restriction in a written document executed by an authorized officer of such
Disclosing Party; (d) the Receiving Party independently develops without access to the Confidential
Information; or (e) is required to be disclosed by law or court order. The Receiving Party will give
prompt notice to the Disclosing Party if it is required to disclose Confidential Information due to legal
process, and will cooperate with reasonable efforts of the Disclosing Party to contest or limit such
compelled disclosure at the Disclosing Party's expense.
4.5. Survival: The Confidentiality obligations shall survive for a period of two (2) years after the
termination or expiration of this Agreement, except for trade secrets, which shall remain confidential
for as long as they qualify as trade secrets under applicable law.
5. Fees and Payment
5.1. Subscription Fees: You agree to pay all fees and charges set forth in the applicable Order Form or
subscription plan that you select when signing up for the Services. The fees may be based on various
factors, such as the number of Authorized Users, volume of analyses, or other usage metrics as defined
in your subscription. All fees are non-refundable except as specifically provided in this Agreement.
5.2. Payment Terms: Fees are payable in advance and due upon invoice or as otherwise specified in the
applicable Order Form. You agree to provide valid, up-to-date, and complete payment information
for the duration of your subscription and authorize us to charge your designated payment method for
all fees. If payment fails or is refused, we reserve the right to suspend or terminate your access to the
Platform until payment is successfully received.
5.3. Taxes: All fees are exclusive of taxes. You are responsible for paying all applicable taxes, levies,
duties, or similar governmental assessments (including but not limited to value-added taxes, sales
taxes, and use taxes) associated with your purchase or use of the Platform, except for taxes based on
our net income.
5.4. Price Changes: The Company may modify fees for any renewal term by providing notice at least
thirty (30) days prior to the end of the then-current term. For any other fee changes, we will provide
at least thirty (30) days' notice before such changes become effective. Your continued use of the
Platform after the price change becomes effective constitutes your agreement to pay the modified
fees.
5.5. Usage Limitations and Overages: Your subscription may include usage limitations (such as number
of Authorized Users or number of analyses per month). If your usage exceeds the subscription limits,
you agree to pay for such excess usage at the then-current rates for such usage. We will notify you
if you exceed your subscription limits and provide an opportunity to upgrade to a higher tier or pay
for the excess usage before assessing additional charges.
6. Term and Termination
6.1. Term: This Agreement will commence on the date you accept it or first access the Platform,
whichever is earlier, and will continue until all subscriptions hereunder have expired or been
terminated.
6.2. Termination for Convenience: You may terminate this Agreement at any time by canceling your
subscription through the Platform's account settings or by notifying us in writing. Unless otherwise
specified in your Order Form, the Company may terminate this Agreement upon thirty (30) days'
written notice.
6.3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice
if the other party (a) materially breaches this Agreement and fails to cure such breach within thirty
(30) days after receiving written notice of the breach; (b) becomes insolvent, makes an assignment
for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or (c) violates
applicable laws in connection with the use of the Platform.
6.4. Effect of Termination: Upon termination of this Agreement: (a) all licenses granted to you will
terminate immediately; (b) you must cease all use of the Platform; (c) you must pay all outstanding
fees; and (d) each party will return or destroy all Confidential Information of the other party in its
possession. The Company will retain your Client Data in accordance with our Privacy Policy and
applicable laws, and you may request a copy of your Client Data within thirty (30) days of
termination.
6.5. Survival: Sections 3 (Intellectual Property Rights), 4 (Confidentiality), 5 (Fees and Payment) for
amounts owed, 6.4 (Effect of Termination), 6.5 (Survival), 7 (Warranties and Disclaimers), 8
(Limitation of Liability), 9 (Indemnification), and 10 (General Provisions) will survive any
termination or expiration of this Agreement.
7. Warranties and Disclaimers
7.1. Mutual Warranties: Each party represents and warrants that (a) it has the legal power and authority
to enter into this Agreement; and (b) it will comply with all applicable laws and regulations in
connection with the performance of its obligations and exercise of its rights under this Agreement.
7.2. Company Warranties: The Company warrants that (a) the Platform will perform substantially in
accordance with the documentation and specifications provided by the Company; (b) it will use
industry standard technical and organizational measures to protect the security and integrity of your
Client Data; and (c) it will not materially decrease the overall functionality of the Platform during
your subscription term.
