Terms of Service

PREAMBLE

These Terms of Service ("Agreement" or "Terms") constitute a legally binding contract between you ("Client," "User," or "you") and Eregion Technologies ("Company," "we," "us," or "our"), a technology company registered and operating under the laws of the Islamic Republic of Pakistan, with its principal place of business in Islamabad, Pakistan.

By accessing, registering for, or using any products, platforms, application programming interfaces (APIs), software, or professional services offered by Eregion Technologies (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have full authority to bind that entity.

If you do not agree to these Terms in their entirety, you must immediately discontinue all access to and use of the Services.

1. DEFINITIONS

For the purposes of this Agreement, the following definitions apply:

• "Services" means all technology solutions, artificial intelligence tools, software products, consulting engagements, managed services, APIs, platforms, and deliverables provided by Eregion Technologies under any statement of work, order form, or service agreement.
• "Client Data" means any data, content, files, or information submitted by you to the Services, including datasets used to train, fine-tune, or evaluate any AI model under a specific engagement.
• "Output" means any result, report, recommendation, code, analysis, or content generated by the Services in response to Client Data or instructions.
• "Authorized User" means an individual employee, contractor, or agent of Client who is permitted by Client to access the Services under Client's account.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other proprietary rights recognized under applicable law.
• "Confidential Information" has the meaning ascribed in Section 9 of this Agreement.
• "Applicable Law" means the laws of the Islamic Republic of Pakistan and, to the extent applicable, the laws of any jurisdiction in which Client operates or accesses the Services.

2. ACCEPTANCE AND ELIGIBILITY

2.1 Eligibility

You must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater, to use the Services. By accepting these Terms, you represent and warrant that you meet this requirement.

2.2 Organizational Use

Where the Services are used by an organization, the individual accepting these Terms represents that they are duly authorized to act on behalf of that organization and to bind it to this Agreement. The organization shall be responsible for all actions taken by its Authorized Users.

2.3 Modifications to Terms

Eregion Technologies reserves the right to modify these Terms at any time. We will provide notice of material changes by posting updated Terms on our website or via direct communication to registered users. Continued use of the Services following such notice constitutes acceptance of the revised Terms. If you do not agree to the modified Terms, you must cease using the Services.

3. SERVICES AND DELIVERABLES

3.1 Scope of Services

Eregion Technologies provides a range of technology solutions including but not limited to: custom artificial intelligence and machine learning systems, data engineering and analytics platforms, software development and integration services, cloud infrastructure design and management, cybersecurity consulting, and enterprise digital transformation engagements. The specific services applicable to each Client shall be set forth in a Statement of Work ("SOW"), Order Form, or other written agreement.

3.2 Service Availability

While Eregion Technologies endeavors to maintain continuous availability of its hosted Services, we do not warrant uninterrupted access. Scheduled and emergency maintenance, force majeure events, and third-party infrastructure disruptions may result in temporary unavailability. We will make commercially reasonable efforts to provide advance notice of planned maintenance.

3.3 Changes to Services

Eregion Technologies reserves the right to modify, enhance, deprecate, or discontinue any feature or component of the Services with reasonable notice. For enterprise clients under active SOWs, material changes shall be communicated no fewer than thirty (30) calendar days in advance.

3.4 Beta and Preview Features

Certain features may be made available in beta or preview status. Such features are provided "as-is" without warranty and may be subject to additional terms. Eregion Technologies may discontinue beta features at any time without liability.

4. ACCOUNTS AND ACCESS

4.1 Account Registration

Access to certain Services requires account registration. You agree to provide accurate, complete, and current information and to keep such information updated. You are solely responsible for all activity occurring under your account.

4.2 Credentials and Security

You are responsible for maintaining the confidentiality of your account credentials. You must promptly notify Eregion Technologies of any suspected unauthorized access to or use of your account. Eregion Technologies shall not be liable for any loss or damage arising from unauthorized use of your credentials.

4.3 Authorized Users

Where applicable, you may provision access to Authorized Users within your account. You are responsible for ensuring that each Authorized User complies with these Terms and for revoking access when an individual is no longer authorized.

4.4 Suspension and Termination of Access

Eregion Technologies reserves the right to suspend or terminate your account or access to the Services, with or without prior notice, in the event of: (a) breach of these Terms; (b) suspected fraudulent, abusive, or illegal activity; (c) failure to pay amounts due; or (d) as otherwise required by Applicable Law.

5. ACCEPTABLE USE

5.1 Permitted Use

You may use the Services solely for lawful purposes and in accordance with these Terms, any applicable SOW, and Eregion Technologies' published guidelines. You agree not to use the Services in a manner that could damage, disable, or impair the Services or interfere with other users.

5.2 Prohibited Activities

You expressly agree not to, and will not permit any third party to:

• Use the Services for any unlawful purpose or in violation of any applicable local, national, or international law or regulation, including export control and sanctions laws;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of any software component of the Services;
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without express written authorization from Eregion Technologies;
• Transmit, upload, or process any data that infringes the Intellectual Property Rights, privacy rights, or other legal rights of any third party;
• Introduce malicious code, viruses, ransomware, or other harmful software into the Services or connected systems;
• Use the Services to develop a competing product or service, or to benchmark the Services for public disclosure without written consent;
• Engage in any automated scraping, crawling, or bulk extraction of data from the Services in a manner not expressly authorized;
• Attempt to gain unauthorized access to any part of the Services, related systems, or networks;
• Misrepresent your identity, affiliation, or intentions when using the Services;
• Use the Services to process, store, or transmit any data classified as national security information or information subject to special government handling requirements unless explicitly contracted for such purposes.

5.3 AI-Specific Use Restrictions

With respect to any artificial intelligence or machine learning functionality within the Services:

• Outputs generated by AI components are for informational and operational support purposes. Eregion Technologies does not guarantee the accuracy or completeness of AI-generated outputs, and you assume sole responsibility for decisions made based on such outputs.
• You shall not use AI outputs for autonomous high-stakes decision-making in life-critical systems without appropriate human oversight and independent validation.
• You shall not attempt to manipulate, poison, or adversarially exploit AI models through crafted inputs.

6. INTELLECTUAL PROPERTY

6.1 Ownership by Eregion Technologies

All Intellectual Property Rights in the Services, including underlying software, algorithms, models, architectures, documentation, trademarks, and proprietary methodologies, are and shall remain the exclusive property of Eregion Technologies or its licensors. No rights are granted to you except as expressly set forth herein.

6.2 License Grant

Subject to your compliance with these Terms and timely payment of applicable fees, Eregion Technologies grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of this Agreement.

6.3 Client Data Ownership

You retain all Intellectual Property Rights in your Client Data. By submitting Client Data to the Services, you grant Eregion Technologies a limited, non-exclusive, worldwide, royalty-free license to process, store, and use your Client Data solely to the extent necessary to provide and improve the Services, and in accordance with the Privacy Policy and any applicable Data Processing Agreement.

6.4 Deliverables

Unless otherwise specified in a signed SOW, deliverables created specifically for Client ("Custom Deliverables") shall be owned by Client upon full payment of all applicable fees. Eregion Technologies retains ownership of all underlying tools, frameworks, libraries, and pre-existing intellectual property incorporated into Custom Deliverables, and grants Client a non-exclusive license to use such components as embedded in the deliverables.

6.5 Feedback

If you provide feedback, suggestions, or recommendations regarding the Services, you grant Eregion Technologies an irrevocable, perpetual, royalty-free license to use, incorporate, and commercialize such feedback without restriction or compensation to you.

7. FEES, PAYMENT, AND BILLING

7.1 Fees

Fees for the Services shall be as set forth in the applicable Order Form, SOW, or pricing schedule. Eregion Technologies reserves the right to change its pricing with at least thirty (30) days' written notice to existing clients.

7.2 Payment Terms

Unless otherwise agreed in writing, invoices are due and payable within thirty (30) calendar days of the invoice date. All fees are quoted and payable in the currency specified in the applicable Order Form or SOW.

7.3 Taxes

All fees are exclusive of applicable taxes, duties, levies, and withholdings. You are responsible for paying all such taxes associated with your use of the Services, excluding taxes based on Eregion Technologies' net income.

7.4 Late Payment

Overdue amounts shall accrue interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by Applicable Law, whichever is lower, from the due date until the date of full payment. Eregion Technologies reserves the right to suspend Services for accounts with outstanding overdue balances.

7.5 Disputes

You must notify Eregion Technologies of any billing dispute in writing within fifteen (15) days of the invoice date, failing which the invoice shall be deemed accepted. Disputed amounts must be paid in full pending resolution of the dispute.

8. CONFIDENTIALITY

8.1 Definition

"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 reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, technical data, business plans, pricing, financial information, and Client Data.

8.2 Obligations

Each Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such information to any third party without the Disclosing Party's prior written consent; and (c) use the Confidential Information solely to fulfill its obligations or exercise its rights under this Agreement.

8.3 Exceptions

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by Applicable Law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order.

8.4 Duration

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years with respect to general Confidential Information, and indefinitely with respect to trade secrets.

