End User License Agreement

Subject to Customer's full and timely payment of all applicable fees and ongoing compliance with this Agreement, Chatzy hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for Customer's own internal business purposes during the Subscription Term, in accordance with the Documentation and this Agreement.

Customer shall not, and shall ensure its Users do not, directly or indirectly:

Customer agrees to comply, and to ensure that all Users comply, with the Platform Guidelines published at https://www.chatzy.ai/platform-guidelines, as updated by Chatzy from time to time in its sole discretion. Updated Platform Guidelines take effect immediately upon publication.

Chatzy reserves the absolute right, at any time and without liability to Customer, to: (a) modify, enhance, or discontinue any feature or functionality of the Services; (b) update pricing on thirty (30) days' written notice; and (c) update the Documentation and Platform Guidelines without notice. Chatzy shall use commercially reasonable efforts to notify Customer of material discontinuations.

The Services may interoperate with Third Party Products. Chatzy makes no representations or warranties regarding Third Party Products and shall have no liability for any failures, defects, or data loss arising from Third Party Products or their integration with the Services. Customer assumes sole responsibility for evaluating and procuring any Third Party Products.

As between the Parties, Chatzy exclusively owns all right, title, and interest in and to the Chatzy Property, including all intellectual property rights therein. No licence, right, title, or interest in the Chatzy Property is granted to Customer except for the limited access right expressly granted in Section 3.1. All rights not expressly granted are reserved by Chatzy.

As between the Parties, Customer retains all right, title, and interest in and to the Customer Property. Customer grants Chatzy the licences set out in Section 4.3 below. Except as expressly set out in this Agreement, no right, title, or licence under any Customer Property is granted or transferred to Chatzy.

Customer hereby grants Chatzy the following irrevocable, royalty-free licences:

Customer acknowledges that the ownership and intellectual property status of Output may be uncertain under applicable law. Chatzy makes no representation that Output is protectable by copyright or other intellectual property rights. To the extent any rights in Output vest in Chatzy by operation of law, Chatzy hereby assigns such rights to Customer. Customer assumes sole responsibility for ensuring that its use of Output complies with all applicable intellectual property laws.

Chatzy shall own all improvements, enhancements, and modifications to the Services and the Chatzy Property, including those developed using aggregated Service usage data or Feedback, even where such improvements are indirectly informed by Customer's use of the Services.

Customer acknowledges and irrevocably agrees that Chatzy is a technology platform and communications infrastructure provider only. Chatzy provides the software tools, algorithms, and infrastructure that enable Customer and its Users to create, send, and manage communications, including WhatsApp messages, SMS, email, chatbot interactions, voice calls, and other digital communications (collectively, "Communications"). Chatzy does not initiate, create, author, send, control, review, approve, or have any involvement in the content, timing, frequency, recipients, or purpose of any Communications sent by or through Customer's use of the Services.

All Communications sent using the Services are created, initiated, controlled, and transmitted solely by Customer and/or Customer's Users. For all legal, regulatory, and liability purposes under all applicable laws — including the TCCCPR, Consumer Protection Act 2019, IT Act 2000, and IT Rules 2021 — Customer, and not Chatzy, shall be deemed the "sender", "telemarketer", "advertiser", "caller", "originator", or equivalent designation under applicable law.

Chatzy has no obligation to monitor, review, filter, edit, or exercise editorial control over any content, Communications, or data transmitted through the Services. Chatzy does not endorse, verify, or accept responsibility for the accuracy, legality, or appropriateness of any content sent by Customer or its Users. Any exercise by Chatzy of a right to review content shall not create any obligation to do so in future, nor impose any ongoing editorial responsibility on Chatzy.

Customer acknowledges that Chatzy qualifies as an "intermediary" under Section 2(1)(w) of the Information Technology Act, 2000, and is entitled to the safe harbour protections under Section 79 and the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Customer shall not take any action that would compromise or undermine Chatzy's intermediary status or entitlement to such safe harbour protections. Any such action shall constitute a material breach of this Agreement.

Customer represents, warrants, and covenants that it shall, and shall procure that all Users shall, at all times:

Customer shall not, and shall not permit its Users to, use the Services to send or facilitate:

Without limiting Section 9.2, Customer shall defend, indemnify, and hold harmless all Chatzy Indemnified Parties from and against any and all claims, liabilities, damages, losses, costs, penalties, and expenses (including all legal fees and regulatory fines) arising from or related to: (i) any Communications sent using the Services; (ii) Customer's non-compliance with applicable communications, telemarketing, data protection, or consumer protection law; (iii) violations of any third-party rights through Communications; (iv) any regulatory investigation or penalty levied against Chatzy arising from Customer's use of the Services; or (v) Customer's breach of any obligation under this Section 5. This indemnity is uncapped and survives termination.

In addition to its rights under Section 11.4, Chatzy reserves the right to immediately suspend or terminate Customer's access to the Services, without prior notice and without any liability or obligation to refund prepaid fees, if Chatzy: (a) has reasonable grounds to believe Customer or its Users are using the Services in violation of this Section 5; (b) receives a court order or regulatory directive requiring suspension; or (c) determines that continued provision of the Services poses a risk to the integrity, security, or reputation of the Services or Chatzy's intermediary status.

Customer Property may be hosted and processed by Chatzy, its Affiliates, or their authorised Sub-processors in India, Singapore, the United States, the European Economic Area, or the United Kingdom. Chatzy shall select hosting locations in its reasonable discretion and shall notify Customer of material changes.

Chatzy may engage Sub-processors to process Customer Property in connection with the Services. Chatzy shall maintain a list of current Sub-processors and shall notify Customer of material changes with reasonable advance notice. Customer's continued use of the Services following such notice constitutes acceptance. Chatzy shall not be liable for the acts or omissions of Sub-processors beyond the standard of care Chatzy has contractually imposed on them.

A Data Processing Agreement ("DPA") is available on request. Once executed by both Parties, the DPA shall be incorporated by reference into this Agreement. In the event of a conflict between the DPA and this Agreement on data protection matters, the DPA shall prevail.

Customer is solely responsible for (a) obtaining all necessary consents and authorisations for the collection, upload, and processing of Personal Data through the Services; (b) ensuring that Customer Property complies with all applicable data protection laws; and (c) providing any required notices to data subjects. Chatzy shall not be liable for any claim, loss, or penalty arising from Customer's failure to comply with applicable data protection laws.

When Customers or Users access the Services, Chatzy uses first-party cookies and similar technologies to ensure secure, reliable, and efficient operation. Chatzy's In-Product Cookie Policy governs such use. Chatzy uses this data solely to provide the Services or in aggregated, non-personally identifiable form.

Chatzy shall notify Customer of any confirmed breach of Customer Property held by Chatzy in accordance with its legal obligations under applicable data protection law. Chatzy shall not be liable for any losses arising from a data breach caused or contributed to by Customer's own acts, omissions, or failure to implement reasonable security practices.

During the Subscription Term and for five (5) years thereafter, each Party agrees to protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. A Receiving Party may disclose Confidential Information only to its Affiliates, officers, directors, employees, sub-contractors, legal or financial advisers, or prospective financing sources or acquirers, who have a need to know and are bound by written confidentiality obligations no less protective than those set out herein.

Customer acknowledges that the Chatzy Property constitutes highly valuable trade secrets and proprietary information of Chatzy. Customer shall implement appropriate technical and organisational measures to prevent unauthorised access to or disclosure of Chatzy's Confidential Information, and shall promptly notify Chatzy of any actual or suspected unauthorised disclosure.

If required by law, regulation, or court order to disclose Confidential Information, the Receiving Party shall (a) provide the Disclosing Party with prompt prior written notice (to the extent legally permitted); (b) cooperate with the Disclosing Party's efforts to seek a protective order at the Disclosing Party's cost; and (c) disclose only that portion of the Confidential Information strictly required.

Upon termination or written request, the Receiving Party shall promptly destroy all Confidential Information of the Disclosing Party, including all copies, notes, and materials incorporating such information, and shall certify destruction in writing. Notwithstanding the foregoing: (i) Chatzy shall not be required to delete Customer Confidential Information licenced under Section 4.3(b); and (ii) either Party may retain Confidential Information in routine electronic backup systems, provided such data remains subject to this Section 7.

The Parties acknowledge that any breach of this Section 7 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law, without the requirement to post a bond or other security.

This Section 7 supersedes any prior non-disclosure agreement between the Parties relating to the same subject matter.

Each Party represents and warrants that it has the full legal power and authority to enter into this Agreement and to perform its obligations hereunder.

Chatzy warrants that the Services will, in all material respects, perform substantially in accordance with the applicable Documentation during the Subscription Term. This warranty shall not apply to deficiencies caused by: (a) acts or omissions of Customer or its Users; (b) Customer's negligence or improper use; (c) unauthorised modifications; (d) use in an unsupported environment; (e) Third Party Products; or (f) factors outside Chatzy's reasonable control.

Customer warrants and represents that: (a) it will use the Services only for lawful purposes in accordance with this Agreement, the Acceptable Use Policy, and all applicable laws; (b) it has the right to submit Customer Property to the Services and the Input does not infringe any third-party rights; (c) Customer Property does not contain any malicious code, viruses, or other harmful components; and (d) it will ensure that all Users comply with this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2: THE SERVICES AND ALL CHATZY PROPERTY ARE PROVIDED "AS IS" AND "AS AVAILABLE". CHATZY MAKES NO FURTHER WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CHATZY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. CHATZY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES. WHERE AN IMPLIED OR STATUTORY WARRANTY CANNOT BE LEGALLY EXCLUDED, CHATZY'S LIABILITY FOR BREACH OF SUCH WARRANTY IS LIMITED TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF DOING SO.

CHATZY EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT OUTPUT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, OR FIT FOR ANY PURPOSE. CUSTOMER BEARS SOLE RESPONSIBILITY FOR REVIEWING, VERIFYING, AND EXERCISING INDEPENDENT JUDGMENT REGARDING ALL OUTPUT. CHATZY SHALL NOT BE LIABLE FOR ANY RELIANCE ON OUTPUT BY CUSTOMER, ITS USERS, OR ANY THIRD PARTY.

Chatzy may make Beta Services available at no charge, at its sole discretion. Beta Services are (a) for evaluation purposes only and not for production use; (b) excluded from Chatzy's warranty and indemnification obligations; (c) unsupported; and (d) subject to discontinuation at any time without notice or liability. Beta Services are provided on an "AS IS" basis. Trial periods expire on the earlier of one (1) year from the trial start date or the date specified by Chatzy in writing.

Chatzy shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any third-party claims, damages, costs, and expenses (including reasonable legal fees) arising from an allegation that the Services, when used by Customer in accordance with this Agreement, infringe any registered patent, copyright, trademark, or trade secret right of a third party in India. If any portion of the Services becomes subject to an Infringement Claim, Chatzy may, at its sole option: (i) procure the right to continue using the relevant component; (ii) substitute a functionally equivalent non-infringing replacement; (iii) modify the relevant component to make it non-infringing; or (iv) terminate this Agreement and refund prepaid unused fees.

Chatzy shall have NO indemnification obligation to the extent the Infringement Claim arises from: (a) Customer's Input or use of Customer Property; (b) use of the Services in combination with Third Party Products not supplied by Chatzy; (c) modification of the Services by any party other than Chatzy; (d) the Output; or (e) Customer's violation of applicable law, third-party rights, or this Agreement.

Customer shall defend, indemnify, and hold harmless Chatzy, its Affiliates, and their respective officers, directors, employees, agents, and successors from and against all Losses arising from: (a) any third-party claim alleging that Customer Property or Customer's use of the Services beyond the scope of the licence infringes any third-party right; (b) Customer's breach of this Agreement, the Acceptable Use Policy, or Platform Guidelines; (c) Customer's violation of applicable law; (d) any claim by Customer's Users arising from Customer's use or deployment of the Services; or (e) any claim arising from Customer's Output or distribution of AI-generated content without adequate professional review or disclosure.

The indemnified party shall: (a) give the indemnifying party prompt written notice of any claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim on terms that impose liability on, or require any admission by, the indemnified party without the indemnified party's prior written consent. The indemnified party may participate in the defence at its own expense with counsel of its choice.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY: (a) LOSS OF PROFITS, REVENUE, OR BUSINESS; (b) LOSS OF DATA OR CORRUPTION OF DATA; (c) LOSS OF GOODWILL OR REPUTATION; (d) COST OF SUBSTITUTE GOODS OR SERVICES; OR (e) INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATZY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY (OR ON BEHALF OF) CUSTOMER TO CHATZY IN RESPECT OF THE SERVICES DURING THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, THE CAP SHALL BE CALCULATED BY REFERENCE TO FEES RECEIVED BY CHATZY, NOT FEES PAID TO A RESELLER.

The limitations in Section 10.1 shall not apply to Customer's liability for: (a) breach of Chatzy's intellectual property rights; (b) breach of confidentiality obligations under Section 7; or (c) Customer's indemnification obligations under Section 9.2. In these cases, Customer's liability shall be uncapped.

The exclusion of consequential damages in Section 10.1 shall not apply to Chatzy's liability arising from its fraud or wilful misconduct. The liability cap in Section 10.2 shall not apply to Chatzy's indemnification obligations under Section 9.1, which are themselves subject to the caps and exclusions set out therein.

CHATZY DOES NOT GUARANTEE AGAINST LOSS OR CORRUPTION OF CUSTOMER PROPERTY. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING COMPLETE AND ACCURATE INDEPENDENT BACKUP COPIES OF ALL CUSTOMER PROPERTY. CHATZY SHALL HAVE NO LIABILITY FOR ANY LOSS OR CORRUPTION OF CUSTOMER PROPERTY WHERE CUSTOMER HAS FAILED TO MAINTAIN ADEQUATE BACKUPS.

Customer acknowledges that the limitations of liability set out in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the Parties. These limitations apply regardless of the failure of essential purpose of any limited remedy.

This Agreement commences on the Effective Date and remains in force until terminated in accordance with this Section.

Customer's access to the Services commences on the start date specified in the applicable Order Form and continues for the Subscription Term. Subscription Terms shall automatically renew for successive periods equal to the original Subscription Term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

Either Party may terminate this Agreement by written notice to the other Party if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach in reasonable detail; or (b) there are no active Order Forms for a continuous period exceeding thirty (30) days.

Notwithstanding Section 11.3, Chatzy may terminate this Agreement or suspend Customer's access with immediate effect and without prior notice if: (a) Customer breaches the Acceptable Use Policy or Platform Guidelines; (b) Customer fails to pay any fees when due and does not cure such failure within ten (10) days of notice; (c) Customer becomes insolvent, enters receivership, or is subject to bankruptcy proceedings; (d) Chatzy is required to do so by applicable law or court order; or (e) Chatzy determines, in its sole discretion, that continued provision of the Services poses a risk to Chatzy, its platform, or other users.

Upon termination or expiration:

The following Sections shall survive any termination or expiration of this Agreement: Sections 1, 2, 4.1, 4.3 (Feedback and Model Training licences), 4.4, 4.5, 5, 7, 8.4, 8.5, 9, 10, 11.5, 11.6, and 12.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be referred to and finally resolved by binding arbitration conducted in New Delhi, India, before a sole arbitrator appointed by Chatzy from a panel of qualified legal professionals, and conducted in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitrator's award shall be final and binding. Each Party shall bear its own legal costs and fees, unless the arbitrator awards costs to the prevailing party. Notwithstanding this clause, Chatzy shall be entitled at any time to seek urgent injunctive or other interim equitable relief from a court of competent jurisdiction.

Customer may not assign, transfer, or sub-licence any of its rights or obligations under this Agreement without Chatzy's prior written consent. Any purported assignment by Customer in breach of this clause shall be void. Chatzy may freely assign its rights and obligations under this Agreement without Customer's consent, including in connection with a merger, acquisition, or sale of assets.

Chatzy reserves the right to modify this Agreement, the Documentation, the Acceptable Use Policy, the Platform Guidelines, or any other policies at any time. Chatzy shall endeavour to provide notice of material modifications via email or in-platform notification. Customer's continued use of the Services after the effective date of any modification constitutes acceptance. If Customer does not accept a material modification, its sole remedy is to terminate this Agreement on written notice.

This Agreement, together with all applicable Order Forms, the Acceptable Use Policy, the Platform Guidelines, and (if executed) the DPA, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior representations, negotiations, and communications. In the event of conflict, the order of precedence is: (1) the DPA (data protection matters only); (2) this Agreement; (3) the Acceptable Use Policy and Platform Guidelines; (4) Order Forms.

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, employment, or agency relationship between the Parties.

No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right. A waiver on one occasion shall not be deemed a waiver of the same or any other right on any future occasion.

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

All legal notices under this Agreement shall be in writing and delivered by email with read receipt, or by nationally recognised courier, to: (a) Chatzy: legal@chatzy.ai / Cybersharp Technology LLP, A-17, First Floor, Sector 65, Noida, UP - 201301, India; and (b) Customer: at the address or email provided in the applicable Order Form or customer account. Notices shall be deemed received on the day of delivery. All communications shall be in English.

Each Party represents and warrants that it has not offered or received any improper bribe, kickback, payment, or gift of value in connection with this Agreement (other than reasonable hospitality in the ordinary course of business). Each Party shall promptly notify the other of any actual or suspected violation of applicable anti-corruption laws.

Chatzy shall not be in breach of this Agreement, nor shall it have any liability, for any delay or failure in performance caused by events outside its reasonable control, including acts of God, natural disasters, pandemics, cyberattacks, government actions, utility or infrastructure failures, or third-party service outages. If a force majeure event prevents Chatzy from providing the Services for more than sixty (60) days, Chatzy may terminate the Agreement on written notice, with a pro-rata refund of prepaid unused fees as Chatzy's sole liability. Customer's payment obligations are not subject to force majeure.

The Services and related technology may be subject to applicable import and export control laws. Customer shall comply with all such laws and shall not export, re-export, or transfer the Services to any prohibited country, entity, or person without obtaining all required licences and approvals.

Neither Party shall issue any press release or public announcement regarding this Agreement or the relationship between the Parties without the other Party's prior written consent, except that Chatzy may reference Customer as a subscriber in its marketing materials subject to the Branding Licence in Section 4.3.

This Agreement may be executed in counterparts (including electronically), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.