Terms &
Conditions

These Terms govern all aspects of the sale, distribution, licensing, deployment, and usage of Pinaka ZTi Private Cloud Software. They apply to:

• All direct sales of Pinaka ZTi licences, support, and professional services by Pinakastra to End Customers.
• All indirect sales via authorised Channel Partners, Value-Added Resellers (VARs), and System Integrators operating under a valid Pinaka ZTi Channel Partner Agreement.
• Government and public-sector procurements including via the Government e-Marketplace (GeM) portal.
• Trial, proof-of-concept (PoC), and early-adopter deployments.

These Terms supplement and must be read alongside: (a) the applicable Order; (b) the Pinaka ZTi Channel Partnership Rules; (c) the Pinaka ZTi Platform Lifecycle Strategy; (d) the applicable SLA Schedule; and (e) the Pricing Schedule.

Subject to full payment and compliance with these Terms, Pinakastra grants Client a limited, non-exclusive, non-transferable, non-sublicenseable licence to deploy and use Pinaka ZTi on the number of CPU Sockets specified in the Order, within Client’s own private infrastructure.

Except as expressly permitted in writing by Pinakastra, Client shall not:

• Copy, reproduce, or create derivative works beyond operational backup needs.
• Decompile, disassemble, or reverse-engineer any proprietary components.
• Sublicense, sell, rent, lease, transfer, assign, or distribute the Licence without prior written consent.
• Remove or obscure any copyright notices, trademarks, or proprietary markings.
• Use Pinaka ZTi to provide managed or cloud bureau services to third parties without a specific MSP/CSP Addendum.
• Deploy Pinaka ZTi on sockets exceeding the licensed socket count without obtaining additional licences.

Pinaka ZTi is priced on a per-socket perpetual basis — a one-time payment per socket. Annual Support and Maintenance fees are separate. Renewal is optional but required to receive security patches, advisory updates, and new minor releases.

• Direct from Pinakastra via pinakastra.com, Partner Portal, or signed Order Form.
• Via an authorised Channel Partner or Value-Added Reseller holding a valid Pinaka ZTi Channel Partner Agreement.
• Via the Government e-Marketplace (GeM) for eligible government and public-sector entities.
• Via approved Distributors operating under a Pinaka ZTi Distribution Agreement.

Pinaka ZTi licences are available for deployment worldwide unless restricted by applicable export control laws or specific territory restrictions noted in an individual Order. Deployment in jurisdictions subject to OFAC or other applicable sanctions is prohibited.

Procurement via GeM is subject to applicable GeM terms in addition to these Terms. In the event of conflict, GeM terms shall prevail solely with respect to the procurement process; these Terms govern all licence and usage obligations.

• Market Pinaka ZTi accurately and only per approved Pinakastra marketing guidelines.
• Not make representations or warranties on behalf of Pinakastra beyond those set out in these Terms.
• Ensure all End Customer Orders are properly documented and forwarded to Pinakastra for licence registration.
• Complete mandatory Pinaka ZTi technical and sales certification programmes for the applicable tier.
• Maintain appropriate expertise to provide first-level support prior to escalation to Pinakastra.
• Not engage in predatory pricing that undermines the Pinaka ZTi ecosystem.

Channel Partners may register qualified opportunities via the Pinakastra Partner Portal. Registered deals receive deal protection for ninety (90) days, renewable upon demonstration of active progression.

Pinakastra may update the channel partner programme with thirty (30) days’ prior written notice. Changes do not apply retrospectively to existing confirmed Orders.

Orders must specify: Client legal name and registered address; Pinaka ZTi edition and socket count; preferred support tier; professional services requirements; billing currency and payment terms; and intended deployment geography.

An Order is binding upon Pinakastra only when Pinakastra issues a written Order Confirmation or commences licence provisioning. Following confirmation, licence keys or activation credentials will be issued within five (5) business days.

Access to Pinaka ZTi is subject to Pinakastra’s Acceptable Use Policy (AUP). Client and all Authorised Users shall not:

• Use Pinaka ZTi to develop or deploy applications that facilitate illegal activities or unauthorised access to third-party systems.
• Attempt to circumvent security controls, access controls, or audit mechanisms built into Pinaka ZTi.
• Deliberately introduce malicious code, backdoors, or known-vulnerable dependencies.
• Use Pinaka ZTi in a manner that violates applicable data protection laws, including the DPDPA 2023 (India) or GDPR where applicable.
• Share licence keys or activation credentials with unlicensed parties.

