Terms of Service

These Terms constitute a legally binding agreement between VEGASKY (“Company”, “we”, “us”, or “our”) and the legal entity, organization, or individual (“Customer”, “you”, or “your”) accessing or using our proprietary software solutions, cloud platforms, APIs, client applications, and associated support services.

By executing an Order Form, registering an account, accessing any of our Platforms, or clicking an interface button acknowledging acceptance, you affirm that:

• You have read, understood, and agreed to be bound by these Terms;
• You have the legal authority to bind your organization or employer to these Terms; and
• Your use of the Platforms complies with all applicable local, national, and international laws and regulations.

If you do not have such authority or do not agree with any part of these Terms, you must not access or use the Platforms.

• “Account” means the registered profile and credentials through which Authorized Users access the Platforms.
• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Authorized User” means an employee, contractor, agent, or representative of Customer who has been provisioned access to the Platforms by Customer.
• “Customer Data” means all electronic data, information, network telemetry, files, invoices, customer records, or materials submitted, uploaded, stored, or processed by Customer or Authorized Users within the Platforms.
• “Documentation” means the technical specifications, user manuals, administration guides, and release notes provided by VEGASKY.
• “Order Form” means an ordering document, statement of work, or online subscription checkout specifying the Platforms, quantities, subscription term, and fees agreed between the parties.
• “Platforms” means the cloud, web, and desktop software suites owned and operated by VEGASKY, comprising Vegasky NetVision (network performance monitoring, telemetry analysis, device discovery, and infrastructure observability), Vegasky NexusERP (enterprise resource planning, procurement management, multi-warehouse inventory control, supply chain analytics, and enterprise reporting), Vegasky ServiceOne (customer service ticketing, field service operations, incident dispatching, and workflow automation), and Vegasky FinCorp (enterprise financial operations, automated billing workflows, multi-currency ledger tracking, and financial reconciliation tools).

3.1. Account Registration

To access the Platforms, Customer must create an administrative account and configure Authorized User accounts. Customer agrees to provide true, accurate, current, and complete information during registration and to maintain the accuracy of such details.

3.2. Credential Security

Customer is solely responsible for maintaining the confidentiality of all login identifiers, passwords, API tokens, and access keys. Customer accepts full responsibility for all activities conducted under its accounts, whether authorized or unauthorized, except to the extent directly caused by a verified security breach of VEGASKY's internal infrastructure.

3.3. Unauthorized Access Notification

Customer shall immediately notify VEGASKY at info@vegasky.in upon discovering or suspecting any unauthorized access, compromised credentials, or security incidents involving its account.

Customer acknowledges that each Platform within the VEGASKY product suite performs specialized operations and carries distinct technical responsibilities:

4.1. Vegasky NetVision

• Scope: NetVision monitors infrastructure, networks, and server nodes via telemetry agents, SNMP collectors, syslog listeners, and API connectors.
• Authorization Warranty: Customer expressly represents and warrants that it holds all requisite ownership rights, legal authorizations, licenses, and permits to install monitoring agents, probe IP addresses, capture network metrics, trace routes, and inspect the networks, devices, systems, and data traffic configured within NetVision.
• Network Impact: Customer acknowledges that continuous network polling and packet inspection can impact network throughput and endpoint resource utilization. Customer assumes sole responsibility for testing configuration parameters and setting non-disruptive polling intervals.

4.2. Vegasky NexusERP

• Scope: NexusERP facilitates enterprise workflows, inventory valuation, multi-location warehouse allocation, procurement management, and supply chain tracking.
• Operational Verification: Customer is solely responsible for verifying operational accuracy, reconciling physical inventory against system records, and validating custom business rules, reorder points, and automated procurement scripts prior to executing business transactions.
• No Reliance for Physical Discrepancies: VEGASKY shall not be liable for inventory discrepancies, stock outages, production halts, physical warehouse losses, or logistical delays resulting from inaccurate system inputs, configuration errors, or failure to perform routine physical audits.

