General Terms and Conditions

Introduction

These terms of use (“Terms” / “Agreement”) are a binding legal contract between you (“Customer”) and the Scrut Automation Inc., a Delaware corporation, having its registered office at 691 S Milpitas Blvd. Suite 217, Milpitas, California 95035 (“Company”) to govern the usage of the Scrut platform provided as a software as a service by Company, together with any materials made available by Company on or through the platform (“Software”) by the Customer. Your access to and use of the Software is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Software. By accessing or using the Software, you are agreeing to these Terms (as applicable). These Terms was last updated in February, 2025.

If you are using and/or accessing the software as an employee, agent, or contractor of a corporation, partnership or similar entity, then you represent that you have the authority to bind such entity in order to accept the Terms. These Terms are subject to terms of any such contracts that the Customer might enter into with the Company including any order forms entered into by Customer and Company governing the access to the Software (“Order Form”).

Modifications to this Terms: From time to time, Company may modify this Terms by posting the updated Terms at https://www.scrut.io/terms-of-use or any other link designated by Company. Company may notify Customer of material changes, such as through communications via Customer’s User Account on the Software, email, or other means. Your continued use of the Software after any update to these Terms constitutes your acceptance of such changes.

Company and Customer may be referred to individually herein as a “Party” or collectively as the “Parties”. In consideration of the terms and conditions set forth below, the Parties agree as follows:

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Scrut platform provided as a software as a service by Company, together with any materials made available by Company on or through the platform (“Software”); or (b) the effective date mentioned in the order form entered into by Customer and Company governing the access to the Software (“Order Form”).

This General Terms and Conditions (“Agreement”) is entered into by and between:

1. For customers in India: Riversys, a private limited company incorporated under the Companies Act, 2013 having its registered office at 302, Plot No 15, 3rd Floor, Kumar Tower, Wazirpur Industrial Area, Delhi North-West, 110052 (“Riversys” or “Company”) and the person or entity placing an order for or accessing the Software (“Customer”);
2. For customers in US: Scrut Automation Inc., a Delaware corporation, having its registered office at 691 S Milpitas Blvd. Suite 217, Milpitas, California-95035 (“Company”) and the person or placing an order for or accessing the Software (“Customer”), unless the Order Form indicates to the contrary. Company and Customer may be referred to individually herein as a “Party” or collectively as the “Parties”.

In consideration of the terms and conditions set forth below, the Parties agree as follows:

ENGAGEMENT

1. Subject to the Order Form and the terms of this Agreement, Company will provide Customer a limited, revocable, non-transferable, non-sub-licensable and non-exclusive license to use and access Software in accordance with the Service Level Terms attached hereto as Exhibit A and reasonable technical support services in accordance with the terms set forth in Exhibit B. This Agreement will also govern any statement of work (“Statement of Work”) covered under the Order Form describing any additional services to be provided by Company to Customer (“Additional Services” and together with the Software and support, the “Services”).
2. This Agreement is on non-exclusive basis and Company shall not have any exclusive right or obligation to provide the access to the Software under this Agreement to Customer. Customer shall be free to subscribe to any other software from any other person.

RESTRICTIONS AND RESPONSIBILITIES

1. Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or any documentation or data related to the Software; (b) modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by Company or authorized by the terms of this Agreement); (c) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels from the Software.
2. Customer represents, covenants, and warrants that Customer will use the Software only in compliance with the terms of the Order Form, this Agreement and all applicable laws and regulations.
3. Customer shall be responsible for maintaining the Customer account and passwords (including but not limited to administrative and user passwords) in a secure manner to avoid any unauthorized access to the Software. Customer will co-operate with Company and provide all assistance as reasonably requested by Company in connection with the provision of the Software.
4. Customer shall comply with all applicable law including those regulating privacy or data protection and the collection, storage use and disclosure of Personal Data while using and accessing the Software.
5. Customer consents to receive communications from the Company through electronic means, including email, SMS, calls or other such means in connection with its use and access to the Software.
6. For any external certifications contemplated under the Order Form, the delivery of such certification to the Customer will be subject to the Customer duly signing the management representation letter or any similar document, as may be requested by the external auditor /CPA/ competent authority providing the certification.
7. To the extent that the Order Form contemplates Customer obtaining any external certifications from a third party (i.e., an external auditor, CPA, or competent authority (“Auditor”)) (collectively, the “Audit Services”) in connection with the Services provided by Company to Customer hereunder, Customer may be required to enter into a management representation letter or similar document with the relevant Auditor in respect of the Audit Services prior to the commencement of the Audit Services by the Auditor. Company will not be a party to such document and bears no responsibility for the quality, accuracy, or completeness of the Audit Services. Any issues arising in connection with the Audit Services must be resolved directly between Customer and the Auditor.

CONFIDENTIALITY

1. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that is marked as confidential or proprietary at the time of disclosure or that reasonably should be considered confidential or proprietary based on the nature of the information and the circumstances surrounding the disclosure (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes (i) information regarding features, functionality and performance of the Software; and (ii) information provided by Company to Customer pursuant to this Agreement and the Order Form. Proprietary Information of Customer includes Customer Data and non-public data provided by Customer to Company to enable the provision of the Software. “Customer Data” means the data submitted by Customer or its authorized users to the Software and any reports and other content produced by Customer or its authorized users using the Software (but excluding any Company IP embodied in such reports and content). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information of the Disclosing Party, and (ii) not to use (except in performance of the obligations contemplated herein or as otherwise permitted herein) or divulge to any third person any such Proprietary Information of the Disclosing Party other than the Receiving Party’s employees, representatives, and agents with a need to have access for the purposes of this Agreement and who are bound to written or statutory duties of confidentiality at least as onerous as this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than by a breach of this Agreement, or (b) was in its possession or was known by it, prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law or court order, provided that the Party which is required by law to disclose such information shall beforehand notify the other Party of any such requirement, to the extent legally permitted, and consult with the other Party regarding the manner of such disclosure.
2. Notwithstanding anything to the contrary, Company shall have the right to access, collect, use, process, store, and analyze meta data and other information relating to the provision, use and performance of various aspects of the Software and related systems and technologies, and Company will be free (during and after the term hereof) to use such information and data to (i) improve and enhance the Software and for other development, diagnostic and corrective purposes in connection with the provision of the Software; and (ii) produce data, information or other materials that cannot be identified as relating to a particular individual or company (such data, information and materials, the “Anonymized Data”). Company may use, process, store, disclose and transmit the Anonymized Data for any purpose and without restriction or obligation to Customer of any kind provided that the said Anonymized Data is not reasonably capable of being linked in any way with the Customer.
3. The Receiving Party shall, upon the Disclosing Party’s written request, securely destroy or return all of the Disclosing Party’s Proprietary Information (including copies thereof) in the Receiving Party’s custody or control.

PAYMENT OF FEES

1. Company will bill the Customer as per the fees specified in the Order Form (“Fees”) and any other amounts owing under this Agreement. All Fees and other charges will be invoiced and payable by the Customer in the currency specified by the Company in the Order Form. If Customer’s use of the Software or any feature thereof requires the payment of additional fees per the terms of the Order Form, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided therein. Company reserves the right to revise the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term. It is clarified that no prior notice is required for adjustment of Fees on account of change in the exchange rate as may be specified in the Order Form. If Customer reasonably believes that Company has billed Customer incorrectly, Customer must notify Company no later than 15 (fifteen) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. The inquiries should be directed to Company’s customer support department at customerrelations@scrut.io.
2. Subject to the terms set forth in the Order Form, Company may choose to bill through an invoice, in which case, full payment for the invoices issued must be received by Company within 15 (fifteen) days of the invoice date. Unpaid amounts are subject to immediate termination or suspension of this Agreement, at the discretion of Company. Customer shall be responsible for all taxes associated with services contemplated under the Order Form.
3. The Fees for the Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, goods and services tax, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer shall be responsible for all Taxes associated with Services contemplated under the Order Form, other than Taxes assessable against Company based on Company’s income, property, or employees. If Company has the legal obligation to remit or collect Taxes for which Customer is responsible, Company will invoice the Taxes owing to Customer, and Customer will pay them unless Customer provides Company with a valid tax exemption certificate.

REFUND POLICY

1. We will take 5-7 working days to process the refund back to the source account.

INTELLECTUAL PROPERTY RIGHTS; FEEDBACK

1. Customer shall retain all ownership and intellectual property rights in and to Customer Data. Customer hereby grants to Company and its Affiliates a non-exclusive, transferable, sub-licensable, royalty-free license to use, copy, transmit, modify, distribute, publish, display, process, and host the Customer Data: (a) to provide the Services to Customer, (b) in accordance with Company’s Privacy Policy, and (c) to operate, improve, expand, and modify Company’s Services. Customer represents and warrants that it has obtained all necessary rights and consents to (i) provide, store, transmit, or otherwise process the Customer Data in or through the Software and (ii) grant Company and its Affiliates the licenses and rights to use the Customer Data in accordance with this Agreement. Customer is solely responsible for the accuracy, quality, integrity, and legality of the Customer Data, the means by which Customer acquired the Customer Data, and Customer’s use of Customer Data with the Services.
2. Company Intellectual Property Rights.
   
   • In providing access to the Software, Company may use or include any Company IP that was licensed, procured, or developed by or for the Company, which shall at all times be owned by the Company. Additionally, the Company shall at all times own and/or be deemed to own and will retain all right title and interest in and to (a)  the Software, any documentation made available by Company relating to the use and performance of the Software, and any and all  derivative works of, or improvements, enhancements, modifications or updates to any of the foregoing; (b) any tools, developer codes, templates, platforms or software used in connection with the Software.
   • For the purposes of this Agreement, “Company IP” shall mean all trade secrets, know-how, source code, object code, technical information, commercial and financial data, copyright, designs, inventions, patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) and all other industrial or intellectual property rights (whether registered or not) of the Company.
3. Reservation of Rights. Each Party grants the other only the licenses and rights to such Party’s intellectual property as expressly set out in this Agreement. No other licenses or rights (including licenses or rights under patents) are granted either directly, by implication, or otherwise.
4. Customer may voluntarily post, submit, or otherwise communicate to Company any questions, comments, suggestions, ideas, original or creative materials or other information about the Services (collectively, “Feedback”). Customer grants to Company a perpetual and irrevocable license to, copy, publicly perform, publicly display, modify, distribute, or otherwise use in any manner in Company’s sole discretion such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Customer.