9. DATA PROTECTION AND PRIVACY

Eregion Technologies processes personal data in accordance with its Privacy Policy, which is incorporated herein by reference. Where applicable, the parties shall enter into a Data Processing Agreement ("DPA") governing the processing of personal data subject to the EU General Data Protection Regulation (GDPR), the Pakistan Personal Data Protection Act (PDPA), or other applicable data protection legislation.

Eregion Technologies implements industry-standard technical and organizational security measures to protect Client Data against unauthorized access, loss, and disclosure. Specific security commitments applicable to enterprise engagements shall be set forth in the applicable SOW or DPA.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranties

Each party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) the execution and performance of this Agreement does not violate any applicable law or third-party obligation; and (c) it will comply with all applicable laws and regulations in connection with its obligations hereunder.

10.2 Service Warranties

Eregion Technologies warrants that: (a) the Services will perform materially in accordance with applicable documentation during the subscription term; and (b) it will implement reasonable security measures to protect Client Data.

10.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EREGION TECHNOLOGIES EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OF AI-GENERATED OUTPUTS, TITLE, AND NON-INFRINGEMENT. EREGION TECHNOLOGIES DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EREGION TECHNOLOGIES OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF EREGION TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EREGION TECHNOLOGIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO EREGION TECHNOLOGIES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY.

11.3 Exceptions

The limitations set forth in this Section shall not apply to: (a) liability for gross negligence or willful misconduct; (b) breaches of confidentiality obligations; (c) infringement of Intellectual Property Rights; or (d) liability that cannot be limited under Applicable Law.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Eregion Technologies and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your Client Data, including any claim that such data infringes the rights of a third party; (c) your violation of Applicable Law; or (d) any dispute between you and a third party arising from the use of the Services.

Eregion Technologies reserves the right to assume exclusive control of any matter subject to indemnification, in which case you agree to cooperate fully at your expense.

13. TERM AND TERMINATION

13.1 Term

This Agreement commences on the date you first accept these Terms and continues until terminated in accordance with this Section.

13.2 Termination for Convenience

Either party may terminate this Agreement or any SOW by providing thirty (30) days' written notice to the other party, unless a longer notice period is specified in the applicable SOW.

13.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) ceases to conduct business in the ordinary course.

13.4 Effect of Termination

Upon termination: (a) all licenses granted hereunder immediately terminate; (b) you must cease all use of the Services; (c) each party shall promptly return or destroy the other party's Confidential Information; and (d) any provisions that by their nature should survive shall survive, including Sections 6, 8, 9, 10, 11, 12, 14, and 15.

13.5 Data Retrieval

Following termination, Client may request export of Client Data within fifteen (15) days. After such a period, Eregion Technologies may delete Client Data, subject to applicable legal retention requirements.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to its conflict of law principles. For international clients, mandatory consumer protection laws of Client's jurisdiction shall not be displaced.

14.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, the parties agree to first attempt resolution through good-faith negotiation for a period of thirty (30) days following written notice.

14.3 Arbitration

If negotiation fails, the dispute shall be finally resolved by binding arbitration conducted in Islamabad, Pakistan, under the rules of the Pakistan International Arbitration Centre (PIAC) or such other arbitral body as the parties may agree. The arbitration shall be conducted in the English language. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

14.4 Jurisdiction

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Islamabad, Pakistan, to prevent irreparable harm pending the outcome of arbitration.

14.5 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

15. COMPLIANCE AND EXPORT CONTROLS

Each party shall comply with all applicable export control laws and regulations, including those of the United States, the European Union, and any other jurisdiction relevant to the Services or Client operations. You represent and warrant that you are not located in, or acting on behalf of, any entity or individual subject to applicable economic sanctions or trade embargoes. Eregion Technologies reserves the right to refuse or suspend Services where required by export control or sanctions compliance obligations.

16. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, civil unrest, cyberattacks by state actors, power outages, or internet infrastructure failures. The affected party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact of such events.

17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, together with all applicable SOWs, Order Forms, and any DPA, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, agreements, or understandings, whether written or oral.

17.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable.

17.3 Waiver

No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

17.4 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without Eregion Technologies' prior written consent. Eregion Technologies may assign this Agreement in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void.

17.5 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmed receipt, or by courier to the address on record. Notices to Eregion Technologies should be directed to: info.eregion@gmail.com.

17.6 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency between the parties.

17.7 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies upon any third party.

17.8 Headings

Section headings are for reference purposes only and shall not affect the interpretation of this Agreement.

18. CONTACT INFORMATION

For legal inquiries, contractual matters, or questions regarding these Terms, please contact: