Software as a Service Agreement

Subject to Customer's full and timely payment of all applicable Fees and compliance with this Agreement throughout the Subscription Term, Chatzy grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Services solely for Customer's own internal business purposes, in accordance with the terms of this Agreement and the applicable Order Form.

Each Order Form will specify, to the extent applicable: the Fees; the Subscription Term; the permitted number and/or class of Users; usage limitations and applicable Parameters; and any specific service configuration. In the event of a conflict between this Agreement and an Order Form, the Order Form shall prevail only with respect to the specific commercial terms of that Order Form; this Agreement shall prevail on all other matters.

Customer acknowledges that it will at all times comply with, and ensure that all of its Users comply with:

Chatzy reserves the absolute right, in its sole and absolute discretion, to modify, update, enhance, downgrade, or discontinue any feature, module, or functionality of the Services at any time and without liability to Customer. Chatzy will endeavour to provide reasonable advance notice of material changes, but shall have no obligation to do so and shall not be liable for any failure to provide such notice.

The Services may incorporate or interoperate with third-party AI models, infrastructure, APIs, and services. The availability and features of the Services may be dependent on such third-party services. Chatzy does not warrant the continued availability, accuracy, or performance of any third-party component, and Chatzy shall not be liable for any degradation or unavailability of the Services caused by changes to or unavailability of third-party services.

Chatzy may make Beta Services available to Customer at no additional charge. Beta Services are: provided without warranty of any kind; not covered by Chatzy's standard indemnification obligations under Section 9(a); not considered "Services" for the purpose of Section 8(b) (Performance Warranty); and may be discontinued by Chatzy at any time without notice or liability. Customer uses Beta Services entirely at its own risk.

Customer shall pay Chatzy all Fees specified in or incurred pursuant to an applicable Order Form. Fees are quoted in Indian Rupees (INR) or United States Dollars (USD) as specified in the Order Form, and shall be payable in the specified currency. Except as expressly set out in this Agreement or an Order Form, all payment obligations are non-cancellable and all Fees paid are strictly non-refundable.

If Customer adds additional Services or Users during a Subscription Term (a "Subscription Upgrade"), incremental Fees shall be prorated over the remaining period of the then-current Subscription Term and invoiced accordingly. Chatzy is not required to notify Customer of a Subscription Upgrade arising from Customer's excess usage; Customer's use of Services beyond purchased limits shall automatically constitute Customer's acceptance of an upgrade and the associated Fees.

If Customer's usage of the Services exceeds the Parameters or purchased quantities set out in the applicable Order Form or the FUP, Chatzy may, at its sole discretion: (a) invoice Customer for overage charges at Chatzy's then-current overage rates; (b) throttle or restrict Customer's access until usage returns to permitted levels; or (c) treat such excess as a Subscription Upgrade. All overage charges are due and payable within fifteen (15) days of invoice.

Chatzy shall invoice Customer at the email address registered in Customer's account or as specified in the applicable Order Form. Unless otherwise specified in an Order Form, Customer shall pay all Fees on an annual, prepaid basis. All invoiced amounts are due and payable within the period specified in the Order Form or, where not specified, within fifteen (15) days of the invoice date.

Overdue invoices shall accrue interest from the due date at the rate of eighteen percent (18%) per annum (1.5% per month) or the maximum rate permitted by applicable law, whichever is lower, compounding monthly. In addition to interest, Chatzy shall be entitled to recover all costs of collection, including reasonable legal fees. Chatzy may, in its sole discretion and without prior notice, suspend Customer's access to the Services upon any failure to pay Fees when due. Such suspension shall not relieve Customer of its payment obligations.

Customer is solely responsible for the payment of all taxes, levies, duties, cesses, surcharges, and assessments imposed by any governmental authority in connection with this Agreement ("Taxes"), excluding taxes on Chatzy's net income. Chatzy shall invoice Customer for applicable Indian Taxes (including GST). If Chatzy is required to pay any Taxes on Customer's behalf, Customer shall reimburse Chatzy within fifteen (15) days of demand.