7.3. Customer Warranties: You represent and warrant that (a) you have all necessary rights, permissions,
and consents to provide any Client Data to us for use as contemplated by this Agreement; (b) your
Client Data will not infringe or violate any third-party rights or applicable laws; and (c) you will
not use the Platform for any purpose that is unlawful or prohibited by this Agreement.
7.4. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND NEITHER PARTY
MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES
NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE,
OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE COMPANY DOES
NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY
OF ANY INVESTMENT ANALYSIS, RECOMMENDATIONS, OR OTHER CONTENT
PROVIDED THROUGH THE PLATFORM. YOU ACKNOWLEDGE THAT INVESTMENT
DECISIONS AND RELATED ACTIONS ARE YOUR OWN SOLE RESPONSIBILITY. YOU
(AND NOT THE COMPANY) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE PLATFORM AND THE ACCURACY OR COMPLETENESS OF
ITS CONTENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE
COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A
WARRANTY OR MODIFY THIS DISCLAIMER. SOME JURISDICTIONS MAY PROHIBIT
CERTAIN DISCLAIMERS OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS
THAT VARY BY JURISDICTION.
8. Limitation of Liability
8.1. Exclusion of Indirect Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO
EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD
PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL,
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS
OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, USE, GOODWILL, OR
OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
8.2. Cap on Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S
MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF
LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE
COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO
THE LIABILITY.
8.3. Exceptions: The limitations in Sections 8.1 and 8.2 will not apply to (a) a party's indemnification
obligations under Section 9; (b) a party's breach of its confidentiality obligations under Section 4;
(c) your breach of Sections 1.3 (No Resale or External Use) or 2 (User Restrictions); (d) a party's
willful misconduct or gross negligence; or (e) any liability that cannot be limited by applicable law.
8.4. Essential Purpose: The parties acknowledge that the limitations of liability in this Section 8 are an
essential element of the bargain between the parties, without which the Company would not have
entered into this Agreement, and that the pricing for the Platform reflects these limitations.
9. Indemnification
9.1. By Company: The Company will defend, indemnify, and hold you harmless from and against any
third-party claims, demands, actions, or proceedings, and any resulting damages, losses, liabilities,
costs, and expenses (including reasonable attorney's fees), arising out of or related to any allegation
that the Platform infringes or misappropriates any third-party intellectual property right. The foregoing
indemnity does not apply to claims that arise from (a) modifications to the Platform made by anyone
other than the Company; (b) your use of the Platform in violation of this Agreement or applicable
law; (c) your continued use of the Platform after the Company has notified you to discontinue use
due to an infringement claim; or (d) your combination of the Platform with products, services, or
materials not provided by the Company, if such combination is the cause of the infringement.
9.2. By Customer: You will defend, indemnify, and hold the Company harmless from and against any
third-party claims, demands, actions, or proceedings, and any resulting damages, losses, liabilities,
costs, and expenses (including reasonable attorney's fees), arising out of or related to (a) your Client
Data, including but not limited to any allegation that your Client Data infringes or misappropriates
any third-party intellectual property right or violates any applicable law; (b) your use of the
Platform in violation of this Agreement or applicable law; or (c) any investment decisions or actions
taken based on your use of the Platform.
9.3. Procedure: The indemnified party will (a) promptly notify the indemnifying party in writing of any
claim; (b) give the indemnifying party sole control over the defense and settlement of the claim
(provided that the indemnifying party may not settle any claim unless it unconditionally releases the
indemnified party of all liability); and (c) provide the indemnifying party, at the indemnifying party's
expense, with all reasonable assistance requested in connection with the defense or settlement of the
claim. Failure to provide prompt notice will not relieve the indemnifying party of its obligations
except to the extent that the indemnifying party was actually and materially prejudiced by such failure.
9.4. Sole Remedy: This Section 9 states the indemnifying party's sole liability for, and the indemnified
party's exclusive remedy for, any third-party claim covered by this Section.
10. General Provisions
10.1. Notices: All notices under this Agreement must be in writing and will be deemed given (a) when
delivered personally; (b) when sent by confirmed email; (c) one business day after being sent by
overnight courier; or (d) three business days after being sent by registered or certified mail. Notices
to the Company must be sent to the address shown on the Order Form or as updated on the Platform,
with a copy to the Legal Department. Notices to you will be sent to the address or email specified in
your account.
