By accessing or using the RHA Axis website at rhaaxis.com (the "Website") or the Services, you ("Client", "Customer", "User", or "you") agree to these Terms.
For enterprise customers, these Terms should be read together with any applicable Master Services Agreement ("MSA"), Order Form, Statement of Work ("SOW"), Service Level Agreement ("SLA"), Data Processing Addendum ("DPA"), Proof of Value ("PoV") agreement, or other written agreement entered into between RHA Technologies and the applicable customer.
1. Acceptance of Terms
By accessing the Website, creating an account, using the Services, entering into an MSA, SOW, Order Form, PoV agreement, or otherwise using the RHA Axis platform, you agree to be bound by these Terms and any applicable contractual documents.
If you access or use the Services on behalf of an organization, including a shopping mall, retail chain, airport, hospitality group, property owner, property manager, or other commercial entity, you represent and warrant that you have the authority to bind that organization to the applicable agreement.
If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.
1.1 Enterprise Agreements
Where an executed MSA, SOW, Order Form, SLA, DPA, PoV agreement, or other written agreement exists between RHA Technologies and the Client, the terms of that agreement will govern the applicable Services.
In the event of a conflict, the applicable executed agreement will prevail over these Terms to the extent of the conflict.
2. Website and Platform Services
RHA Axis provides enterprise technology and analytics solutions that may include:
- Digital twin visualization of physical spaces;
- Footfall and visitor analytics;
- Heatmaps and spatial analytics;
- Retail and tenant performance analytics;
- Dashboard and reporting functionality;
- Predictive analytics and forecasting;
- Alerts and notifications;
- Data integrations and APIs;
- Enterprise identity and access management;
- Cloud-hosted software services; and
- Other features and functionality described in an applicable Order Form or SOW.
The specific Services available to a Client will depend on the applicable subscription, Order Form, SOW, PoV agreement, or other commercial arrangement.
RHA Technologies may modify, enhance, replace, or discontinue individual features from time to time, provided that such changes do not materially reduce the core functionality of a paid Service during the applicable subscription period, except where required for security, legal, regulatory, or technical reasons.
3. Proof of Value and Evaluation Deployments
RHA Axis may offer Proof of Value ("PoV"), pilot, demonstration, evaluation, or trial deployments.
Unless otherwise agreed in writing:
- •PoV deployments are provided for a defined evaluation period;
- •Evaluation criteria, scope, locations, data sources, integrations, and deliverables will be agreed between the parties;
- •PoV access may be limited in functionality, users, locations, data volume, or duration;
- •PoV environments are provided for evaluation purposes and may not be used as production environments;
- •At the conclusion of the PoV, access may be suspended or terminated; and
- •Continued production use requires an applicable subscription, Order Form, or other commercial agreement.
Unless expressly agreed otherwise, PoV services do not constitute a commitment by RHA Technologies to achieve a particular commercial, financial, operational, footfall, conversion, or revenue outcome.
4. Enterprise Accounts and Access
Access to certain Services requires an enterprise account. The Client is responsible for:
- Providing accurate account and organizational information;
- Maintaining the confidentiality of account credentials;
- Ensuring that users are appropriately authorized;
- Ensuring that each individual user has an appropriately assigned account;
- Protecting API keys, authentication tokens, credentials, and other access mechanisms;
- Promptly disabling access for users who are no longer authorized; and
- Promptly notifying RHA Technologies of suspected unauthorized access or security incidents.
RHA Axis may support enterprise authentication mechanisms including Single Sign-On ("SSO"), SAML, Microsoft Entra ID, or other identity providers supported by the Services.
The Client remains responsible for its identity provider, user directory, authentication policies, and authorization decisions except to the extent expressly agreed otherwise.
5. Acceptable Use
You may use the Services only for lawful business purposes and in accordance with these Terms, applicable agreements, and applicable law.
5.1 Platform Restrictions
You must not:
- Reverse-engineer, decompile, disassemble, or attempt to derive the source code, algorithms, models, or underlying technology of the Services;
- Circumvent authentication, security controls, rate limits, role-based permissions, license restrictions, or other technical safeguards;
- Attempt to gain unauthorized access to another customer account, environment, system, or data;
- Interfere with the availability, integrity, or performance of the Services;
- Introduce malicious code, malware, viruses, or other harmful material;
- Use the Services to develop a competing product or service, except where expressly permitted in writing;
- Copy, reproduce, distribute, lease, sublicense, resell, white-label, or commercially exploit the Services except as expressly authorized;
- Use automated mechanisms to extract or scrape platform data except through authorized APIs or functionality;
- Share account credentials between individuals where individual accounts are required; or
- Use the Services in a manner that violates applicable law or regulation.