Customer must raise any bona fide dispute regarding an invoice in writing to legal@chatzy.ai within ten (10) days of receipt. Undisputed amounts remain due and payable in full by the due date. Where Customer raises a dispute, the Parties shall use good faith efforts to resolve it within twenty (20) days. Chatzy's determination of disputed overage charges shall be based on Chatzy's internal usage records, which shall be the authoritative source.

As between the Parties, Customer retains all right, title, and interest in and to Customer Property, including all intellectual property rights therein. To the extent that ownership of Output does not automatically vest in Customer by operation of law, Chatzy hereby assigns to Customer all of Chatzy's right, title, and interest, if any, in and to such Output; provided, however, that: (a) Customer acknowledges that Output may not be unique and that the Services may generate the same or similar output for other users; (b) Customer bears sole responsibility for verifying that Output does not infringe any third-party intellectual property rights; (c) Chatzy makes no representation that Output is original, proprietary, or free from third-party claims; and (d) Customer assumes all risk of any intellectual property claim arising from its use, reproduction, or distribution of Output.

As between the Parties, Chatzy retains all right, title, and interest in and to the Chatzy Property, including all intellectual property rights embodied in or related to the Chatzy Property — including all platform improvements, enhancements, derivative works, and modifications, including any improvements that are informed by or developed in connection with Customer's use of the Services or Usage Information. No right, title, or licence under any Chatzy Property is granted to Customer except the limited access licence set out in Section 2.1.

Customer grants Chatzy:

By providing any suggestions, enhancement requests, ideas, comments, or other feedback relating to the Services ("Feedback"), Customer and its Users grant Chatzy a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use, reproduce, modify, adapt, publish, and incorporate such Feedback into the Services or any other product or service in any manner and without restriction or compensation. Feedback excludes all Customer Property.

Chatzy owns all right, title, and interest in all improvements to the Services, including improvements, innovations, and enhancements that arise from, are informed by, or are developed in connection with: Customer's or Users' use of the Services; Usage Information; Feedback; or any interaction between Customer and Chatzy. Customer hereby irrevocably assigns to Chatzy any interest it may have in such improvements, and waives any moral rights therein.

Chatzy shall not use Customer Property to train, fine-tune, or improve any shared or publicly available AI model utilised by the Services, except where Customer has given express prior written consent to such use in a signed Order Form or addendum.

Chatzy may collect, compile, analyse, and use Usage Information for any purpose, including: improving and optimising the Services; developing new features, products, and services; training internal AI models on aggregated and de-identified data; generating industry benchmarks; and other commercial and operational purposes. Usage Information excludes all Customer Property and shall not be published or shared in a manner that identifies Customer or any User individually. Chatzy retains all intellectual property rights in and to Usage Information.

Customer acknowledges that the Services utilise third-party AI models and that Output may be generated, processed, or cached by such models. Chatzy is not responsible for the output quality, accuracy, or content of third-party AI models. The terms of use of any underlying AI model providers may additionally apply to Customer's use of the Services, and Customer is responsible for reviewing and complying with such terms.

Chatzy will maintain a commercially reasonable information security programme designed to: protect the Services and Customer Property against accidental or unlawful loss, access, or disclosure; identify reasonably foreseeable risks to security and unauthorised access; and minimise security risks, including through risk assessment and regular testing. Customer acknowledges that no security measure is guaranteed to be impenetrable and that Chatzy cannot guarantee the absolute security of Customer Property.

Unless otherwise agreed in writing, Customer Property may be hosted and processed by Chatzy, its Affiliates, or their respective authorised third-party service providers, in India, Singapore, the United States, the European Economic Area, or the United Kingdom. Customer consents to such cross-border processing and hosting.