10.2. Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance
with the laws of India without regard to its conflicts of law provisions. The exclusive jurisdiction and
venue for actions related to this Agreement will be the courts located in Mumbai, India, and both
parties consent to the jurisdiction of such courts.
10.3. Export Compliance: The Platform and Client Data may be subject to export control laws. You
represent and warrant that you are not named on any government restricted party list and are not located
in a country subject to relevant trade sanctions. You will not permit Authorized Users to access or use
the Platform in a manner that violates applicable export control laws.
10.4. Force Majeure: Neither party will be liable for any failure or delay in performance of its obligations
(except for payment obligations) due to circumstances beyond its reasonable control, including but
not limited to acts of God, natural disasters, pandemic, terrorism, riot, war, civil unrest, government
action, or Internet disturbance.
10.5. U.S. Government Rights: If you are a U.S. Government entity or if this Agreement becomes subject
to federal regulations, the Platform and related documentation are "commercial items" and
"commercial computer software" and "commercial computer software documentation" as defined in
the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. The
Platform is developed exclusively at private expense, consist of "commercial computer software,"
"commercial computer software documentation," and other "commercial items" as defined in the
relevant regulations. Consistent with these regulations—this Agreement constitutes the license for the
U.S. Government's use of the Platform (and other terms apply only to the extent consistent with
federal law and regulations—note that you must not use our Platform if you are on any U.S. government
restricted party list or in a sanctioned country).
10.6. Prevailing Language: This Agreement is drafted in English. If it is translated into another
language, the English version will prevail to the extent of any conflict.
11. Miscellaneous
11.1. Entire Agreement: This EULA (along with the Terms of Service, and any Order Forms or addenda
you sign) constitutes the entire agreement between you and the Company with respect to the
Platform, and supersedes all prior or contemporaneous communications and proposals, whether
electronic, oral, or written, between the parties relating to the subject matter. In the event of a
conflict between this EULA and the Terms of Service or other documents, the terms that more
specifically address the issue shall prevail.
11.2. Amendments: We may update or modify this EULA from time to time. If we make material
changes, we will notify you (for example, via email or a notice on the Platform). Your continued
use of the Platform after the effective date of the updated EULA constitutes your acceptance of the
changes. If you do not agree to the changes, you must stop using the Platform and may terminate
as per Section 9.2. You shall not be entitled to any refund of prepaid fees upon such termination.
No amendment or modification by you will be valid unless in writing and signed by both parties.
11.3. Assignment: You may not assign or transfer this Agreement (or any of your rights or obligations
hereunder) without our prior written consent, except that you may assign this Agreement in its
entirety, with notice to us, in connection with a merger, acquisition, or sale of all or substantially
all of your assets or equity (provided the assignee is not a competitor of ours and agrees to be bound
by all terms). The Company may assign this Agreement to an affiliate or in an event of merger or
sale of business, or otherwise with notice to you. Any attempted assignment in violation of this
section is void. This Agreement will bind and inure to the benefit of the parties, their successors,
and permitted assigns.
11.4. No Waiver: Failure of either party to enforce any provision of this Agreement shall not constitute
a waiver of that provision or any other provision. A waiver of any provision on one occasion shall
not constitute a waiver on any other occasions.
11.5. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by
a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent
permissible and the remaining provisions of the Agreement will remain in full force and effect. The
parties shall negotiate in good faith a valid and enforceable provision that is as similar as possible
to the invalid or unenforceable provision.
11.6. No Agency: The relationship of the parties is that of independent contractors. This Agreement does
not create any joint venture, partnership, employment, or agency relationship between the parties.
Neither party has the authority to bind the other to any third party, contractually or otherwise.
11.7. Force Majeure: Neither party shall be liable for any failure or delay in performance of its
obligations (except payment obligations) due to events beyond its reasonable control, such as
natural disasters, war, acts of terrorism, civil disturbances, government actions, pandemics, or
Internet or power outages ("Force Majeure"). The affected party shall give notice of the Force
Majeure event and make reasonable efforts to resume performance as soon as possible.