Client is solely responsible for ensuring its deployment configuration, network architecture, and security policies are appropriate for its workloads and regulatory obligations.

Pinakastra offers professional services including cloud architecture design, deployment, and team training. The standard Pinaka ZTi deployment engagement includes a 60-day structured programme covering:

• Infrastructure assessment and cloud readiness review
• Reference architecture design tailored to Client’s environment
• Pinaka ZTi deployment and configuration
• Integration with Client’s existing identity, storage, and networking infrastructure
• Administrator and operational team training
• Handover documentation and post-deployment health check

Professional services are priced separately and governed by a Statement of Work (SoW). Changes to agreed scope require a written Change Order signed by both parties.

• Quarterly Hygiene Patches: Aggregated patches for High and Medium CVEs released quarterly. Each quarterly patch is cumulative.
• Emergency Hotfixes: CVEs with CVSS ≥ 9.0 trigger an Emergency Protocol. Hotfixes are issued immediately, bypassing the standard quarterly window, published as P-SA advisories.
• Advisory Types: P-SA (security), P-BA (bug), P-EA (enhancement). Applying the latest Minor Release automatically incorporates all prior P-SAs and P-BAs.

Pinakastra ingests from: Debian Security Tracker, NIST National Vulnerability Database (NVD), and OpenStack Security Notes (OSSN). All patches are evaluated against Pinaka ZTi’s specific component set before inclusion.

Pinakastra will provide at least 48 hours’ advance notice of scheduled maintenance. Emergency maintenance may be conducted with shorter notice when required to address critical security vulnerabilities.

Pinakastra (and its licensors) retain all right, title, and interest — including all intellectual property rights — in and to Pinaka ZTi, associated documentation, trademarks (“Pinakastra”, “Pinaka ZTi”, and associated logos), and any derivative works. No rights are transferred beyond the limited licence expressly granted herein.

Pinaka ZTi is built on validated OpenStack and other open-source components licensed under their respective licences (listed in the Third Party Software Notice). In the event of conflict, open-source licence terms prevail solely with respect to the applicable open-source component.

Each party agrees to protect the other’s Confidential Information with at least the same degree of care it applies to its own confidential information, and in any event not less than reasonable care. Neither party shall disclose the other’s Confidential Information to any third party without prior written consent, except:

• To employees, contractors, or agents who need to know and are bound by equivalent confidentiality obligations.
• As required by law or court order, provided the disclosing party is promptly notified and given an opportunity to seek a protective order.

Client retains full control over data processed within its Pinaka ZTi deployment. Pinakastra, by design, does not have persistent access to Client Content. Where Pinakastra personnel access Client Content for support purposes, such access is strictly limited, time-bound, and logged.

Each party shall comply with all applicable data protection laws. Client is responsible for obtaining necessary consents and implementing appropriate technical and organisational security measures, including encryption, access controls, and backup procedures.

Pinakastra collects limited operational telemetry (licence usage, version information) for licence compliance and product improvement, only where Client has opted in. No Client Content or personally identifiable information is collected without explicit consent.

Pinaka ZTi fees comprise: (a) a one-time perpetual licence fee per socket; (b) an annual Support and Maintenance fee; and (c) professional services fees as applicable per the applicable Pricing Schedule or Order.

Unless otherwise specified: (a) licence fees are due within thirty (30) days of invoice; (b) annual support fees are due at the commencement of each support year; (c) professional services are invoiced on milestones or monthly in arrears per the SoW. All payments shall be by electronic funds transfer.

All fees are exclusive of applicable taxes including GST, service tax, withholding tax, or any other statutory levy. Client is responsible for all taxes applicable to the transaction, except taxes on Pinakastra’s net income.

Amounts not paid by the due date accrue interest at 1.5% per month or the maximum permitted by applicable law from the due date until paid. Pinakastra reserves the right to suspend support services for accounts with overdue balances exceeding thirty (30) days.

If Client disputes an invoice in good faith, it must pay all undisputed amounts by the due date and notify Pinakastra in writing of the disputed portion within fifteen (15) days of receipt.