The Parties acknowledge that use of the Services does not require Chatzy to process Personal Data on Customer's behalf, and Customer acknowledges that it does not need to submit Personal Data as Input to make effective use of the Services. If Customer wishes to submit Personal Data for processing by Chatzy on its behalf, Customer must first execute a DPA with Chatzy. Customer is solely responsible for ensuring that all Personal Data submitted to the Services is submitted lawfully and in compliance with applicable data protection law.

Customer acknowledges and agrees that Chatzy may engage third-party service providers who may access Customer Property to provide, secure, or improve the Services. Chatzy shall enter into appropriate data protection agreements with such providers. Chatzy shall be responsible for the acts and omissions of its sub-processors only to the extent and in the manner set out in the applicable DPA.

Chatzy uses Cookies in connection with the Services in accordance with its In-Product Cookie Policy at https://www.chatzy.ai/cookie-policy. Chatzy collects Cookie data solely to provide the Services and not in a manner that would personally identify Customers or Users outside of the Services.

Chatzy acts solely as a technology platform provider and is not the sender, originator, or responsible party for any outbound communications (including WhatsApp messages, SMS, email, or other channel messages) sent by Customer through the Services. Customer is the sender and originator of all such communications, and Customer is solely responsible for compliance with all applicable communications, telemarketing, and data protection laws.

Each Party agrees to protect the Confidential Information of the other Party using at least the same standard of care it uses to protect its own confidential information of a like kind, but in no event less than reasonable care. During the term of this Agreement and for a period of five (5) years thereafter, each Party agrees not to use or disclose the other Party's Confidential Information except: (a) as necessary to perform its obligations or exercise its rights under this Agreement; (b) to its Affiliates, officers, directors, employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; or (c) with the Disclosing Party's prior written consent. Obligations with respect to Chatzy's trade secrets (including platform algorithms, model architectures, and pricing formulas) shall survive indefinitely.

If a Receiving Party is compelled by applicable law, court order, or regulatory requirement to disclose Confidential Information, it shall: (a) give the Disclosing Party prompt prior written notice (to the extent legally permitted); (b) cooperate with the Disclosing Party in seeking a protective order or other relief; and (c) disclose only the minimum amount of Confidential Information required. The costs of seeking such relief shall be borne by the Disclosing Party.

Upon the Disclosing Party's written request, or upon expiration or termination of this Agreement, the Receiving Party shall promptly destroy (and certify destruction of) all Confidential Information of the Disclosing Party in its possession, including all copies, extracts, and derivatives, whether in physical or electronic form; provided that the Receiving Party shall not be required to destroy electronic copies stored in automated backup systems that are not reasonably accessible.

The Parties agree that any breach or threatened breach of this Section would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching Party shall be entitled, in addition to all other remedies at law or in equity, to seek injunctive and other equitable relief without the need to post bond or prove actual damages. Customer acknowledges that Chatzy's Confidential Information — including platform algorithms, pricing, and model architectures — is of extraordinary commercial value and that any breach would cause substantial harm to Chatzy.

This Section supersedes any prior non-disclosure agreement between the Parties that addresses the confidentiality of Confidential Information, which shall have no further force or effect with respect to Confidential Information exchanged under this Agreement.

Each Party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it; and (c) its entry into and performance of this Agreement does not violate any applicable law or the rights of any third party.

Chatzy warrants to Customer that the Services will, in all material respects, perform in accordance with the applicable Documentation during the Subscription Term. As Customer's sole and exclusive remedy for a breach of this warranty, Chatzy will use commercially reasonable efforts to correct the non-conformance within thirty (30) days of Customer's written notice. If Chatzy is unable to correct the non-conformance within such period, either Party may terminate the applicable Order Form upon written notice, and Chatzy shall refund to Customer a pro-rated portion of the prepaid Fees for the unused remainder of the Subscription Term attributable to the affected Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2: (A) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; (B) CHATZY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY; (C) CHATZY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR FREE FROM ERRORS OR OFFENSIVE CONTENT; AND (D) CUSTOMER USES THE SERVICES AND RELIES ON OUTPUT ENTIRELY AT ITS OWN RISK.