5.2 Personal Data, Biometric Data and Surveillance
Unless expressly agreed in writing and supported by the applicable Services, the Client must not use RHA Axis to:
- •Identify individuals through facial recognition;
- •Create individual-level surveillance databases;
- •Process biometric information for unauthorized identification;
- •Create unlawful profiles of individuals;
- •Track individuals for purposes prohibited by applicable law; or
- •Process personal data in a manner inconsistent with applicable privacy or data-protection requirements.
Where the Services process camera-derived, sensor-derived, device-derived, or other potentially personal information, the Client is responsible for ensuring that the collection and use of such information is lawful and appropriately disclosed or authorized.
6. Intellectual Property
6.1 RHA Technologies Intellectual Property
RHA Technologies and its licensors retain all right, title, and interest in and to:
- The RHA Axis software platform;
- Digital twin technology and rendering engines;
- Software architecture and source code;
- Machine learning and artificial intelligence models and algorithms;
- Analytics methodologies;
- User interfaces and designs;
- Documentation;
- APIs and integration technology;
- Platform configurations and technical frameworks;
- Trademarks, logos, names, and branding; and
- All improvements, modifications, enhancements, and derivative works of the foregoing.
Nothing in these Terms transfers ownership of RHA Technologies' intellectual property to the Client.
6.2 Client License
Subject to payment of applicable fees and compliance with these Terms, RHA Technologies grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription period to access and use the Services solely for the Client's internal business purposes.
6.3 Client Materials
The Client retains ownership of data, information, documents, records, content, and other materials supplied by or on behalf of the Client ("Client Data").
The Client grants RHA Technologies a limited license to host, store, copy, transmit, process, analyze, and otherwise use Client Data as reasonably necessary to:
- Provide the Services;
- Operate and maintain the platform;
- Provide technical support;
- Monitor and secure the Services;
- Prevent fraud or misuse;
- Comply with applicable law; and
- Perform the obligations set out in the applicable agreement.
6.4 Aggregated and De-identified Data
RHA Technologies may generate and use aggregated, statistical, or de-identified information derived from use of the Services, provided that such information does not reasonably identify the Client, an individual, or confidential Client Data.
Such information may be used for analytics, benchmarking, service improvement, product development, research, security, and operational purposes.
7. Data Protection and Privacy
RHA Technologies takes data protection and privacy seriously.
The collection and processing of personal data through the Website is governed by the RHA Axis Privacy Policy.
Where RHA Technologies processes personal data on behalf of a Client in connection with the Services, the parties may enter into a Data Processing Addendum ("DPA") or equivalent contractual data-protection terms.
The Client is responsible for:
- Ensuring that it has an appropriate legal basis and necessary permissions to provide Client Data to RHA Technologies;
- Providing required notices and disclosures to individuals where applicable;
- Configuring the Services appropriately for its intended use;
- Complying with applicable privacy and data-protection laws; and
- Providing RHA Technologies with reasonable instructions necessary to perform the Services.
RHA Technologies will process Client Data in accordance with the applicable agreement, DPA, and applicable law.
Nothing in these Terms requires either party to process personal data in violation of applicable law.
8. Data Security
RHA Technologies maintains commercially reasonable technical and organizational safeguards designed to protect the Services and Client Data against unauthorized access, alteration, disclosure, destruction, or loss.
Depending on the applicable Service and subscription, security controls may include:
Specific security commitments, controls, audit rights, security standards, incident-management obligations, or compliance requirements may be set out in an applicable SLA, DPA, security addendum, or other written agreement.
The Client is responsible for maintaining appropriate security controls within its own environment, including endpoint security, identity management, user access, network configuration, and credentials.
The Client should promptly notify RHA Technologies at security@rhatechnologies.com if it becomes aware of unauthorized access to the Services or a suspected security vulnerability affecting RHA Axis.
9. Confidentiality
Each party may receive confidential or proprietary information from the other party in connection with the Services ("Confidential Information").
Confidential Information may include:
- Business plans;
- Pricing and commercial information;
- Customer and tenant information;
- Sales and revenue information;
- Property and architectural information;
- Technical information;
- Security information;
- Product roadmaps;
- Non-public analytics;
- Credentials and authentication information; and
- Other information that reasonably should be understood to be confidential.
Each party agrees to:
- Protect the other's Confidential Information using reasonable care;
- Use Confidential Information only for purposes of performing or receiving the Services; and
- Disclose Confidential Information only to personnel, professional advisers, contractors, or service providers who have a legitimate need to know and are bound by confidentiality obligations.
Confidentiality obligations do not apply to information that:
- Is publicly available without breach of these Terms;
- Was lawfully known before disclosure;
- Is independently developed without use of Confidential Information; or
- Is lawfully obtained from a third party without confidentiality restrictions.
Where disclosure is required by law, the receiving party may disclose the information to the extent legally required and, where legally permitted, will provide reasonable advance notice.
Confidentiality obligations survive termination of the applicable agreement.
10. Artificial Intelligence and Analytics
RHA Axis may provide artificial intelligence, machine learning, predictive analytics, forecasting, recommendations, classifications, estimates, or other analytical outputs ("AI Outputs").
AI Outputs are probabilistic and may contain inaccuracies, omissions, or errors. The quality of AI Outputs may depend on:
- Data quality;
- Data completeness;
- Historical patterns;
- System configuration;
- Third-party data;
- Sensor or telemetry accuracy;
- Changes in customer or market behavior; and
- Other factors outside RHA Technologies' reasonable control.
AI Outputs are provided for business intelligence and decision-support purposes and do not constitute guarantees of future results. The Client remains responsible for independently evaluating AI Outputs before making material financial, commercial, operational, safety, employment, legal, or other consequential decisions.
RHA Technologies does not guarantee that any forecast, prediction, recommendation, footfall estimate, conversion estimate, revenue estimate, or other AI Output will be accurate or achieve a particular outcome.
11. Third-Party Services and Integrations
The Services may integrate with or depend upon third-party platforms, APIs, cloud infrastructure, identity providers, data sources, mapping services, artificial intelligence providers, analytics services, payment providers, or other third-party technologies ("Third-Party Services").
Third-Party Services may be subject to separate terms and privacy policies.
RHA Technologies is not responsible for the availability, performance, security, accuracy, or functionality of Third-Party Services except to the extent expressly agreed in writing.
Where a Third-Party Service is required for functionality requested by the Client, the Client may be responsible for maintaining the applicable account, authorization, subscription, or integration.
12. Availability and Service Levels
RHA Technologies will use commercially reasonable efforts to maintain the availability of the Services.
Specific uptime commitments, maintenance windows, support response times, service credits, recovery objectives, or other service-level commitments apply only where expressly stated in an applicable SLA or Order Form.
RHA Technologies may perform scheduled maintenance, upgrades, security updates, or emergency maintenance from time to time.
Temporary interruptions may occur due to circumstances including maintenance, infrastructure failures, telecommunications failures, security incidents, Third-Party Services, or events beyond RHA Technologies' reasonable control.
13. Fees and Payment
Where Services are provided on a paid basis, fees, billing arrangements, payment terms, taxes, subscription periods, usage limits, and renewal provisions will be specified in the applicable Order Form, SOW, MSA, or other commercial agreement.
Unless otherwise agreed in writing, fees are non-refundable except where required by applicable law or expressly stated in the applicable agreement.
The Client is responsible for applicable taxes, duties, levies, or governmental charges associated with its purchase of the Services, excluding taxes imposed on RHA Technologies' income.
14. Suspension
RHA Technologies may suspend or restrict access to the Services where reasonably necessary to:
- Protect the security or integrity of the Services;
- Prevent unauthorized access;
- Prevent unlawful or abusive use;
- Address a material security threat;
- Comply with applicable law or a lawful governmental request;
- Protect other customers or the RHA Axis infrastructure; or
- Address material non-payment where permitted under the applicable agreement.
Where reasonably practicable, RHA Technologies will provide notice before suspension and will work to restore access once the underlying issue has been resolved.
15. Term and Termination
These Terms apply while you access or use the Website or Services.
Enterprise subscriptions and other commercial engagements continue for the period specified in the applicable Order Form, MSA, SOW, PoV agreement, or other applicable contract.
Unless otherwise provided in the applicable agreement, either party may terminate an agreement for material breach if the breach is not cured within thirty (30) days after written notice.
RHA Technologies may terminate or suspend access immediately where required by law or where continued access presents a material security, legal, or operational risk.
Upon termination:
- The Client's right to access the applicable Services will cease;
- Outstanding payment obligations will remain due;
- Each party will return or destroy Confidential Information where required;
- Client Data will be handled in accordance with the applicable agreement, DPA, and RHA Technologies' applicable retention policies; and
- RHA Technologies may delete Client Data following the applicable retention period, subject to legal or contractual retention requirements.
Where technically and contractually applicable, RHA Technologies may provide reasonable assistance for Client Data export following termination.
16. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN AN APPLICABLE ENTERPRISE AGREEMENT OR SLA, THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
RHA TECHNOLOGIES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION, TO THE EXTENT PERMITTED BY LAW.
RHA TECHNOLOGIES DOES NOT WARRANT THAT:
- THE SERVICES WILL ALWAYS BE AVAILABLE;
- THE SERVICES WILL BE COMPLETELY ERROR-FREE;
- ANALYTICS OR AI OUTPUTS WILL ALWAYS BE ACCURATE;
- THE SERVICES WILL ACHIEVE A PARTICULAR BUSINESS RESULT;
- THE SERVICES WILL MEET EVERY CUSTOMER REQUIREMENT; OR
- DATA OR THIRD-PARTY SERVICES WILL ALWAYS BE COMPLETE, CURRENT, OR AVAILABLE.
Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded under applicable law.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SERVICES.
SUBJECT TO THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RHA TECHNOLOGIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY THE CLIENT TO RHA TECHNOLOGIES UNDER THE APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The foregoing limitations will not apply to liability that cannot legally be limited or excluded under applicable law.
Where an executed enterprise agreement establishes different liability caps or specific exclusions or carve-outs, that agreement will govern.
18. Indemnification
Where expressly provided in an applicable MSA, Order Form, or other written agreement, each party may be required to indemnify the other against specified third-party claims arising from:
- Breach of the applicable agreement;
- Violation of applicable law;
- Infringement of intellectual property rights;
- Unauthorized use of Client Data; or
- Fraud, willful misconduct, or other specifically identified matters.
Any indemnification obligations will be governed by the applicable enterprise agreement.
19. Force Majeure
Neither party will be responsible for failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, governmental action, power failures, telecommunications failures, internet disruptions, labor disputes, major infrastructure failures, or other similar events.
Force majeure does not excuse payment obligations for Services already provided.
20. Changes to These Terms
RHA Technologies may update these Terms from time to time.
For Website users, updated Terms become effective when published on the Website unless a later effective date is specified.
For enterprise customers with an executed agreement, changes to these Terms will not override or modify negotiated contractual provisions unless expressly agreed in accordance with the applicable agreement.
The "Last Updated" date at the beginning of these Terms indicates when the Terms were most recently revised.
21. Governing Law and Jurisdiction
These Terms and any dispute arising out of or relating to them will be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.
Subject to any dispute-resolution procedure contained in an applicable MSA or other executed agreement, the courts having competent jurisdiction in New Delhi, India will have exclusive jurisdiction over disputes arising out of or relating to these Terms.
The parties will, where commercially appropriate, first attempt in good faith to resolve material disputes through discussions between authorized representatives or senior executives before commencing formal proceedings, subject to any dispute-resolution mechanism agreed in an applicable enterprise agreement.
22. Notices
Legal notices relating to these Terms should be sent to:
Sector 21, Dwarka
New Delhi - 110077
India
Notices will be considered effective when delivered in accordance with the applicable agreement or, where no specific mechanism is agreed, upon confirmed receipt.
23. General Provisions
- If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
- Failure to enforce any provision does not constitute a waiver of that provision.
- The Client may not assign or transfer its rights or obligations under these Terms without RHA Technologies' prior written consent, except where permitted under an applicable enterprise agreement.
- RHA Technologies may assign these Terms in connection with a merger, acquisition, corporate restructuring, sale of substantially all assets, or similar transaction.
- These Terms, together with applicable enterprise agreements and policies referenced herein, constitute the agreement governing use of the applicable Services.
- Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
24. Contact
For questions about these Terms, contractual matters, or legal notices:
Sector 21, Dwarka
New Delhi - 110077
India