TERMS OF USE

Welcome to Fynd Kaily.ai!

The website https://www.kaily.ai, (“Website(s)”) including related mobile site, if any(collectively called “Platform”) are owned and operated by Shopsense Retail TechnologiesLimited ( “we”, “us”, “our” or “Company”), a company incorporated under the CompaniesAct, 1956.

The terms and conditions as set out hereinbelow (“Terms”) constitute a legally binding agreement between the Company and any natural or legal person, including anyindividual, entity, or organization, and their respective representatives, employees,agents, contractors, administrators, legal heirs, successors or permitted assigns, who directly or indirectly accesses, browses, access, creates an Account (defined hereinafter),interacts with, integrates with or otherwise uses the Platform in any manner, including through an Account, APIs, tools, integrations, or any current or future products, services,features, functionalities, offers, or Service(s) made available on or through the Platform(collectively referred as “you”, “your”, or “User”), as amended from time to time.

The Company owns and operates the Platform, which provides Users, with an advanced AI-driven solution that enables Users to create customized chatbots that facilitate customer engagement for its end-users (“Service(s)”).

By using or accessing the Platform, you agree to be bound by these Terms, together with allapplicable policies published on the Platform from time to time (collectively called as“Platform Policies”).

These Terms, along with Platform Policies, applicable schedules, addenda, annexures,statements of work (SOWs), standard operating procedures (SOPs), service levelagreement (SLA’s), order forms, or other written agreements executed or agreed betweenyou and the Company from time to time, governs your access and use of the Platform and collectively constitute a legally binding agreement between you and the Company (the“Agreement”).

If you do not agree with any of these Terms or Platform Policies, you must not access or usethe Platform. If you have any questions regarding the Terms, you may contact us at [email protected]. These Terms govern your access and use of the Platform and apply to alltransaction, services, and/or dealings between you and the Company in connection withthe Platform.

This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder, as amended from time to time. It is generated by a computer system and does not require any physical or digital signatures and is published in compliance with Rule 3(1) of the Information Technology (Intermediary Guidelines) Rules, 2011. 

Company and User are hereinafter individually referred to as “Party” and collectively as “Parties”.

1. GENERAL

By accepting this Agreement, you represent and warrant that you are 18 (Eighteen) years of age or above and have the legal capacity to enter and comply with this Agreement. If you are accessing or using the Platform under the age of 18 (Eighteen) years, you may do so only under the supervision of a parent or legal guardian who has reviewed and agreed to these Terms on your behalf. Company reserves the right to suspend or deactivate any Account used by a person under 18 (Eighteen) years without appropriate supervision. Further, if you are using the Service(s) on behalf of a company or organisation, you represent and warrant that you have authority to act and bind such entity, and that such entity agrees to be bound by these Terms.

Subject to the terms of this Agreement, you are grant you a limited, non-exclusive, revocable right to access and use the Platform solely for availing the Service(s).

2. MODIFICATIONS

Every time you wish to use the Platform, please check these Terms to ensure you understand the same. Further, please note that we reserve the right to either change the format and/or the content of the Platform or temporarily suspend the operation(s) of the Platform for support of maintenance work. We may be required to make changes that materially affect your use of Service(s) or your rights under these Terms at any time and with immediate effect for legal, regulatory, fraud and abuse prevention, or security reasons.  For any other material breach, a written notice describing the breach with a cure period of fifteen (15) days shall be provided prior to any suspension or termination.

We may update these Terms from time to time. Where any change materially and adversely affects the User’s right or use of paid Service(s), we will provide reasonable prior notice through the Platform or via email. Any such changes shall apply prospectively and shall not materially impact User’s then current subscription terms unless required to comply with applicable law, regulatory requirements, security considerations, or to prevent fraud or abuse. Continued use of the Service(s) after the effective date of the updated Terms shall constitute acceptance of the revised Terms.

3. REGISTRATION PROCESS

You agree that your access to and use of the Platform, including registration and creation of an Account (defined hereinafter) is solely for purpose of availing the Service(s) made available on the Platform. You shall not use the Platform other than as permitted under these Terms or for purposes which are not permitted under the applicable law.

Registration on the Platform is a one-time process and is currently provided free of charge. To create an Account and access the Service(s), you may be required to provide certain information, including your name, contact details, a valid email address and any other information as may be requested. Upon successful submission, login credentials will be created or provided to you (“Account”).

An Account may be created through one of the following ways:

We reserve the right, to accept or to reject any Account registration request, or to suspend or deactivate an existing Account, where required due to (a) legal or regulatory requirements, (b) security threats, fraud, or abuse, or (c) non-payment of undisputed fees. For any other reason, a written notice describing the breach with a cure period of fifteen (15) days shall be provided prior to any suspension or deactivation of an existing Account.

You acknowledge that the email address provided at the time of Account registration or as updated by you from time to time, shall be used as a primary mode of communication (‘Primary Email Address’). You are responsible for ensuring that the Primary Email Address is valid, monitored, and capable of sending and receiving emails. Communications sent from your Primary Email Address shall be deemed authorized.

You are solely responsible for maintaining the confidentiality of your Account credentials, including any staff or sub-accounts (“Staff Account”) and for restricting access to your devices to prevent unauthorised use. You shall be fully responsible for all activities carried out through your Account and Staff Account.

You agree to: (a) promptly inform us of any unauthorized use of the Account and/or Staff Account or any other security breach; and (b) ensure that you log out of your Account and/or Staff Account at the end of each session. Company shall not be liable for any losses arising from your failure to comply with these Terms. You may be held liable for any losses incurred to us or any other user due to unauthorized use of their account by you.

If you register or use the Platform on behalf of a company or organization or employer, such entity shall be deemed to be the User. You represent and warrant that you have the authority to bind such entity to these Terms.

Technical support in respect of the Service(s) is available only to registered Users. Queries relating to these Terms may be addressed to [email protected]

4. FEES, SUBSCRIPTION & PAYMENT

We may, at our discretion, offer limited, free of cost access to certain Service(s) with restricted features for a trial period (“Trial”). Continued or full access to the Service(s), requires subscription plan and payment of the corresponding fees (“Fees”).

Subscription plans, pricing and features may be made available on https://www.kaily.ai/pricing, and/or as may be agreed separately in an order form, SOW or similar executed document, between the Parties, from time to time.

Where applicable, we may charge transactions-based fees or usage based charges in connection with the Service(s). Such charges may be billed separately or included within the Fees. Any changes to such charges shall be published on the Platform or agreed in writing.

Fees for add-on services or overage usage beyond plan limits shall be charged separately in accordance with the applicable order form or pricing terms or any other documents executed between the Parties.

Unless otherwise agreed, all invoices are payable within 15 (fifteen) days from the invoice date. We reserves the right to suspend access to the Service(s) for non-payment, which may be restored upon receipt of all outstanding dues, including applicable interest or collection costs (if any).

Payments may be made through payment methods made available by us from time to time. Fees shall be deemed paid only upon successful receipt and confirmation by us.

All Fees paid are non-cancellable and non-refundable, except where expressly required under applicable law or agreed in writing.

Users may upgrade subscription plans where such option is available. Any increase in Fees due to an upgrade shall be reflected in the subsequent billing cycle. We reserves the right to introduce, modify, discontinue, or reprice any Service(s). User may be notified in case of any changes materially affecting their usage of Service(s).

All Fees are exclusive of applicable taxes, levies, fees or governmental charges. User shall be responsible for payment of all applicable taxes arising from their use of the Service(s), except taxes expressly charged and collected by us.

All Fees shall be paid without any deduction or set-off. Any legally required withholding shall be borne by the User and paid directly to the relevant authority.

We shall not be responsible or assume any liability, whatsoever in respect of any lossor damage arising directly or indirectly due to:

Any foreign exchange (Forex), bank charges, currency conversion charges, or any other financial charges incurred in relation to payment of Fees shall be borne solely by the User.

You represent and warrant that any payment instrument used by you is lawfully owned by you or that you are duly authorized to use it. Further, you warrant not to use the details of any credit card/debit card/net-banking account or other payment instrument unless it is lawfully owned by you or you are duly authorised to use it.

Fees shall be paid in Indian Rupees (INR) or United States Dollars (USD) or such other currency as may be expressly agreed between the Parties in writing.

5. TAX COMPLIANCES

Export Transactions/Sales: In the event the Service(s) are exported, such Service(s) shall be classified as “Zero-Rated” Service(s), in accordance with section 16(1) of the IGST Act 2017. Accordingly, where the Service(s) are supplied to a jurisdiction outside India, no GST shall be payable on such export of Service(s).

Domestic Transactions/Sales: Where the Service(s) are provided within the territories of India, GST shall be levied at the applicable rate in accordance with the provisions under the GST Act.

6. TERM

The term of this Agreement shall commence on the earlier of (i) the date of completion of Account registration on the Platform, or (ii) the effective date of order form or any other executed document between both Parties and shall continue in effect unless terminated.

7. TERMINATION

Either party may terminate this Agreement for convenience by providing thirty (30) day’s prior written notice to the other Party. Where a subscription for a fixed-term subscription plan is availed, such termination shall take effect only upon expiry of the then-current-subscription term. All Fees payable for the applicable subscription term shall remain non-cancellable and non-refundable, and early termination for convenience shall not relieve any obligation to pay such Fees, nor entitle to any refund, credit or proration.

Without limiting to any other remedies, Parties may, suspend, restrict or terminateaccess to the Platform or the Service(s), in whole or in part, upon occurrence of anyof the following events:

You acknowledge and agree that, in case you opt in for any plug-in(s) or extension(s) offered by third parties through the Platform, your use of such services shall be subject to the applicable terms and conditions of those third parties. Further, if the Company’s arrangement with any such third party is terminated, the corresponding third-party services may be automatically discontinued.

Upon suspension or termination of this Agreement for any reason:

All obligations and liabilities accrued prior to termination shall survive, including payment, confidentiality, indemnity, limitation of liability, and dispute resolution. No failure or delay in enforcing any right shall constitute a waiver, and termination shall not limit the Party's right to pursue legal remedies.

8. USER OBLIGATION

You shall provide true, current, and complete information at the time of registration and whenever requested, while using the Platform, including any information or documentation required for verification or compliance purposes. You are responsible for promptly updating such information to ensure its contained accuracy.

Your use of the Service(s) may require compatible devices, software, internet access or and data connections, which we otherwise do not supply. You are solely responsible for obtaining and maintaining such requirements and for all associated charges, fees and taxes

You acknowledge by using the Platform, content generated through our services may be AI-generated (synthetically created) content and that you agree to:

You are prohibited from using the Platform to generate any AI-generated content that:

The Platform may monitor use patterns to identify potentially unlawful or harmful SGI and take appropriate measures to prevent its dissemination.

You acknowledge that use of the Platform may involve transmission of data including personal or account related information including, Materials, over networks not owned or controlled by us and may involve unencrypted transmissions or technical modifications to network or device requirements. While we implement reasonable security practices, we shall not be liable for disclosures resulting from transmission errors or unauthorized third party actions beyond our reasonable control.          

“Materials” includes your trademarks, copyrighted content, any product information, pricing, images, videos, text, code and any other data provided by you or on your behalf.

You shall not misrepresent your identity, impersonate any person or entity, or access the Platform using credentials that are not lawfully yours. You remain solely responsible for the authenticity, legality, and accuracy of all information provided by you on your behalf.

You are solely responsible for your use of the Platform, including any content, data, materials, products, services, or information made available by you through the Platform, and for all interactions or transactions conducted with third parties. Any agreement, transaction, or engagement entered into by you through the Platform shall be strictly between you and the relevant third party. The Company does not control, endorse, or assume responsibility for such engagements.

You shall use the Platform in compliance with all applicable laws, regulations, and industry standards.

You shall not:

You represent and warrant that:

You represent and warrant that you are not subject to any sanctions or restricted party lists and that your use of the Platform complies with applicable trade, export control, and sanctions laws.

You shall not transfer, assign or delegate your Account or obligations under these Terms without prior written consent of the Company.

You shall not copy, modify, reverse engineer, decompile, disassemble, create derivative works from, or otherwise attempt to extract the source code, underlying structure, or proprietary elements of the Platform, except as expressly permitted in writing by the Company.

You shall not access, monitor, or extract any data or Information on the Platform using any robot, spider, scraper, or other automated means, unless otherwise permitted.

9. REPRESENTATION & WARRANTIES

You represent and warrant that: (a) your use of Platform and/or Service(s) will not violate any applicable law or regulation; (b) information submitted are true, accurate and lawful; (c) use of the Content, Company’s Proprietary Rights shall not breach the applicable laws, this Agreement and must not cause injury to any person or entity.

You will use the Platform for lawful purposes only and will not undertake any activity that is harmful to Platform or otherwise not envisaged through the Platform.

By using the Platform, you represent and warrant that:

You shall not, directly or indirectly engage in any activity that compromises the integrity, security or proper functioning of the Platform and that you shall not:

You are prohibited from hosting, displaying, uploading, modifying, publishing,transmitting, updating or sharing on or through the Platform, any information that:

10. COMMUNICATION AND UNSUBSCRIPTION

By accessing or using the Platform and upon creating an Account, you consent to receive communications from us and our authorized representatives via email, SMS, calls or other electronic or digital means.  Such communications may include service-related updates, product information, announcements, and promotional or campaign-related messages. You acknowledge that such communications may be sent even if your contact details are registered under the Do Not Disturb (DND) or National Customer Preference Register (NCPR), in accordance with applicable telecom regulations.

The effectiveness, clarity, and timeliness of communications are influenced by multiple factors. The Company assumes no responsibility for non-delivery, delayed delivery, or any distortion of communication in any manner whatsoever.

You can opt-out from receiving promotional communications at any time byfollowing the unsubscribe instructions included in such communications or by contacting us at [email protected].

The Company endeavors to ensure that all information and recommendations made available on the Platform, including content relating to the Service(s), features, offerings or otherwise (hereinafter “Information”) is updated at all times of publication.

You acknowledge that any use of the Platform or reliance on the Information is at your own discretion and risk. You are solely responsible for determining the suitability of the Service(s) or Information for your specific use cases. Nothing on the Platform constitutes professional, financial, legal or investment advice.

The Platform may include links to or integrations with third-party websites, services, or providers. Company does not control and is not responsible for such third-party content, services, or transactions. Any interaction with third parties is at your own will and expense.

Any visuals, screenshots, demos, or illustrations displayed on the Platform are indicative only. Actual features, outputs, or Service(s) may vary.

The Company shall use commercially reasonable efforts to ensure the availability, security, and performance of the Service(s), and, where practicable, shall provide advance notice of any scheduled maintenance.

The Platform and Service(s) are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, accuracy, reliability, non-infringement, or availability.

The Company shall not be liable for any loss, damage, or injury for;

To the extent permitted by applicable law, the Company will not be liable for any indirect, incidental, or consequential damages arising from your use of the Platform. While we work hard to keep the Platform secure, reliable, and error-free, we cannot guarantee uninterrupted or flawless operation. You understand that use of the Platform involves some level of risk. Nothing in these terms limits or excludes liability for fraud, willful misconduct, gross negligence, or any liability that cannot legally be excluded.

12. AVAILABILITY AND ACCESSIBILITY OF PLATFORM

We operate and control this Platform from India and make no representation that the Platform, content, or Service(s) are appropriate, available, or compliant for use outside India.

If you use this Platform from outside India, you do so at your own risk and you are entirely responsible for compliance with all applicable local laws, regulations, and requirements in your jurisdiction, including those relating to your use of the Platform and any products or services offered to end customers.

Nothing in these Terms constitutes, a solicitation or promotion in any jurisdiction where such activity is unlawful. References to products, programs, or Service(s) on the Platform do not imply that such offerings are available or intended to be made available in all jurisdictions.

Information that we publish on the world wide web may contain references or cross references to our products, programs and Service(s) that are not announced or available in your country. Such references do not imply that we intend to announce such products, programs, or Service(s) in your country.

You represent and warrant that you own or have all necessary the copyrights of the media assets that you process or uploaded through the Platform and that such use does not infringe applicable law. You shall be solely responsible for any misuse, negligence, or fraudulent activity relating to such content.

13. THIRD PARTY INTERACTION AND LINKS

In using the Platform or Service(s), you may interact or transact with end-customers, advertisers, sponsors, third-party service providers, or access third-party websites or services. Unless expressly stated otherwise, any such interactions, transactions, promotions, purchases, deliveries, payments, or related terms are solely between you and the applicable third party. We do not endorse, control, or assume any responsibility or liability for such third-party interactions, content, or services, and any contractual relationship formed in connection therewith exists exclusively between you and the relevant third party.

14. COPYRIGHTS

All content available on the Platform, including text, graphics, images, audio, video, trademarks, and other material (“Content”), is owned by the Company or its licensor and is protected by applicable intellectual property laws.

Subject to the terms of this Agreement, you are granted a limited, revocable, non-exclusive, non-transferable license to access, view, and use the Content solely for your business purposes in connection with the Service(s). The license granted to you is limited to use of the Platform and Service(s) strictly in accordance with these Terms and does not include any rights beyond those expressly provided herein.

You may download or print limited extracts of the Content for internal reference only, provided that all copyright and proprietary notices are retained and the Content is not modified.

Unless expressly permitted under these Terms, you shall not copy, reproduce, download, store, distribute, publish, display, perform, modify, adapt, create derivative works from, broadcast, transmit, or otherwise use any Content or materials available on the Platform, in whole or in part.

You may not use the Content or Service(s) for commercial resale, public distribution, or any unauthorized commercial purpose; incorporate the Content into any other work, publication, website, or database (whether in hard copy or electronic form); or link to the Platform without our prior written consent.

You are further prohibited from removing or altering any copyright, trademark, or other intellectual property notices; using the Platform or Service(s) in violation of applicable laws or in a derogatory manner; downloading or copying user login credentials; or using data mining, robots, scraping, or similar data extraction tools to access or extract Content.

If you believe that your intellectual property rights have been used in a way thatraises concerns of infringement, please write to us at [email protected]

The license granted under this clause shall automatically terminate upon breach ofthese Terms or upon termination of this Agreement. Upon termination, you mustpromptly cease use of the Content and destroy any copies in your possession.Provisions that by their nature should survive termination shall continue to apply.

15. USER CONTENT

Subject to your compliance with these Terms, any content, materials, or outputgenerated by the Platform’s AI tools in response to your inputs (“Output”) shallbelong to you. The Company does not claim ownership over such Output.

You acknowledge that the Output is generated based on automated processes andmay not be unique. The Company may generate similar output for other users andthat you are responsible for reviewing and determining the suitability, accuracy,and legality of the Output before using or relying on it.

You retain ownership of the text, prompts, data, or other materials that you submitto the Platform (“Inputs”). By submitting Inputs, you grant the Company a limited,non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, andmodify your Inputs solely for the purpose of operating, providing, maintaining, andimproving the Platform and providing you the Service(s). We will not use yourInputs for any other purpose except as permitted under these Terms or with yourconsent.

We do not pre-screen Inputs. However, we reserve the right, in its reasonablediscretion, to review, remove, disable access to, or restrict any prompts or Inputs, ifwe believe it to violate these Terms, applicable law or the rights of any thirdparty.

If we become aware of any unlawful, inappropriate, or prohibited use of thePlatform or Service(s), we may take appropriate action in accordance withapplicable law. You are solely responsible for Input, for all activity conductedthrough your Account and usage of the Output.

16. INTELLECTUAL PROPERTY RIGHTS

Each Party retains all right, title, and interest in and to its respective intellectualproperty. Nothing in this Agreement transfers or assigns ownership of anyintellectual property rights between the Parties.

All Intellectual Property rights in the Platform, and related software solution(s), tools, APIs, documentations, interfaces, codes, updates and other materials made available by the Company, whether developed before or after acceptance of these Terms (collectively “Company’s Proprietary Rights”), shall exclusively vest with Company, in perpetuity.

Subject to these Terms, Company hereby grants to you a limited, non-exclusive, non- assignable, non-sub-licensable and revocable license to use Company’s Proprietary Rights solely for accessing and using the Service(s) as permitted under this Agreement.

You shall not copy, modify, reproduce, distribute, publish, disclose, reverse engineer,decompile, disassemble, or create derivative works from any part of the Company’sProprietary Rights, unless otherwise permitted in writing by the Company.

You acknowledge that the Company is the owner of the Platform including its brandname, trademark, logos, if any, and brand identifiers. You shall not challenge,misuse, or register any marks or names that are identical or confusingly similar toCompany’s intellectual property. Any known infringement of Company’s intellectualproperty shall be promptly reported to [email protected].

Upon termination or expiry of this Agreement, all licenses granted to you shallimmediately cease, and all rights in the Company’s Proprietary Rights shall continueto vest exclusively with the Company.

Any unauthorized use of the Company’s Intellectual Property may result ininjunctive or equitable relief, in addition to any other remedies available to theCompany under law or this Agreement.

17. CONFIDENTIALITY

During the Term, a Party (“Receiving Party”) may receive or have access to certain Confidential Information belonging and/or relating to the other Party and its affiliates (“Disclosing Party”). “Confidential Information” disclosed under this Agreement shall include information in whichever form, whether marked confidential or not, or which is disclosed by or on behalf of the Disclosing Party or derived by the Receiving Party in the course of its dealing with the Disclosing Party and its representatives and includes all information, that is reasonably understood to be confidential or proprietary, relating to all or any of the Disclosing Party existing or prospective products and / or services, know-how, script/code, algorithms, schematics, formulae, strategic data (technical, financial, commercial or otherwise), process information, methods of operation, flowcharts, or diagrams; policies and procedures regarding the design, development, research methods and results; creative and programming tools, methodologies, and techniques.

The Receiving Party shall keep Confidential Information of the Disclosing Party inconfidence. The Receiving Party shall use commercial reasonable and necessarysafety measures and steps to maintain the confidentiality and secrecy of DisclosingParty’s Confidential Information from public disclosure, and the Receiving Partyshall, at all times, maintain appropriate measures to protect the security andintegrity of the Disclosing Party’s Confidential Information. The Receiving Party shallnot, without the Disclosing Party’s prior written consent, divulge any of itsConfidential Information to any third-party other than the Receiving Party’s officers,employees, agents, affiliates or representatives who have a need to know for thepurposes of these Terms, ensuring that they comply with same level of obligation inmaintaining the Confidentiality as per these Terms.

Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:

Neither Party shall disclose these Terms to any other person without the consent ofthe other Party.

The Parties acknowledge and understand that any disclosure or misappropriation ofany of the Confidential Information in violation of these Terms, may causeirreparable harm to the non-disclosing Party, the amount of which may be difficult toascertain. Without prejudice to any other rights available to the disclosing Partyunder these Terms or otherwise, Disclosing Party shall have the right to apply to acourt of competent jurisdiction for specific performance and/or an order restrainingand enjoining any such further disclosure or breach and for such other relief as suchnon-disclosing Party shall deem appropriate. To clarify, such right shall be inaddition to the remedies otherwise available to a Party, at law or in equity.

These Terms shall not restrict the Receiving Party from complying with any legalrequirement to disclose Confidential Information, provided that the Receiving Partyshall to the extent that it is not prohibited from doing so by applicable law, promptlynotify the Disclosing Party of such legal requirement so that the Disclosing Party mayseek to quash such order and to obtain a protective order requiring that the relevantConfidential Information be held in confidence by such court or agency or, ifdisclosed, be used only for the purposes for which the order was issued. TheReceiving Party shall cooperate fully with the Disclosing Party in any suchproceeding.

The confidentiality obligations enlisted hereinabove for the Company shall survivefor the term of this Agreement.

18. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Parties agree to indemnify, defend and hold harmless us, our affiliates, officers,directors, employees, consultants, licensors, agents, and representatives from andagainst any and all third- party claims, losses, liabilities, damages, and/or costs(including reasonable attorney fees and costs) arising from (a) access to or use of thePlatform or the Service(s); (b) violation of any applicable laws or third party rights;(c) breach of this Agreement; and (d) any acts of fraud, negligence or intentionalmisconduct.

In no event will either Party be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost profits, lost data or business interruption), whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.

To the maximum extent permitted under applicable law, either Party’s aggregateliability arising out of or in connection with this Agreement, whether in contract, tort(including negligence), strict liability, or otherwise, shall not exceed the total Feesactually paid to Company during the twelve (12) months immediately preceding theevent giving rise to the claim

The limitations set forth in this clause shall apply notwithstanding the failure of anyessential purpose of any limited remedy and shall apply to the fullest extentpermitted under applicable law.

The Company shall not be liable for any non-compliance with laws, regulations, orrequirements of any jurisdiction outside India arising from the User’s access to or useof the Platform or Service(s). The User shall be solely responsible for compliance withall applicable foreign laws.

19. BETA SERVICES

From time to time, we may, at its discretion, invite you to access and use pre-releaseor beta features that are under development and not generally available (“BetaServices”). Beta Services are provided on a trial basis, are not part of the standardService(s), and may be subject to additional terms provided prior to use. All BetaServices, and any related discussions, feedback, or materials, shall be treated asConfidential Information and governed by the confidentiality provisions of thisAgreement. You shall not disclose your participation in Beta Services or make anypublic statements regarding such participation without our prior written consent.Beta Services are provided on an “as is” basis, without warranties of any kind. Wemake no representations regarding functionality, availability, or performance, andmay modify, suspend, or discontinue Beta Services at any time. We shall have noliability for any harm, loss, or damage arising from or in connection with BetaServices, and we may choose not to release a final or commercial version of any BetaService.

20. ANTI BRIBERY AND ANTI CORRUPTION POLICY

Both Parties shall conduct their dealings ethically and in compliance with allapplicable anti-bribery and anti-corruption laws. Neither Party shall offer, give,solicit, or accept any improper payment, gift, or advantage in connection with thisAgreement. Any violation may result in immediate termination of this Agreement,and you agree to cooperate fully with Company in investigating any suspectedunethical or unlawful conduct by you or your employees, agents, or representatives.

21. ANTI MONEY LAUNDERING (AML)

Both Parties shall at all times, ensure compliance of law and complete all KYC/AMLrequirements for the performance of its obligations under this Agreement. Anyviolations of this clause will be viewed in a serious manner and Company reservesthe right to take all appropriate actions or remedies as may be required under thecircumstances. Both Parties shall provide all possible assistance to the other Party, inorder to investigate any possible instances of anti-money laundering.

22. FORCE MAJEURE

Force Majeure event refers to circumstances beyond the reasonable control of the Parties that prevent or delay a Party from fulfilling its obligations under this Agreement. Such circumstances include, but are not limited to:

Neither Party shall be liable for any delay or failure to perform its obligationspursuant to these Terms if such delay is due to a Force Majeure event.

If a delay or failure of a Party to perform its obligation is caused or anticipated due toa Force Majeure event, the performance of that Party’s obligations will besuspended.

If a delay or failure by a Party to perform its obligations due to Force Majeureexceeds sixty (60) days, either Party may terminate the Agreement by giving fifteen(15) days’ notice to the other Party.

If the Agreement is terminated pursuant to Force Majeure, the Parties shall negotiatethe winding-up of the obligations and rights of the respective Parties under thisAgreement. Any monies due or pending shall be settled within 7 (seven) businessdays from the date of effective termination.

23. DISPUTE RESOLUTION, GOVERNING LAWS & JURISDICTION

The Parties shall use reasonable efforts to resolve any dispute, controversy, or claimarising out of or in connection with these Terms (“Dispute”) through good-faithdiscussions within fifteen (15) days from the date such Dispute arises. If the Dispute isnot resolved within such period, it shall be referred to and finally resolved byarbitration conducted by a sole arbitrator jointly appointed by the Parties. Thearbitration may be conducted through electronic or virtual means, including videoconferencing or other information and communication technology. The arbitrationshall be governed by the Arbitration and Conciliation Act, 1996. The seat and venue ofarbitration shall be Mumbai, India, and the arbitration proceedings shall beconducted in the English language. The arbitral award shall be final and binding onthe Parties and may include costs, including reasonable legal fees and expenses.

These Terms shall be governed by and construed in accordance with the laws ofIndia, without regard to its conflict of law principles. Subject to the dispute resolutionprovisions set out herein, the courts of Mumbai, India shall have exclusivejurisdiction over all disputes arising out of or in connection with these Terms.

24. RIGHT TO INSPECT

In case of any audit which requires any clarification on transactions under thisAgreement, we may seek a certification from a certified auditor for compliance inaccordance with the Terms. Both Parties undertake to maintain records during theTerm and for a period as required under applicable laws..

25. WAIVER

No delay or omission to exercise any right, power, or remedy accruing to any Partyupon any breach or default under these Terms, shall be deemed as waiver of anyother breach or default occurring thereafter. Any waivers granted hereunder areeffective only if recorded in writing signed by the Party granting such waiver. Allremedies, either under these Terms or by law or otherwise afforded to any of theParties, shall be cumulative and not alternative.

26. SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to beunenforceable under applicable law, then such provision will be excluded from theseTerms and the remainder of these Terms will be interpreted as if such provision wereso excluded and will be enforceable in accordance with its terms; provided howeverthat, in such event, these Terms will be interpreted so as to give effect, to the greatestextent consistent with and permitted by applicable law, to the meaning and intentionof the excluded provision as determined by such court of competent jurisdiction.

27. NON-EXCLUSIVITY

Both the Parties agree that this Agreement is entered into on a non-exclusive basisand that both Parties shall be free to engage any third-party as its client/serviceprovider to procure/provide similar or identical services. It is the expressunderstanding and intention of the Parties that no relationship of master and servantor principal and agent shall exist between the User and the Company, by virtue ofthese Terms.

28. MISCELLANEOUS

These Terms supersedes all previous oral and written terms and conditions (if any)communicated to you by us, for the use of Platform, and the rights and liabilities withrespect to any Service(s) to be provided by us shall be limited to the scope of theseTerms.

All provisions in the Agreement that expressly or customarily survive thetermination or expiration of the Agreement will continue in effect after theAgreement is terminated or expires.

Nothing contained in this Agreement shall imply or give rise to any right, power orauthority for either Party to enter into any other agreement or commitment on behalfof or otherwise bind the other Party in any way

In the event of any conflict or inconsistency between these Terms, signed Order Form/SOW, and/or Platform Policies, the order of precedence shall be as follows:

29. CUSTOMER CARE SUPPORT:

In accordance with the applicable law, any concern, feedback which you may havewith respect to the information shared by you with us hereunder and its treatment orany grievance related to Service(s) being availed hereunder, may be directed by youto such customer support personnel at the below mentioned coordinates:

Shopsense Retail Technologies Limited
1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B,
Ajit Nagar, Kondivita, Andheri East, Mumbai 400093
Email: [email protected]

30. GRIEVANCE OFFICER

In accordance with the applicable law, any grievances which you may have withrespect to the information shared by you with us hereunder and its treatment or anygrievance related to Service(s) being availed hereunder, may be directed by you tosuch grievance officer at the below mentioned coordinate:

Name: Ms. Sana Kazi

Designation: Grievance Officer

31. NODAL OFFICER

Name: Mr. Abhimanyu Mallik
‍Designation: Nodal Officer
‍Email Address: [email protected]
‍Registered Office: Shopsense Retail Technologies Limited1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093