Pinakastra may adjust list prices with thirty (30) days’ notice. Partner discount percentages are fixed for the term of a Partner Agreement. Existing confirmed Orders are not affected by list price changes.

Pinaka ZTi support response SLAs are set out in the Support Tier table in Section 9.1 and the applicable SLA Schedule. Service Level Credits are the exclusive remedy for SLA failures.

To claim a Service Level Credit, Client must submit a written request to support@pinakastra.com within seven (7) days of the triggering event. Credits may only be applied against future support invoices and may not be redeemed for cash. Accumulated unused credits expire ninety (90) days after the quarter in which they were earned.

Pinakastra shall defend and indemnify Client against third-party claims alleging that Pinaka ZTi, when used as authorised, infringes the intellectual property rights of a third party — subject to: (a) prompt written notice; (b) Pinakastra having sole control of the defence; and (c) Client’s reasonable cooperation.

Client shall defend and indemnify Pinakastra against third-party claims arising from: (a) Client Content; (b) Client’s breach of these Terms; (c) Client’s violation of applicable law; or (d) Client’s use of Pinaka ZTi beyond the scope of the licence.

Pinakastra’s indemnification does not apply to claims arising from: modifications not made by Pinakastra; combination with Client-provided components; use contrary to documentation; or continued use after notice of infringement.

16.2 Each party’s aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Pinakastra in the twelve (12) months preceding the event giving rise to the claim.

16.3 The limitations in this Section do not apply to: (a) indemnification obligations under Section 15; (b) death or personal injury caused by negligence; (c) fraud or fraudulent misrepresentation; or (d) Client’s breach of the licence restrictions in Section 3.3.

Pinakastra may suspend access to support services and licence updates if: (a) Client is in material breach and has not cured within fifteen (15) days of notice; (b) an invoice is overdue by more than thirty (30) days; or (c) suspension is required to prevent harm to Pinakastra’s infrastructure.

Either party may terminate upon fifteen (15) days’ written notice for material breach not cured within the notice period. Pinakastra may terminate immediately if Client breaches the licence restrictions in Section 3.3 or the Acceptable Use Policy.

Upon termination: (a) all licences cease; (b) all outstanding invoices become immediately due; (c) each party shall return or destroy the other’s Confidential Information. Perpetual licences already paid for are not revoked by Pinakastra terminating support, unless the licence itself is terminated for Client’s breach.

Pinakastra warrants that Pinaka ZTi will perform materially in accordance with the applicable Product Documentation for the support term. Each party warrants that it has the authority to enter into the Agreement and its performance does not violate any other obligation.

• 19.1 Entire Agreement. These Terms, together with the applicable Order, SLA Schedule, Pricing Schedule, and Channel Partner Agreement, constitute the entire agreement and supersede all prior understandings.
• 19.2 Amendments. Pinakastra may update these Terms with thirty (30) days’ notice. Continued use after the notice period constitutes acceptance.
• 19.3 Assignment. Neither party may assign without the other’s prior written consent, except that Pinakastra may assign in connection with a merger, acquisition, or sale of substantially all of its assets.
• 19.4 Force Majeure. Neither party is liable for delay or failure due to a Force Majeure Event. The affected party shall notify the other promptly and mitigate the impact.
• 19.5 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.
• 19.6 Waiver. No waiver of any breach shall constitute a waiver of any subsequent breach. All waivers must be in writing.
• 19.7 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary; all other provisions remain in full force.
• 19.8 Notices. Notices shall be in writing and sent by email (with read receipt) or registered post to the addresses specified in the Order. Notices to Pinakastra: cloud@pinakastra.com.
• 19.9 Marketing Reference. Client consents to Pinakastra referencing Client’s name in marketing materials and case studies unless Client provides written objection within thirty (30) days of the Effective Date.

This Agreement is governed by the laws of India. Any dispute shall first be referred to senior representatives of both parties for good-faith negotiation. If not resolved within thirty (30) days of written notice, the dispute shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 (India).

The courts of Bengaluru, Karnataka shall have exclusive jurisdiction for matters not subject to arbitration and for enforcement of arbitral awards. Nothing in this Section prevents either party from seeking urgent interim relief from a court of competent jurisdiction.