Terms of Service

Last Updated: December 13, 2025

1. Definitions

• "Service" means the SuperGrid facial recognition and GPS-based attendance verification system, including mobile applications, web portal, and all related services.
• "Provider" or "We" or "Us" means NeuralNetworki.ng, the operator of SuperGrid.
• "Client" means the employer or organization subscribing to the Service.
• "End User" or "Employee" means individuals whose attendance is tracked using the Service.
• "Biometric Data" means facial recognition encodings and related biometric information.
• "Account" means the Client's registered account with SuperGrid.

2. Acceptance of Terms

By using SuperGrid, you:

• Affirm you are at least 18 years of age
• Have the legal authority to enter into this agreement
• Agree to comply with all applicable Indian laws and regulations
• Acknowledge you have read our Privacy Policy
• If acting on behalf of an organization, have authority to bind that organization

3. Account Registration and Eligibility

3.1 Client Registration

• Clients must provide accurate, complete, and current information during registration
• Clients must maintain the security of account credentials
• Clients are responsible for all activity under their account
• Clients must immediately notify us of any unauthorized account access
• We reserve the right to refuse service or terminate accounts at our sole discretion

3.2 End User Enrollment

• End Users must provide informed consent before biometric enrollment
• End Users must provide accurate personal information
• End Users must verify their identity during enrollment
• One employee cannot enroll on behalf of another

4. Service Description

4.1 What We Provide

• Facial recognition-based identity verification
• GPS-based location verification
• Automated attendance tracking and timesheet generation
• Web-based supervisor dashboard
• CSV export of attendance data
• Email and phone support during business hours

4.2 What We DO NOT Provide

• Payroll processing services (we only provide data for your payroll system)
• Legal advice regarding employment law compliance
• Hardware devices (Service works on standard smartphones)
• 24/7 customer support (support available during business hours: 9 AM - 6 PM IST, Monday-Friday)
• Guaranteed 100% uptime or zero false rejections

5. Service Limitations and Disclaimers

5.1 Accuracy Limitations

• NOT 100% Accurate: Facial recognition technology is industry-leading but not perfect. False positives (incorrect matches) and false negatives (failed verifications of legitimate users) may occur.
• Environmental Factors: Poor lighting, camera quality, facial occlusions (masks, glasses), and user positioning can affect accuracy.
• GPS Limitations: GPS accuracy varies based on device, weather, indoor/outdoor location, and signal interference. Location data may be inaccurate by 5-50 meters.
• Network Dependency: Service requires internet connectivity. Offline verification is not available.

5.2 No Guarantee of Fraud Prevention

IMPORTANT: While SuperGrid significantly reduces time theft and buddy punching, we do NOT guarantee:

• 100% prevention of fraudulent attendance
• Detection of all spoofing attempts
• Accuracy in all environmental conditions
• Zero false acceptances or rejections

5.3 As-Is Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Merchantability, fitness for a particular purpose, non-infringement
• Uninterrupted, secure, or error-free operation
• Accuracy, reliability, or completeness of data
• Correction of defects or errors

6. Client Responsibilities and Obligations

6.1 Legal Compliance

CLIENT IS SOLELY RESPONSIBLE FOR:

• Compliance with all applicable labor laws, employment laws, and data protection laws in their jurisdiction
• Obtaining proper consent from employees for biometric data collection
• Compliance with state-specific biometric privacy laws
• Providing adequate notice to employees about monitoring
• Compliance with union agreements or collective bargaining requirements
• Ensuring use of the Service does not violate employee rights

6.2 Employee Consent

Client warrants that:

• All employees have provided informed, voluntary consent for biometric data collection
• Employees have been informed of data retention policies
• Employees understand their right to withdraw consent
• Alternative attendance methods are available for employees who refuse biometric collection

6.3 Prohibited Uses

Clients and End Users SHALL NOT:

• Use the Service for discriminatory purposes
• Use the Service for surveillance beyond attendance verification
• Attempt to reverse-engineer, decompile, or hack the Service
• Share account credentials with unauthorized parties
• Use the Service to violate any laws or regulations
• Circumvent security measures or abuse the Service
• Upload images or data of non-employees without consent
• Use data for purposes unrelated to attendance and payroll

6.4 Data Export and Retention Obligations

CRITICAL - CLIENT RESPONSIBILITIES:

• Legal Retention Requirement: Client acknowledges it is legally required to retain attendance and payroll records for 7 years under Indian law (Income Tax Act, 1961; Companies Act, 2013)
• Client's Obligation, Not Provider's: This 7-year retention requirement applies to CLIENT (the employer), NOT to Provider (SuperGrid)
• Regular Data Exports: Client must regularly export attendance data via CSV download functionality (recommended: monthly or as needed for payroll processing)
• Provider is NOT Long-Term Archive: Provider does not serve as Client's long-term data archive or legal record custodian
• 30-Day Export Window on Termination: Upon account termination, Client has 30 days to export all data before permanent deletion
• No Data Recovery After Deletion: Provider is NOT responsible for data recovery if Client fails to export data within the 30-day window
• Client Storage Responsibility: Client must securely store exported CSV files for the legally required 7-year period

7. Payment Terms

7.1 Fees and Billing

• Fees are quoted on a custom basis depending on number of employees and requirements
• Invoices are sent monthly in advance
• Payment due within 15 days of invoice date
• Late payments subject to 2% monthly interest charge
• All fees are exclusive of applicable taxes (GST, etc.)

7.2 Setup Fees

• One-time setup fee charged at service initiation
• Setup fees are non-refundable

7.3 Free Trial

• 7-day free trial available for new clients
• No credit card required for trial
• Trial includes full feature access for up to 50 employees
• Data collected during trial will be retained if you subscribe
• Data deleted within 30 days if you do not subscribe

7.4 Refund Policy

NO REFUNDS:

• Monthly subscription fees are non-refundable
• No refunds for partial month usage
• No refunds for dissatisfaction with accuracy or features
• No refunds for service termination due to Client breach

7.5 Price Changes

• We reserve the right to change pricing with 30 days' notice
• Existing clients locked in at current rate for duration of current billing period

8. Service Level and Uptime

8.1 Uptime Target

• We target 99% uptime (measured monthly)
• NOT A GUARANTEE: This is a target, not a contractual SLA
• Scheduled maintenance excluded from uptime calculation

8.2 Maintenance

• We may perform scheduled maintenance with 48 hours' notice
• Emergency maintenance may occur without notice
• Maintenance typically scheduled during non-business hours (IST)

8.3 No Compensation for Downtime

We are NOT liable for any losses resulting from service unavailability, including but not limited to:

• Lost attendance data
• Inability to track employee time
• Payroll processing delays
• Business disruption

9. Data Ownership and Usage

9.1 Client Data Ownership

• Client retains ownership of attendance records and employee data (excluding biometric encodings)
• Client may export data in CSV format at any time

9.2 Biometric Data Ownership

• Biometric facial encodings are jointly controlled by Provider and Client
• Provider retains encodings for Service operation and fraud prevention
• End Users have rights to their biometric data under applicable law

9.3 Provider's Right to Use Data

We may use aggregated, anonymized data for:

• Service improvement and algorithm training
• Industry research and benchmarking
• Marketing and promotional materials (no client-specific data)

10. Limitation of Liability

10.1 No Liability for Employment Decisions

PROVIDER IS NOT LIABLE FOR:

• Employment decisions (hiring, termination, discipline) made using our data
• Wrongful termination claims based on attendance data
• Discrimination claims arising from use of facial recognition
• Labor disputes related to attendance tracking
• Payroll errors caused by Client's interpretation of data

10.2 No Liability for False Positives/Negatives

PROVIDER IS NOT LIABLE FOR:

• False rejections of legitimate employees
• False acceptances of unauthorized persons
• GPS inaccuracies or geofencing errors
• Losses resulting from fraudulent attendance despite using Service

10.3 Complete Exclusion of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL HAVE ZERO LIABILITY FOR ANY DAMAGES OR LOSSES WHATSOEVER ARISING FROM OR RELATED TO THE SERVICE, INCLUDING BUT NOT LIMITED TO:

• Service failures, errors, inaccuracies, or unavailability
• Data loss, corruption, or breach
• System downtime, maintenance, or interruptions
• Software bugs, defects, or malfunctions
• Any claims arising from Client's use or inability to use the Service

ABSOLUTE LIABILITY CAP: In jurisdictions where complete liability exclusion is not permitted, Provider's total aggregate liability under any theory of law shall not exceed the LESSER of:

• ₹10,000 (Ten Thousand Rupees), OR
• The total fees paid by Client in the 1 month immediately preceding the claim

This liability cap applies per incident and in aggregate for all claims.

10.4 Excluded Damages

PROVIDER SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, data, or business opportunities
• Costs of substitute services
• Reputation damage or business interruption
• Claims by third parties (employees, unions, customers)

10.5 Force Majeure and External Failures

PROVIDER SHALL HAVE ZERO LIABILITY for any failure, delay, error, or unavailability caused by events beyond Provider's direct control, including but not limited to:

• Natural disasters, pandemics, epidemics, acts of God, fires, floods, earthquakes
• Cyberattacks, hacking attempts, DDoS attacks, malware, ransomware, security breaches
• Government actions, laws, regulations, court orders, internet shutdowns, compliance requirements
• Third-party service failures: cloud providers, hosting services, DNS providers, CDNs, telecommunications, internet backbone
• Power outages, infrastructure failures, network congestion
• Hardware failures, server crashes, database corruption
• Software bugs in third-party libraries or dependencies
• Employee unavailability, strikes, labor disputes
• Economic conditions, currency fluctuations, market disruptions
• Any other event beyond Provider's reasonable control

Client acknowledges that the Service depends on multiple third-party services and infrastructure, and Provider cannot guarantee uninterrupted availability.

10.6 Client Insurance Requirement

MANDATORY INSURANCE: By using the Service, Client represents and warrants that it maintains, at its own expense:

• Cyber Liability Insurance: Minimum coverage of ₹50 lakhs (₹5,000,000) for data breaches and cyber incidents
• General Liability Insurance: Covering employment disputes and wrongful termination claims
• Errors & Omissions Insurance: Covering business operations

Client agrees that any losses or damages shall be claimed FIRST against Client's own insurance policies before making any claim against Provider.

Client shall provide proof of insurance upon Provider's request.

10.7 Assumption of Risk and Pre-Dispute Release

• Facial recognition technology is NOT 100% accurate and false positives/negatives WILL occur
• GPS location data may be inaccurate by 5-100+ meters
• Service may be unavailable due to maintenance, outages, or technical issues
• Data breaches may occur despite security measures
• Third-party service failures may disrupt the Service
• Software bugs and errors may cause incorrect data or system failures

PRE-DISPUTE WAIVER AND RELEASE:

Client, on behalf of itself and its employees, hereby RELEASES, WAIVES, and FOREVER DISCHARGES Provider from any and all claims, demands, damages, or causes of action arising from:

• Service inaccuracies, errors, or failures
• False verification results (false positives or false negatives)
• GPS or location data inaccuracies
• Service unavailability or downtime
• Data loss or corruption
• Any use of the Service or reliance on data provided by the Service

Client expressly waives any rights under Section 25 of the Indian Contract Act, 1872 regarding agreements without consideration for this release.

10.8 Sole Remedy

Client's sole and exclusive remedy for any dispute, claim, or dissatisfaction with the Service is to terminate the Service and cease use. Client waives all other remedies, including but not limited to damages, injunctions, or specific performance.

11. Indemnification

11.1 Client Indemnifies Provider (Broad Protection)

CLIENT AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Provider, its officers, directors, employees, agents, contractors, and affiliates from ANY AND ALL claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees and court costs) arising from or related to:

• Client's use or misuse of the Service
• Client's violation of these Terms or any applicable law
• Client's violation of employee rights, privacy laws, or data protection laws
• ANY employment-related claims: wrongful termination, discrimination, harassment, retaliation, wage disputes, labor law violations
• Client's failure to obtain proper employee consent for biometric collection
• ANY claims related to facial recognition use, including bias, discrimination, or inaccuracy claims
• Client's misuse, misinterpretation, or reliance on attendance data
• ANY third-party claims: employees, contractors, unions, regulators, government authorities
• Client's breach of data protection obligations or failure to secure exported data
• Data breaches caused by Client's negligence, weak passwords, or credential sharing
• Claims arising from Client's failure to maintain required insurance
• ANY claims, demands, or lawsuits brought by Client's employees against Provider

This indemnification obligation survives termination of the Service and continues indefinitely.

Client shall reimburse Provider for all defense costs within 15 days of invoice, regardless of claim outcome.

11.2 Provider Indemnifies Client (Extremely Limited)

Provider will indemnify Client ONLY for direct third-party claims alleging that the Service, as provided by Provider, infringes a third party's Indian patent, copyright, or trademark, subject to ALL of the following conditions:

• Client provides written notice within 5 business days of receiving the claim
• Provider has sole and exclusive control of defense, settlement, and all decisions
• Client fully cooperates with Provider's defense at Client's own expense
• Maximum indemnity limited to liability cap in Section 10.3 (₹10,000 or 1-month fees, whichever lower)
• Claim does not arise from Client's modification of the Service or combination with third-party services

Provider shall have NO indemnification obligation for claims arising from Client's use, data, content, or actions.

11.3 Data Breach Liability Exclusion

Provider shall have ZERO liability for any data breach, unauthorized access, data loss, or security incident, regardless of cause, including:

• Breaches caused by cyberattacks, hacking, or third-party intrusions
• Breaches caused by Provider's negligence or security failures
• Breaches caused by cloud provider vulnerabilities or third-party failures
• Loss, theft, corruption, or unauthorized disclosure of biometric data, attendance records, or personal information
• Identity theft, fraud, or misuse of compromised data
• Regulatory fines, penalties, or legal costs arising from breaches
• Notification costs, credit monitoring costs, or remediation costs

Client acknowledges that data breaches are an inherent risk of internet-based services and expressly assumes all such risks. Client's insurance (Section 10.6) shall be the sole source of recovery for breach-related losses.

Client waives any claims against Provider under the Information Technology Act, 2000 and Digital Personal Data Protection Act, 2023 related to data breaches or security failures.

12. Termination

12.1 Termination by Client

• Client may terminate with 30 days' written notice
• No refund of prepaid fees
• Client must export data before termination (we provide 30-day data export window)

12.2 Termination by Provider

We may terminate immediately without refund if:

• Client breaches these Terms
• Client fails to pay invoices within 30 days
• Client engages in prohibited uses
• Client's use exposes us to legal liability
• Required by law or regulation

12.3 Effect of Termination

• Access to Service immediately revoked
• Client has 30 days to export all data via CSV download
• All data (biometric encodings, attendance records, location data) deleted within 30 days after export window (unless legal retention required for ongoing litigation or regulatory investigation)
• Client must cease all use of Service
• Sections 10 (Liability), 11 (Indemnification), and 15 (Governing Law) survive termination

13. Confidentiality

Both parties agree to maintain confidentiality of:

• Proprietary information and trade secrets
• Business terms and pricing
• Technical information and algorithms (Provider)
• Employee data (both parties)

Confidentiality obligations survive termination for 5 years.

14. Intellectual Property

• Provider retains all rights to SuperGrid software, algorithms, and branding
• Client receives limited, non-exclusive, non-transferable license to use Service
• Client may not reverse-engineer, copy, or create derivative works
• All improvements and updates remain Provider's property

15. Dispute Resolution and Governing Law

15.1 Governing Law

• These Terms are governed by the laws of India
• Applicable laws include Indian Contract Act, 1872; IT Act, 2000; and Digital Personal Data Protection Act, 2023

15.2 Jurisdiction

• Exclusive jurisdiction: Courts of Delhi, India

15.3 Mandatory Binding Arbitration

BY ACCEPTING THESE TERMS, CLIENT AGREES TO BINDING ARBITRATION AND WAIVES THE RIGHT TO COURT LITIGATION AND JURY TRIAL.

• Mandatory Arbitration: ALL disputes, claims, or controversies arising from or relating to the Service, these Terms, or the relationship between parties SHALL be resolved exclusively through binding arbitration
• No Court Litigation: Client waives the right to file lawsuits in court, except for claims seeking injunctive relief to protect intellectual property
• Arbitration Rules: Governed by the Arbitration and Conciliation Act, 1996
• Seat and Venue: Delhi, India (non-negotiable)
• Language: English only
• Number of Arbitrators: 1 sole arbitrator appointed by Provider (if parties cannot agree, Delhi High Court appoints)
• Arbitration Costs: Each party bears its own costs. Client bears 100% of arbitrator fees regardless of outcome.
• Discovery Limitations: No discovery permitted except exchange of documents directly relevant to claims
• Confidentiality: All arbitration proceedings and awards shall be confidential

15.4 Class Action Waiver and Individual Claims Only

CLIENT EXPRESSLY WAIVES ANY RIGHT TO:

• Class Actions: Participate in or bring class action lawsuits
• Collective Actions: Participate in collective, consolidated, or representative proceedings
• Multi-Party Claims: Join claims with other clients or third parties

ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. Client may not act as a class representative, private attorney general, or in any representative capacity.

If the class action waiver is found unenforceable, the entire arbitration agreement is void and disputes shall proceed in Delhi courts under Section 15.2.

15.5 Shortened Statute of Limitations

CRITICAL TIME LIMITS:

• 6-Month Claims Period: Any claim arising from the Service must be filed within 6 months of the event giving rise to the claim
• Strict Deadline: Claims not filed within 6 months are FOREVER BARRED, regardless of applicable law
• Discovery Rule Waived: The 6-month period begins when the event occurs, not when Client discovers the claim
• Continuing Violations: Each instance of alleged violation is a separate claim with its own 6-month deadline

Client expressly waives any longer statute of limitations under Indian law and agrees to the 6-month limitation period.

15.6 Injunctive Relief Waiver

Client waives any right to seek injunctive relief, specific performance, or equitable remedies. Client's sole remedy is termination of Service and, if applicable, the limited damages under Section 10.3.

16. Modifications to Terms

• We may modify these Terms with 30 days' notice via email
• Continued use after changes constitutes acceptance
• If you do not agree to changes, you must terminate your account
• Material changes affecting liability or pricing require explicit consent

17. Miscellaneous

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any signed Service Agreement, constitute the entire agreement between parties.

17.2 Severability

If any provision is found unenforceable, remaining provisions remain in full effect.

17.3 Waiver

Failure to enforce any right does not constitute a waiver of that right.

17.4 Assignment

• Client may not assign this agreement without written consent
• Provider may assign to affiliates or in connection with merger/acquisition

17.5 Notices

All notices must be in writing and sent to:

Provider: hello@neuralnetworki.ng
Client: Email address on file

17.6 Survival

Sections 10 (Liability), 11 (Indemnification), 13 (Confidentiality), 14 (IP), and 15 (Governing Law) survive termination.

18. Contact Information

For questions about these Terms:

NeuralNetworki.ng
Email: hello@neuralnetworki.ng
Phone: +91 87458 84947
Website: https://supergrid.app

This is a legally binding contract. Please retain a copy for your records.