Terms of Service

1. Definitions and Interpretation

In these Terms, the following capitalized terms shall have the meanings ascribed to them below:

• "Platform" or "Service" refers to the tdscity.com cloud-based Enterprise Resource Planning (ERP) software, including the Real Estate CRM, Multi-Level Marketing (MLM) tracking engine, Facility Management (FMC) tools, and all associated APIs.
• "Company", "We", "Us", or "Our" refers to the corporate entity owning and operating tdscity.com.
• "Client", "You", or "Your" refers to the business entity, real estate developer, broker, or agency subscribing to the Platform.
• "End-User" refers to any individual authorized by the Client to access the Platform, including the Client's administrative employees, sales agents, network associates, and property buyers.
• "Client Data" refers to electronic data and information submitted by or for the Client to the Services, including financial ledgers, property inventory, KYC documents, and agent network structures.

2. Provision of the Software as a Service (SaaS)

2.1 License Grant: Subject to your continuous compliance with these Terms and payment of all applicable subscription fees, We grant You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business operations during the subscription term.

2.2 Multi-Tenant Architecture: You acknowledge that the Platform operates on a multi-tenant cloud architecture. While your Client Data is logically isolated via proprietary Company Session IDs, you share underlying technological infrastructure with other Clients. We guarantee that strict cryptographic boundaries prevent cross-tenant data access.

2.3 Restrictions on Use: You shall not, and shall not permit any End-User to:

• (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• (b) resell, sublicense, lease, time-share, or otherwise make the Platform available to any third party other than authorized End-Users;
• (c) use the Platform to store or transmit infringing, libelous, or otherwise unlawful material; or
• (d) attempt to bypass or disable any security features, including the Anti-Tamper Financial Locks built into the property pricing engines.

3. Client Responsibilities and Account Security

3.1 Role-Based Access Control (RBAC) Liability: The Platform provides advanced Role-Based Access Control allowing You to restrict employee access. You are solely responsible for configuring these permissions. We shall bear no liability for financial losses, data breaches, or unauthorized property discounts resulting from your failure to properly restrict administrative access to your employees.

3.2 Credential Security: You are responsible for all activities that occur under your Client account. You must immediately notify Us of any unauthorized use of any password or account or any other known or suspected breach of security.

4. Specific Module Legal Disclaimers

Because the Platform facilitates complex business operations, You explicitly agree to the following limitations regarding specific software modules:

4.1 Multi-Level Marketing (MLM) and Commission Engine: The Platform provides a mathematical tracking tool capable of calculating up to 10-level deep network marketing commissions. We do not endorse, validate, or guarantee the legality of your specific MLM business model. You are solely responsible for ensuring your commission structures comply with local laws (such as the Prize Chits and Money Circulation Schemes (Banning) Act in India, or FTC regulations). We are not liable for disputes between You and your sales agents regarding calculated payouts, rank promotions, or physical award distributions.

4.2 Financial Ledgers, Receipts, and Taxes (TDS): The Platform provides tools to log payments, track EMI schedules, and calculate Tax Deducted at Source (TDS). The Platform is an accounting tool, not a financial institution. We do not hold, transfer, or process real funds associated with property sales. You remain entirely responsible for the actual collection of property funds, the physical deposit of TDS to government authorities, and the filing of legally accurate tax returns. Our system-generated "Self-Billed Invoices" and TDS reports are for your convenience and must be independently verified by your Chartered Accountant.

4.3 Real Estate Inventory and Government Registry: The Platform allows you to track property possession and record Government Registry numbers. We are not a party to any real estate transaction. We bear no liability for double-booking disputes arising from manual overrides by your staff, disputes over physical plot dimensions, or legal challenges regarding the validity of the "Possession Agreements" generated by our system.

5. Subscription Fees, Billing, and Refunds

5.1 Payment Terms: Access to the Platform requires payment of subscription fees. Fees are billed in advance on a monthly or annual basis, depending on your selected plan. All fees are non-refundable except as explicitly stated in our 14-Day Money-Back Guarantee. All subscription fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, such as GST, which shall be added to the fee at the prevailing rate.

5.2 14-Day Money-Back Guarantee: New Clients may cancel their subscription within the first fourteen (14) days of their initial paid term for a full refund. This guarantee applies only to standard software licensing fees and does not cover custom API development, white-labeling services, or hands-on data migration labor provided by our team.

5.3 Suspension for Non-Payment: If your account falls into arrears, We reserve the right to suspend your access to the Platform. Upon suspension, your automated Cron Jobs (such as payment reminders and late-fee calculations) will cease functioning. We will not be liable for any lost revenue resulting from a suspension due to non-payment.

6. Data Ownership and Post-Termination Wipes

6.1 Your Data Belongs to You: You retain all right, title, and interest in and to your Client Data. We claim no ownership over your property inventory, client lists, or financial ledgers.

6.2 The Data Deprecation Protocol: Upon termination or cancellation of your subscription, You will have a thirty (30) day grace period to export your Client Data via our built-in CSV/Excel tools. After 30 days, We reserve the right to permanently and irreversibly delete all Client Data associated with your Company ID from our active servers to maintain data hygiene and security. We cannot recover your data once this wipe has been executed.

7. Intellectual Property Rights

We retain all right, title, and interest, including all intellectual property rights, in and to the Platform, its underlying source code, UI/UX designs, algorithms, databases, and automated background scripts (Cron Jobs). These Terms do not grant You any ownership rights in the Platform. The use of "tdscity.com" branding, logos, and trademarks is strictly prohibited without our prior written consent.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TDSCITY.COM, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, LOST REAL ESTATE SALES, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE.

Under no circumstances will Our total cumulative liability for all claims arising out of or relating to these Terms exceed the total amount paid by You to Us for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

9. Indemnification

You agree to defend, indemnify, and hold harmless tdscity.com from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or any applicable law.
• Any claims made by your End-Users, real estate buyers, or sales agents against Us regarding your business practices, unfulfilled property handovers, or unpaid MLM commissions.
• Your failure to comply with local real estate regulations (e.g., RERA) or tax laws.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in New Delhi, India, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

11. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.

12. Contact Us

If you have any questions or concerns about these Terms, your subscription, or our legal practices, please contact our Legal and Support Team at support@tdscity.com.