4.3. Vegasky ServiceOne

• Scope: ServiceOne processes customer service requests, field dispatches, technician route management, and end-customer communication logs.
• Data Privacy and Consents: Customer is solely responsible for obtaining all requisite notices, legal bases, and explicit consents from its end-clients, personnel, and third parties prior to ingesting, tracking, or processing their Personally Identifiable Information (PII), geographic location coordinates, and communication records through ServiceOne.
• Field Safety and Execution: VEGASKY provides scheduling and management software only. Customer remains entirely liable for occupational health, safety protocols, travel logistics, and field execution conducted by its service personnel.

4.4. Vegasky FinCorp

• Scope: FinCorp provides computational tools, billing automation, ledger tracking, multi-currency conversions, and financial reconciliation modules.
• Software Provider Status & Professional Advice Disclaimer: Customer expressly acknowledges that VEGASKY is a software provider and does not provide statutory auditing, legal advisory, certified accounting, investment, or tax consultancy services. The generation of reports, calculated tax line items, or journal entries does not constitute certified accounting or legal verification.
• Statutory Compliance: Customer remains solely responsible for ensuring that its accounting records, tax calculations, invoice templates, electronic invoicing compliance (such as e-way bills or GST/VAT schemas), and statutory tax filings strictly comply with applicable local, state, and national taxation laws and auditing standards.

5.1. Limited License

Subject to timely payment of applicable fees and continuous compliance with these Terms, VEGASKY grants Customer a non-exclusive, non-sublicensable, non-transferable, revocable license during the subscription term to access and use the subscribed Platforms solely for internal business operations in accordance with the Documentation.

5.2. Restrictions and Prohibited Use

Customer shall not, directly or indirectly:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying structures, or algorithms of the Platforms;
• Modify, translate, adapt, or create derivative works based on the Platforms;
• Resell, lease, rent, sublicense, distribute, or provide time-sharing or bureau service access to any third party;
• Circumvent, disable, or tamper with security controls, rate limits, licensing mechanisms, or usage metering;
• Use NetVision or any other Platform to scan, probe, or monitor infrastructure without explicit authorization from the legitimate infrastructure owner;
• Transmit malicious payloads, viruses, worms, Trojan horses, or corrupted files;
• Ingest data that infringes intellectual property rights, violates confidentiality, or contains unlawful, defamatory, or harmful content.

6.1. VEGASKY Ownership

VEGASKY and its licensors retain all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Platforms, Documentation, software architecture, user interfaces, database designs, algorithms, APIs, and any modifications or enhancements thereto. No rights are granted to Customer except as expressly set forth herein.

6.2. Customer Data

Customer retains full ownership and intellectual property rights in and to Customer Data. Customer grants VEGASKY a worldwide, limited-term, royalty-free license to host, copy, transmit, analyze, and display Customer Data strictly to the extent necessary to provide, maintain, secure, and troubleshoot the Platforms.

6.3. Feedback

If Customer or Authorized Users submit suggestions, feature requests, improvements, or recommendations (“Feedback”), Customer grants VEGASKY an unrestricted, perpetual, irrevocable, royalty-free license to implement, exploit, and incorporate such Feedback into its products without attribution or compensation.

7.1. Subscription Fees

Customer agrees to pay all fees specified in the applicable Order Form. Unless otherwise stated in an Order Form, all subscription fees are billed in advance on an annual or monthly cycle, are non-cancelable, and are non-refundable once paid.

7.2. Invoicing and Payment Terms

Invoices are due and payable within thirty (30) days from the invoice date, unless otherwise agreed in writing. Payments must be remitted in the currency indicated on the invoice via an approved payment method.

7.3. Late Payments and Suspension

Any overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. If an account remains past due for more than fifteen (15) days following written notice, VEGASKY reserves the right to suspend access to all Platforms until all outstanding balances are settled.

7.4. Taxes

Fees do not include applicable local, state, federal, or international sales, use, excise, value-added (VAT), or goods and services taxes (GST). Customer is responsible for paying all applicable taxes associated with its purchases, excluding taxes based on VEGASKY's net income.

8.1. Data Protection

Each party shall comply with applicable data protection and privacy laws in connection with their performance under these Terms. VEGASKY maintains administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data.

8.2. Confidential Information

“Confidential Information” refers to all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, technical architectures, pricing, Customer Data, and product roadmaps.

8.3. Duty of Confidentiality

The Receiving Party shall:

• Protect the Disclosing Party's Confidential Information with the same degree of care it uses for its own confidential assets (and not less than reasonable care);
• Not disclose Confidential Information to any third party, except to employees, contractors, and legal advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein; and
• Not use Confidential Information for any purpose outside the scope of this Agreement.

9.1. Mutual Warranty

Each party represents and warrants that it has validly entered into these Terms and has the legal power and authority to do so.

9.2. Disclaimer of Warranties

10.1. Exclusion of Consequential Damages

10.2. Aggregate Liability Cap

11.1. Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless VEGASKY, its officers, directors, employees, and licensors from and against any claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer Data, including any claim that Customer Data violates the privacy, intellectual property, or proprietary rights of a third party;
• Customer's violation of Section 4.1 (unauthorized network monitoring or probing via Vegasky NetVision);
• Customer's violation of Section 4.3 (failure to obtain requisite data consents from end-clients for Vegasky ServiceOne);
• Customer's failure to comply with statutory accounting, invoicing, or tax regulations via Vegasky FinCorp;
• Any breach by Customer of its representations, warranties, or acceptable use obligations under this Agreement.

11.2. VEGASKY Indemnification

VEGASKY will defend Customer against any third-party claim alleging that Customer's authorized use of the Platforms infringes a valid copyright or registered trademark, and will indemnify Customer for any damages and costs finally awarded by a court of competent jurisdiction, provided Customer: (a) promptly gives VEGASKY written notice of the claim; (b) gives VEGASKY sole control of the defense and settlement; and (c) provides reasonable cooperation at VEGASKY's expense.

12.1. Term

These Terms commence on the date Customer first accesses the Platforms or executes an Order Form and continue until all active subscriptions have expired or have been terminated.

12.2. Suspension

VEGASKY may suspend access to any or all Platforms immediately upon written notice if: (a) Customer breaches Section 5.2 (Restrictions) or Section 4 (Platform-Specific Terms); (b) Customer's use poses a security vulnerability to the Platforms or other tenants; or (c) payments remain delinquent past the grace period.

12.3. Termination for Cause

Either party may terminate this Agreement:

• Upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or
• Immediately if the other party becomes insolvent, files for bankruptcy, or undergoes liquidation proceedings.

12.4. Effect of Termination

Upon expiration or termination:

• All licenses and rights granted to Customer shall immediately cease;
• Customer shall promptly discontinue all use of the Platforms and uninstall any installed desktop clients or telemetry agents;
• Customer will have thirty (30) days to request an export of Customer Data, after which VEGASKY reserves the right to securely delete all Customer Data in accordance with standard retention schedules;
• Sections 2, 4.4, 6, 7, 8, 9, 10, 11, 12.4, 13, and 14 shall survive termination.

13.1. Governing Law

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the substantive laws of India, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2. Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute through informal executive escalation for at least thirty (30) days prior to initiating formal legal proceedings. Any dispute, controversy, or claim that cannot be resolved through informal negotiations shall be subject to the exclusive jurisdiction of the competent courts having jurisdiction over the registered corporate domicile of VEGASKY.

• Entire Agreement: These Terms, together with any applicable Order Forms and exhibits, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or representations.
• Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
• Waiver: No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
• Force Majeure: Neither party shall be liable for non-performance or delay caused by acts of God, war, terrorism, civil disturbance, labor strikes, power grid failures, fiber cuts, denial-of-service attacks, or other events beyond reasonable control.
• Modifications: VEGASKY reserves the right to amend these Terms periodically. Material changes will be communicated via the Platform administration console or to the primary account email. Continued use of the Platforms following the effective date of updated Terms constitutes acceptance.