Customer represents and warrants to Chatzy that: (a) it has all rights, licences, and consents necessary to submit Customer Property to the Services; (b) Customer Property does not infringe any third-party intellectual property right or violate any applicable law; (c) Customer Property does not contain any malicious code, viruses, or other harmful software; (d) Customer will ensure that its Users comply with this Agreement and all Governing Documents; and (e) Customer's use of the Services complies with all applicable laws.

Beta Services are provided "as is" and excluded from all warranties, indemnification obligations, and SLA commitments. Chatzy may discontinue Beta Services at any time without notice or liability.

Chatzy shall indemnify and defend Customer and its employees, directors, and officers from and against any third-party claim alleging that the Services, as provided by Chatzy and used by Customer strictly in accordance with this Agreement, directly infringes any Indian patent, copyright, trademark, or trade secret right (an "Infringement Claim"). In response to an Infringement Claim, Chatzy may, at its option and expense: (i) procure for Customer the right to continue using the affected component; (ii) substitute a functionally equivalent non-infringing replacement; (iii) modify the affected component to make it non-infringing; or (iv) terminate the Agreement and refund to Customer any prepaid, unused Fees for the affected Services.

Chatzy shall have no obligation under this Section in respect of any Infringement Claim arising from or related to: (1) Customer Property; (2) use of the Services in combination with software or systems not supplied by Chatzy; (3) any modification of the Services by anyone other than Chatzy; (4) Customer's breach of this Agreement; (5) Output generated by the Services; (6) use of Beta Services; or (7) Third Party Products.

Customer shall indemnify, defend, and hold harmless Chatzy, its Affiliates, and their respective officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including all legal fees and expert costs) arising from or related to:

The Party seeking indemnification must: (a) give prompt written notice to the indemnifying Party of any claim for which indemnification is sought; (b) grant the indemnifying Party sole control of the defence and settlement of the claim; and (c) cooperate fully with the indemnifying Party in the investigation and defence, at the indemnifying Party's cost. The indemnifying Party shall not settle any claim that adversely affects the indemnified Party's rights without prior written consent (not to be unreasonably withheld).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATZY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE BASE CAP. CUSTOMER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT (OTHER THAN FOR BREACH OF SECTION 7 (CONFIDENTIALITY), CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.2, OR CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 3) SHALL NOT EXCEED THE BASE CAP.

Notwithstanding Section 10.2, Chatzy's aggregate liability arising from a breach of Section 6 (Data Privacy and Security) or the DPA shall not exceed three (3) times the Base Cap.

The liability cap in Section 10.2 shall not limit Customer's liability arising from: (a) Customer's indemnification obligations under Section 9.2; (b) Customer's breach of Section 7 (Confidentiality); (c) Customer's payment obligations under Section 3; (d) Customer's infringement of Chatzy's intellectual property rights; or (e) Customer's wilful misconduct or fraud. Customer's liability for these matters is uncapped.

The Parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk between commercial parties and form an essential element of the basis of the bargain between them. Chatzy would not enter into this Agreement without these limitations.

This Agreement commences on the Effective Date and remains in effect until the expiration or termination of all Order Forms, unless earlier 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. Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiry of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods equal to the expiring Subscription Term. Chatzy may revise its pricing for any renewal Subscription Term in its sole discretion on at least thirty (30) days' notice prior to renewal.

Either Party may terminate this Agreement and/or any Order Form upon written notice if the other Party materially breaches this Agreement and fails to: (a) cure such breach within thirty (30) days of written notice specifying the breach in reasonable detail; or (b) where the breach is incapable of cure within thirty (30) days, provide an acceptable remediation plan within ten (10) days. This Agreement shall automatically terminate if no Order Form is in effect for more than thirty (30) consecutive days.

Chatzy may terminate this Agreement and/or any Order Form with immediate effect, without notice or cure period, upon any of the following:

Upon expiration or termination of this Agreement or any Order Form:

The following provisions shall survive termination or expiration of this Agreement for any reason: Sections 1, 3, 4, 5, 7, 8.3, 9, 10, 11.5, 11.6, 12, and all Governing Documents. Termination shall not affect any right or obligation accrued prior to the effective date of termination.

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Chatzy is and will at all times remain an independent contractor. Neither Party has authority to bind the other in contract.

This Agreement (together with all Order Forms, the DPA (if applicable), and all Governing Documents, each of which is incorporated herein by reference) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, negotiations, communications, and agreements. All terms and conditions stated in any Customer purchase order or procurement document are hereby expressly rejected and are null and void.

Chatzy may modify this Agreement (including any Governing Document) at any time by posting an updated version at https://www.chatzy.ai/saas-agreement (or the relevant policy URL). Such modifications take effect immediately upon posting. Customer's continued use of the Services after posting constitutes unconditional acceptance. No modification of this Agreement by Customer is binding unless in writing and signed by an authorised officer of Chatzy.

This Agreement is governed by and shall be construed in accordance with the laws of India, without regard to conflicts of law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, enforcement, interpretation, or validity, shall be finally and exclusively resolved by binding arbitration in New Delhi, India, before a sole arbitrator appointed by Chatzy in its sole discretion, in accordance with the Indian Arbitration and Conciliation Act, 1996, as amended. The language of arbitration shall be English. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Chatzy reserves the right to seek interim injunctive or other equitable relief from any court of competent jurisdiction.

Customer may not assign, novate, or transfer this Agreement or any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without Chatzy's prior express written consent, which Chatzy may withhold in its sole discretion. Chatzy may freely assign, novate, or transfer this Agreement and any of its rights and obligations, in whole or in part, without Customer's consent, including in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of Chatzy's assets. Any purported assignment by Customer in breach of this Section is void and of no effect.

All legal notices and formal communications under this Agreement must be in writing, addressed to the Parties' addresses set out in the applicable Order Form (or as otherwise notified in writing), and delivered by: personal delivery; nationally recognised overnight courier (prepaid); or email with written confirmation of receipt. An electronic copy of all legal notices must be sent to legal@chatzy.ai. Routine business and product communications may be delivered in accordance with the Platform Guidelines.

Customer represents and warrants that it has not received or been offered any improper payment, bribe, kickback, or gift from any Chatzy employee, agent, or representative in connection with this Agreement. Customer will promptly notify Chatzy of any offer or receipt of any improper payment in connection with this Agreement.

Chatzy shall not be liable under this Agreement for any delay, failure to perform, or damage caused by events beyond Chatzy's reasonable control, including natural disasters, fire, flood, acts of God, epidemic, pandemic, war, terrorism, governmental action, power failures, internet service disruptions, third-party infrastructure failures, labour disputes, or other causes beyond Chatzy's reasonable control ("Force Majeure Event"). Payment obligations are expressly excluded from force majeure relief. If a Force Majeure Event prevents Chatzy from providing the Services for more than sixty (60) consecutive days, Chatzy may terminate the affected Order Form(s) upon written notice with no liability other than a pro-rated refund of prepaid Fees for the period of unavailability.

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable while best preserving the intent of the Parties, and the remaining provisions shall continue in full force and effect.

No failure or delay by Chatzy in exercising any right under this Agreement shall operate as a waiver. Chatzy's waiver of any particular breach shall not constitute a waiver of any subsequent or different breach.

This Agreement and each Order Form may be executed by electronic signature and in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

This Agreement shall be in the English language. Any translation is provided for convenience only; the English version shall prevail in the event of any inconsistency.

For all formal communications, legal notices, and general enquiries under this Agreement: