END USER LICENSE AGREEMENT INDIA 

(CIN: U62010DL2024PTC434363)

IMPORTANT – READ CAREFULLY: BY DOWNLOADING, INSTALLING, ACCESSING, AND/OR USING THE SUTRA.AI SOFTWARE AND/OR SUTRA.AI SERVICES (EACH AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SUTRA.AI SOFTWARE AND/OR SUTRA.AI SERVICES.

This End User License Agreement (“Agreement“) is entered into between Sutra AI Private Limited, a company incorporated under the Companies Act, 2013 (CIN: U62010DL2024PTC434363), having its registered office at A-19 G/F, FIEE Complex, Kartar Tower, Okhla Phase-2, Okhla Industrial Estate, South Delhi, New Delhi, Delhi – 110020, India (“We,” “Us,” or “Our“) and You (as defined below) (We and You each a “Party” and collectively the “Parties“).

This Agreement governs Your acquisition and use of the SUTRA.AI Software and SUTRA.AI Services. If You are entering into this Agreement on behalf of an entity, You represent and warrant that You have the legal authority to enter into this Agreement and bind the entity to its terms and conditions, and the terms “You” and “Your” shall refer to such entity and its Affiliates. If You do not accept the terms and conditions of this Agreement, then You cannot use the SUTRA.AI Software and/or SUTRA.AI Services.

This Agreement is effective between the Parties as of the date of Your underlying purchase of the SUTRA.AI Software and/or SUTRA.AI Services (the “Effective Date”). We reserve the right to modify the terms and conditions of this Agreement or its policies relating to the SUTRA.AI Software and SUTRA.AI Services at any time, effective upon posting of an updated version of this Agreement on the applicable site, provided such modifications either (a) do not materially diminish Your rights under this Agreement or Your use of the SUTRA.AI Software and/or SUTRA.AI Services, or (b) take effect only with respect to subsequent renewal terms (and not the then-current term), provided that such updated version of this Agreement must be provided to You with sufficient time for You to elect not to renew this Agreement. Continued use of the SUTRA.AI Software and SUTRA.AI Services after any such changes shall constitute Your consent to such changes.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting power (or equivalent) of the subject entity.

“Aggregated Anonymous Data” means data submitted to, collected by, or generated by Us in connection with Your use of the SUTRA.AI Software and Services, but only in aggregate, anonymized form which can in no way be linked specifically to You or any identifiable individual. For clarity, Aggregated Anonymous Data shall not include any Customer Data that can be linked specifically to You in any way, and shall not include any Personal Data as defined under the DPDP Act.

“Applicable Data Protection Law” means the Digital Personal Data Protection Act, 2023 (“DPDP Act”), the Digital Personal Data Protection Rules, 2025 (“DPDP Rules”), the Information Technology Act, 2000 (“IT Act”) and the rules framed thereunder (including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“SPDI Rules”)), and any other applicable data protection or privacy legislation in force in India, as amended from time to time. For the avoidance of doubt, until the substantive provisions of the DPDP Act are fully operative, the IT Act and the SPDI Rules shall continue to govern the data protection framework in India.

“Authorized Marketplace” means an online or electronic marketplace operated or controlled by a third party where We have authorized the marketing and distribution of the SUTRA.AI Software or SUTRA.AI Services.

“Confidential Information” has the meaning set forth in Section 7.1 of this Agreement.

“Customer Application” means a software application that You operate on the SUTRA.AI Platform that is independently developed by or for You with or without the design, development, or testing assistance of Our personnel.

“Customer Data” means all electronic data and electronic information submitted by or for You, excluding SUTRA.AI Materials, to be processed on or by the SUTRA.AI Software.

“Customer Extensions” mean modifications to add functionality or data sources to a subscribed SUTRA.AI Application using the development and integration tools that are provided with the SUTRA.AI Application, and which are independently created by or for You with or without the design, development, or testing assistance of Our personnel.

“Customer Materials” mean Customer Data, Customer Applications, Customer Extensions, and other materials designated as Customer Materials in Product-Specific Terms, if any.

“Data Fiduciary” has the meaning ascribed to it under the DPDP Act, and refers to any person who alone or in conjunction with other persons determines the purpose and means of processing of Personal Data.

“Data Principal” has the meaning ascribed to it under the DPDP Act, and includes any individual whose Personal Data is processed in connection with this Agreement.

“Data Processor” has the meaning ascribed to it under the DPDP Act, and refers to any person who processes Personal Data on behalf of a Data Fiduciary.

“Deployment Environment” means the environments (e.g., development (DEV), testing (QA), production (PROD), etc.) into which the SUTRA.AI Software, Customer Applications, and Customer Extensions are deployed on the Deployment Infrastructure.

“Deployment Infrastructure” means the infrastructure on which the SUTRA.AI Software will be deployed.

“GST” means the Goods and Services Tax levied under the Central Goods and Services Tax Act, 2017, and the respective State/Union Territory Goods and Services Tax Acts, and the Integrated Goods and Services Tax Act, 2017, as applicable.

“Intellectual Property Rights” mean current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights laws, and other similar rights of any type under the laws of any governmental authority, including without limitation rights in the applications and registrations relating to the foregoing.

“Order” or “Order Form” means an ordering document or online order form specifying the SUTRA.AI Software or SUTRA.AI Services You or any of Your Affiliates are purchasing, including any addenda and supplements thereto.

“Operational Control” means the SUTRA.AI Operational Controls Description detailing the roles and responsibilities of You and Us in the deployment of the SUTRA.AI Software in the Deployment Infrastructure, as made available at Our website or any successor or related locations designated by Us, as may be updated by Us from time to time.

“Personal Data” has the meaning ascribed to it under the DPDP Act, and includes any data about an individual who is identifiable by or in relation to such data.

“Product-Specific Terms” means the SUTRA.AI Product-Specific Terms for specific SUTRA.AI Software or SUTRA.AI Services You purchased, found at Our website or any successor or related locations designated by Us, as may be updated by Us from time to time.

“Subscription Term” means the term of Your subscription to the SUTRA.AI Software and/or SUTRA.AI Services, as specified in the applicable Order.

“SUTRA.AI Documentation” means the user documentation made available to You by Us for the SUTRA.AI Software, as may be updated by Us from time to time.

“SUTRA.AI Materials” mean (a) SUTRA.AI Software and SUTRA.AI Documentation; (b) Our intellectual property existing prior to this Agreement; (c) intellectual property created by Us independently of this Agreement; (d) Our training materials related to the SUTRA.AI Software; (e) the results of SUTRA.AI Services; and (f) any and all other intellectual property developed by or on behalf of Us to provide features or capabilities in the SUTRA.AI Software, including, where applicable, to enable specific capabilities in Customer Applications or Customer Extensions.

“SUTRA.AI Platform” means the cloud-based or on-premise technology platform provided by Us on which Customer Applications and Customer Extensions may be developed, deployed, and operated.

“SUTRA.AI Runtime” means the virtual CPUs or vGPUs (“vCPUs”) used by the SUTRA.AI Software, Customer Applications, or Customer Extensions in any Deployment Environment.

“SUTRA.AI Services” mean SUTRA.AI support services, SUTRA.AI training, and other similar services that We provide to You, and as may be described herein or in the Product-Specific Terms.

“SUTRA.AI Software” means software that You purchase from Us including, as applicable, any of Our software application(s) (a “SUTRA.AI Application”), the SUTRA.AI Platform, and any development and integration tools.

“Third Party Offering” means any software or services that You license or procure from a third party that You use in connection with, or which interoperates with, any SUTRA.AI Software.

“User” means a named individual employee or contractor of Yours or of Your Affiliates for whom You have purchased a subscription, who is authorized by You to access or use SUTRA.AI Software, and to whom You (or, when applicable, We at Your request) have supplied a user identification and password.

“We,” “Us,” or “Our” means Sutra AI Private Limited, a company incorporated under the Companies Act, 2013 (CIN: U62010DL2024PTC434363), having its registered office at A-19 G/F, FIEE Complex, Kartar Tower, Okhla Phase-2, Okhla Industrial Estate, South Delhi, New Delhi, Delhi – 110020, India.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and includes its Affiliates.

2. USE OF OUR SERVICES

2.1 License.

Upon the Effective Date of the applicable Order, and subject to the terms of any applicable Order, We grant to You a non-exclusive, non-transferable, and non-sublicensable right, during the Subscription Term, to:

(A) Permit as many Users as listed in an applicable Order to use the SUTRA.AI Platform in the Deployment Environment in accordance with the SUTRA.AI Documentation solely to develop and use Customer Applications for Your internal use; and

(B) Permit as many Users as listed in an applicable Order to use the SUTRA.AI Application(s) in the Deployment Environment in accordance with the SUTRA.AI Documentation and to develop Customer Extensions for Your internal use, provided that (i) the functionality of the SUTRA.AI Application must remain within its published specifications; and (ii) Your use of the SUTRA.AI Application must remain within the scope of the license granted under this Agreement.

2.2 Your Responsibilities.

2.2.1 Hosting Services.

If You contract for the Deployment Infrastructure with a hosting services provider, then You will: (a) create an account with the hosting services provider; and (b) provide Us with complete and accurate information regarding the account and keep the information complete and accurate at all times.

2.2.2 Security.

You are responsible for (a) maintaining the security of Your hosting services account (for example, any applicable login credentials or security keys); (b) all activities that occur under Your account; and (c) any other actions taken in connection with Your account. We are not responsible for unauthorized access to Your account. You will notify Us promptly if You believe there has been unauthorized access to or use of Your account.

2.2.3 Access.

You will (a) be responsible for Users’ and any third party granted access to SUTRA.AI Materials by You; (b) be responsible for the accuracy, quality, and legality of Customer Data, the means by which You acquired Customer Data, and obtaining adequate permissions and consents (including under Applicable Data Protection Law) to process such Customer Data with the SUTRA.AI Software; (c) use commercially reasonable efforts to prevent unauthorized access to or use of SUTRA.AI Materials, and notify Us promptly of any such unauthorized access or use; (d) use SUTRA.AI Materials only in accordance with this Agreement, the SUTRA.AI Documentation, and applicable laws (including, without limitation, all Applicable Data Protection Law); (e) be solely responsible for procuring Your own code repository and business intelligence tools; (f) be responsible for complying with terms of service of any Third Party Offering with which You use any SUTRA.AI Materials; (g) be responsible for the use of recommendations or computational results provided by the SUTRA.AI Software and the outcome realized by such use; and (h) comply with all obligations in the applicable Operational Control for the Deployment Environment. Our obligations under this Agreement are contingent upon Your compliance with the applicable Operational Control.

2.3 Usage Restrictions.

You will not, nor permit any third party to: (a) make any SUTRA.AI Materials available to, distribute, or use any SUTRA.AI Materials for the benefit of, anyone other than You or Users, unless expressly stated otherwise in this Agreement; (b) sell, resell, license, sublicense, distribute, make available, rent, or lease any SUTRA.AI Materials, or include any SUTRA.AI Materials in a service bureau or outsourcing offering; (c) design, develop, or provision applications for third parties that utilize SUTRA.AI Software; (d) use the SUTRA.AI Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or Applicable Data Protection Law; (e) use SUTRA.AI Software to store or transmit code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses; (f) interfere with or disrupt the integrity or performance of any SUTRA.AI Software or third-party data contained therein; (g) attempt to gain unauthorized access to any SUTRA.AI Software or its related systems or networks; (h) permit direct or indirect access to or use of any SUTRA.AI Software in a way that circumvents Your obligations in this Agreement, including contractual usage limits; (i) frame or mirror any part of any SUTRA.AI Software, other than framing on Your own intranets or otherwise for Your own internal business purposes; (j) access, use, or copy any SUTRA.AI Materials (including any ideas, features, functions, or interface of the SUTRA.AI Software) to: (1) build a competitive product or service; (2) build a product or service using similar ideas, features, functions, or user interface of the SUTRA.AI Software; or (3) benchmark the SUTRA.AI Software with any third-party product or service; (k) disassemble, decompile, or reverse engineer (except to the extent reverse engineering is expressly permitted by applicable Indian law, including Section 52(1)(ab) of the Copyright Act, 1957) any SUTRA.AI Materials or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms in the SUTRA.AI Software; (l) incorporate or otherwise use any software (including any Third Party Offerings) in connection with the SUTRA.AI Software or SUTRA.AI Services that include or link to any software code licensed under the GNU GPL or AGPL or any similar open source or copyleft license that would require Us to make the source code of any part of the SUTRA.AI Software available to any third party; and (m) alter, modify, or create derivative works of any SUTRA.AI Software.

2.4 Audit Rights.

You will maintain all records of Your, and Your Users’, use of the SUTRA.AI Materials and compliance with this Agreement for a period of three (3) years after the end of the Subscription Term. Upon reasonable prior written notice of not less than fifteen (15) business days, We have the right, including through an appointed representative, no more than once every twelve (12) months, at Our expense, to examine such records and accounts during Your normal business hours to verify compliance with this Agreement. Such audit shall not unreasonably interfere with Your business activities. By requesting an audit, We do not waive Our rights to enforce this Agreement or to protect Our Intellectual Property Rights by any other means permitted by law.

2.5 SUTRA.AI Runtime.

SUTRA.AI Runtime used in excess of the monthly minimum runtime specified in the applicable Order will incur additional fees at the applicable rates specified in the applicable Order (“Excess Runtime Charges”). You will provide regular access, not less than monthly, to SUTRA.AI Runtime logs or records to enable Us to confirm or invoice Excess Runtime Charges in accordance with this Agreement. You will maintain SUTRA.AI Runtime logs or records for three (3) years after the SUTRA.AI Runtime is used.

3. NON-SUTRA.AI PROVIDERS

3.1 Third Party Offerings.

Your acquisition or use of a Third Party Offering, and any exchange of data between You and any third party or the Third Party Offering, is solely between You and the applicable third party. We do not warrant or support Third Party Offerings. If You choose to use a Third Party Offering with the SUTRA.AI Software, You grant Us permission to allow the Third Party Offering and its provider to access Customer Data as required for the interoperation of that Third Party Offering with the SUTRA.AI Software, subject to compliance with Applicable Data Protection Law. We are not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third Party Offering or its provider.

3.2 Integration with Third Party Offerings.

The SUTRA.AI Software may contain features designed to interoperate with Third Party Offerings. To use such features, You may be required to obtain access to such Third Party Offerings from their providers, and may be required to grant Us access to Your account(s) on such Third Party Offerings. We do not guarantee the continued availability of such SUTRA.AI Software features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding SUTRA.AI Software features in a manner acceptable to Us. You will ensure that You and Your Affiliates have all necessary rights and licenses to interoperate any Third Party Offering with any SUTRA.AI Software as contemplated in this Agreement.

4. DATA PROTECTION

4.1 Protection of Customer Data.

We will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, in accordance with the reasonable security safeguards prescribed under Applicable Data Protection Law, including the SPDI Rules and the DPDP Rules. You acknowledge and agree that We may (i) internally use and modify (but not disclose) Customer Data for the purposes of (a) operating the SUTRA.AI Software and providing the SUTRA.AI Services to You, and (b) generating Aggregated Anonymous Data, and (ii) freely use and make available Aggregated Anonymous Data for Our business purposes (including without limitation, for purposes of improving, testing, and operating Our products and services), provided that such Aggregated Anonymous Data does not contain any Personal Data or data that can be linked to any identifiable individual or to You.

4.2 Personal Data and Compliance with DPDP Act.

(a) Where Your use of the SUTRA.AI Software or SUTRA.AI Services requires Us to process Personal Data, You shall be the Data Fiduciary and We shall act as a Data Processor on Your behalf. You shall ensure that all necessary consents and notices have been obtained from and provided to the relevant Data Principals in accordance with the DPDP Act and the DPDP Rules prior to providing Us access to any Personal Data.

(b) We shall process Personal Data only on Your documented instructions and solely for the purposes of providing the SUTRA.AI Software and SUTRA.AI Services under this Agreement. We shall implement reasonable security safeguards as required under the DPDP Rules, including but not limited to: (i) encryption, obfuscation, masking, or the use of virtual tokens mapped to Personal Data; (ii) access controls and maintenance of access logs; (iii) data backups to ensure continuity of processing; and (iv) regular review and monitoring of access logs to detect unauthorized access or processing.

(c) We shall retain Personal Data, associated traffic data, and processing logs for a minimum period of one (1) year from the date of processing, in accordance with Rule 8(3) of the DPDP Rules, or for such longer period as may be required under any other applicable law. Such retention shall be solely for the purposes specified in the Seventh Schedule of the DPDP Rules and shall not entitle Us to use such data for any other purpose.

(d) We shall promptly notify You of any Personal Data breach (as defined under the DPDP Act) that affects Customer Data, and in any event within seventy-two (72) hours of becoming aware of such breach. We shall cooperate with You in complying with any notification obligations under the DPDP Act and DPDP Rules to the Data Protection Board of India or to affected Data Principals, including by providing such information as You may reasonably require for such notifications.

(e) Upon termination or expiration of this Agreement, We shall, at Your option, return or securely delete all Personal Data processed on Your behalf, except to the extent retention is required under applicable Indian law (including the mandatory log retention under Section 4.2(c) above). Deletion shall be carried out in accordance with the DPDP Act and DPDP Rules.

(f) You shall not provide any Sensitive Personal Data or Information (as defined under the SPDI Rules) without prior written notice to Us and execution of any additional data processing terms as may be required.

4.3 Sub-Processors.

(a) We may engage third-party sub-processors to process Personal Data on Your behalf in connection with the SUTRA.AI Software and SUTRA.AI Services. We shall maintain an up-to-date list of sub-processors engaged in processing Personal Data, which shall be made available to You upon written request.

(b) We shall provide You with prior written notice of at least fifteen (15) days before engaging any new sub-processor for the processing of Personal Data. You may object in writing to the engagement of a new sub-processor within such notice period on reasonable grounds related to data protection. If You object, the Parties shall discuss the matter in good faith to arrive at a commercially reasonable resolution.

(c) We shall ensure that any sub-processor engaged by Us is bound by data protection obligations no less onerous than those set out in this Section 4 and shall remain responsible for any breach of this Agreement by any such sub-processor.

4.4 Cross-Border Data Transfers.

To the extent Customer Data (including Personal Data) is transferred outside of India, such transfer shall be carried out in compliance with the DPDP Act and the DPDP Rules. Under the DPDP Act, cross-border transfers of Personal Data are permitted to all countries except those specifically restricted by the Central Government of India by notification. We shall not transfer Personal Data to any country that has been restricted by such notification. We shall ensure that adequate safeguards are in place to protect Customer Data transferred outside India.

4.5 Grievance Redressal Cooperation.

We shall cooperate with You in responding to any grievances, complaints, or requests received from Data Principals in relation to the processing of their Personal Data under this Agreement. We shall provide You with such information and assistance as You may reasonably require to respond to any such grievance within the timelines prescribed under the DPDP Act and DPDP Rules.

4.6 Security and Compliance.

We may monitor all use of the SUTRA.AI Software for security and operational purposes. We may temporarily suspend Your access to any SUTRA.AI Software if We reasonably determine that such access and use poses a security risk or is a threat to the function of the Software, or in the event a User is engaged in, or We in good faith suspect is engaged in, any unauthorized conduct, including any violation of any terms and conditions of this Agreement, any applicable law, or third-party rights; provided, however, that We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such unauthorized conduct prior to such suspension.

5. FEES AND PAYMENT

5.1 Fees.

The base fee for the services rendered pursuant to the applicable Order shall be invoiced at the start of each month, with payment terms of Net 30 (thirty) days, as outlined in the applicable Order. All invoices shall be raised in Indian Rupees (INR) unless otherwise agreed in writing.

5.2 Goods and Services Tax.

All fees specified in this Agreement or any Order are exclusive of GST. GST shall be charged at the applicable rate as notified by the GST Council from time to time on all invoices and shall be payable by You in addition to the fees. We shall issue GST-compliant tax invoices (including e-invoices through the Invoice Registration Portal, where applicable under law) in accordance with the Central Goods and Services Tax Act, 2017 and the applicable State/Union Territory GST Acts. Each Party shall maintain proper records and comply with all GST filing, reporting, and compliance obligations as required under applicable law.

5.3 Tax Deducted at Source (TDS).

If You are required under the Income Tax Act, 1961 to deduct tax at source (TDS) on any payments made under this Agreement (including under Section 194J or any other applicable provision), You shall: (a) deduct TDS at the applicable rate; (b) deposit the deducted amount with the appropriate tax authority within the prescribed timelines; and (c) provide Us with the original TDS certificate (Form 16A or equivalent) within the timelines prescribed under the Income Tax Act, 1961, and the rules framed thereunder. Failure to provide TDS certificates within the prescribed time shall entitle Us to recover the equivalent amount from You.

5.4 Other Taxes.

Except for GST (addressed in Section 5.2) and TDS (addressed in Section 5.3), You are responsible for paying all other taxes, levies, duties, or similar governmental assessments of any nature, assessable by any jurisdiction whatsoever, associated with Your purchases hereunder. We are solely responsible for taxes assessable against Us based on Our income, property, and employees.

5.5 Suspension of Service.

If any amount owing by You under this Agreement is thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, suspend access to and use of SUTRA.AI Software and SUTRA.AI Services until such amounts are paid in full. We will give You at least ten (10) days’ prior written notice before suspending services under this Section.

5.6 Authorized Resellers and Authorized Marketplaces.

If You purchase SUTRA.AI Software or SUTRA.AI Services through Our authorized reseller or an Authorized Marketplace, this Agreement will govern that SUTRA.AI Software or SUTRA.AI Services, as applicable. Your payment obligations for the SUTRA.AI Software or SUTRA.AI Services acquired through Our authorized reseller or an Authorized Marketplace will be with the authorized reseller or Authorized Marketplace, as applicable, and not with Us. However, in the event You fail to pay Our authorized reseller or the Authorized Marketplace for the SUTRA.AI Software or the SUTRA.AI Services, We retain the right to enforce Your payment obligations and collect directly from You.

6. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

6.1 SUTRA.AI Materials – Intellectual Property Ownership.

Subject to the limited rights granted herein, We and Our licensors hereby retain all right, title, and interest, including all Intellectual Property Rights, in and to the SUTRA.AI Materials, including all duplicates, derivative works, modifications, enhancements, and adaptations thereto. The SUTRA.AI Software is licensed, not sold. No rights are assigned or granted to You hereunder, other than as expressly set forth in this Agreement, and no implied license or right of any kind is granted to You. You will not delete or in any manner alter Our copyright, patent, trademark, or other proprietary notices, if any, appearing in any SUTRA.AI Materials. The SUTRA.AI Software and its underlying code, structure, organization, and algorithms are protected under the Copyright Act, 1957, the Patents Act, 1970, the Trade Marks Act, 1999, and applicable international treaties.

6.2 Customer Materials – Intellectual Property Ownership.

Subject to the limited rights granted herein, You retain all right, title, and interest, including all Intellectual Property Rights, in Customer Materials. We will not delete or in any manner alter Your copyright, trademark, and other proprietary notices, if any, appearing on any Customer Materials.

6.3 License to Customer Materials.

You grant Us, Our Affiliates, and applicable contractors a royalty-free, non-exclusive, irrevocable (subject to Your rights to terminate this Agreement) license, with the right to grant sublicenses as set forth below, (a) to process, transmit, use, disclose, and display Customer Materials to perform Our obligations under this Agreement; and (b) to anonymize and aggregate Customer Data and use such aggregated and anonymized data for purposes of calculating benchmarks and other analyses that We use internally or to improve the SUTRA.AI Services, provided We shall not use or disclose any Personal Data or reveal Your identity in connection with such use of Customer Data, and provided such use is in compliance with Applicable Data Protection Law. We may sublicense this license to any third party who acts for or in support of Us, provided that We are responsible for any breach of this Agreement by any such sublicensee.

6.4 License to Use Feedback.

You grant to Us and Our Affiliates a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, royalty-free license, without restriction, to use in any manner and incorporate into Our and/or Our Affiliates’ products or services, any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to Our or Our Affiliates’ current or future products or services.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information.

“Confidential Information” means all information disclosed by a Party (the “Disclosing Party”) to the other Party or its Affiliates (the “Receiving Party”) that is designated in writing as confidential. Regardless of marking: (a) Your Confidential Information includes Customer Data; (b) Our Confidential Information includes the SUTRA.AI Services, SUTRA.AI Materials, and any performance testing or benchmarking results or other evaluations of or conclusions concerning the SUTRA.AI Materials; and (c) Confidential Information of each Party includes the terms and conditions of this Agreement, including pricing. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party, as shown by contemporaneous written records; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information, as shown by contemporaneous written records.

7.2 Non-Disclosure.

All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party (a) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) will not use, distribute, or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and subcontractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements containing protections not materially less protective than those herein.

7.3 Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or by an order of a court, tribunal, or regulatory authority of competent jurisdiction in India. In such case, the Receiving Party shall give the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will disclose only that portion of the Confidential Information that it is legally required to disclose and will use commercially reasonable efforts to obtain assurances that such Confidential Information will be afforded confidential treatment.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1 Representations.

Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Our Warranties.

We warrant that during an applicable Subscription Term (a) We shall use reasonable efforts consistent with prevailing industry standards to provide the SUTRA.AI Software in material conformance with the SUTRA.AI Documentation, and (b) We shall perform the SUTRA.AI Services in a professional and workmanlike manner in accordance with applicable law. For any breach of any warranty above, Your exclusive remedies are the repair or replacement of the applicable functionality in the SUTRA.AI Software or the re-performance of any substandard SUTRA.AI Services, as applicable. The foregoing warranties are subject to Your implementation within no more than ninety (90) days of all updates and upgrades made available by Us to You.

8.3 Disclaimers.

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION 8, WE DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS AGREEMENT IS A BUSINESS-TO-BUSINESS AGREEMENT AND THE PROVISIONS OF THE CONSUMER PROTECTION ACT, 2019 SHALL NOT APPLY TO THE TRANSACTIONS CONTEMPLATED HEREIN. WE DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY THE HOSTING SERVICES OR ANY THIRD-PARTY HOSTING SERVICE PROVIDERS. NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE INDIAN LAW.

9. MUTUAL INDEMNIFICATION

9.1 Indemnification by Us.

We will defend You against any claim, demand, suit, or proceeding made or brought against You by an unaffiliated third party alleging that any SUTRA.AI Software infringes such third party’s Intellectual Property Rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You, except that We may not settle any Claim Against You unless it unconditionally releases You of all liability; and (c) give Us all reasonable assistance, at Our expense. The foregoing obligation shall not apply with respect to a Claim Against You if such claim arises out of (i) Our compliance with Your specifications; (ii) use of the SUTRA.AI Software in combination with any software, hardware, network, data, or system not supplied by Us; (iii) any modification or alteration of the SUTRA.AI Software by anyone other than Us; (iv) Your continuing the allegedly infringing or misappropriating activity after being informed by Us of modifications that would avoid the alleged infringement or misappropriation; or (v) use of the SUTRA.AI Software other than in accordance with the terms and conditions of this Agreement.

9.2 Indemnification by You.

You will defend, indemnify, and hold Us harmless from and against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action: (i) alleging that any Customer Materials or any Third Party Offering, or Our use thereof, infringes, misappropriates, or otherwise violates a third party’s Intellectual Property Rights or other rights; (ii) arising from or related to Your or Your Users’ use of the SUTRA.AI Software or Customer Data in violation of this Agreement, the SUTRA.AI Documentation, Applicable Data Protection Law, or any other applicable law; and (iii) arising from or related to Your or Your Users’ material breach of this Agreement (each a “Claim Against Us”), provided We (a) promptly give You written notice; (b) give You sole control of the defense and settlement; and (c) give You all reasonable assistance, at Your expense.

9.3 Exclusive Remedy.

Section 9 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim described in this Section 9.

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Consequential Damages.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR (A) LOST PROFITS, REVENUES, OPPORTUNITIES, OR GOODWILL; (B) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES; (C) THE VALUE OF CUSTOMER DATA; (D) YOUR USE OF THE COMPUTATIONAL RESULTS THAT YOU OBTAIN FROM THE USE OF THE SUTRA.AI SOFTWARE; AND (E) THE UNAVAILABILITY OF THE SUTRA.AI SOFTWARE. THE FOREGOING DISCLAIMER APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY UNDER SECTION 7, OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE INDIAN LAW, INCLUDING UNDER SECTION 73 AND SECTION 74 OF THE INDIAN CONTRACT ACT, 1872.

10.2 Liability Cap.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES AND LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SUTRA.AI SOFTWARE GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

11. TERM AND TERMINATION

11.1 Term of Agreement.

This Agreement commences on the date You first accept it and continues until all subscriptions have expired, discontinued, or have been terminated or this Agreement is otherwise terminated in accordance with its terms.

11.2 Service Discontinuation.

You may terminate any month-to-month subscriptions by providing advance written notice to Us of at least thirty (30) days. No refunds will be owed to You for the balance of any prepaid fees. We may terminate any month-to-month subscriptions by providing notice to You of at least six (6) months.

11.3 Termination for Cause.

A Party may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to the other Party of a material breach by such other Party, if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy, insolvency proceedings, corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016, winding up, receivership, liquidation, or assignment for the benefit of creditors.

11.4 Refund or Payment upon Termination.

If You terminate this Agreement in accordance with Section 11.3, We will refund You any prepaid fees for the SUTRA.AI Software and SUTRA.AI Services that have not yet been provided as of the effective date of termination. If We terminate this Agreement in accordance with Section 11.3, You will pay any unpaid fees covering the remainder of the term. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11.5 Customer Materials Portability and Deletion.

If the Deployment Environment is Our hosting services account, then, upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Customer Materials available to You in the then-current format in which it was stored. After such 30-day period, We will have no obligation to maintain or provide You any Customer Materials, and We will thereafter delete or destroy all copies thereof in Our systems or otherwise in Our possession or control, unless legally prohibited under applicable Indian law. Notwithstanding the foregoing, deletion of Personal Data shall be subject to the mandatory log retention obligations under Section 4.2(c) and the DPDP Act and DPDP Rules.

11.6 Effect of Termination.

At the end of a Subscription Term that is not renewed or upon the discontinuation, expiration, or termination of this Agreement, You shall cease all use of the SUTRA.AI Materials and shall permanently and irretrievably delete and destroy all copies of the SUTRA.AI Materials. You shall certify such cessation, deletion, and destruction to Us in writing within fifteen (15) days of the termination date. The sections titled Section 1 (Definitions), Section 2.2.3 (Access), Section 2.3 (Usage Restrictions), Section 2.4 (Audit Rights), Section 2.5 (SUTRA.AI Runtime), Section 3 (Non-SUTRA.AI Providers), Section 4 (Data Protection), Section 5 (Fees and Payment), Section 6 (Proprietary Rights and Intellectual Property), Section 7 (Confidentiality), Section 8.3 (Disclaimers), Section 9 (Mutual Indemnification), Section 10 (Limitation of Liability), Sections 11.4 through 11.6, Section 12 (Governing Law and Dispute Resolution), and Section 13 (General Provisions) will survive any termination or expiration of this Agreement.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The applicability of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.

12.2 Dispute Resolution – Arbitration.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, which the Parties are unable to resolve amicably within thirty (30) days of written notice of such dispute, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties fail to agree on a sole arbitrator within fifteen (15) days of the referral to arbitration, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be New Delhi, India. The language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties and enforceable in any court of competent jurisdiction.

12.3 Jurisdiction.

Subject to Section 12.2, the courts at New Delhi, India shall have exclusive jurisdiction over any proceedings arising out of or in connection with this Agreement.

12.4 Injunctive Relief.

Notwithstanding Section 12.2, either Party acknowledges and agrees that any unauthorized use of the other Party’s Confidential Information or Intellectual Property Rights may cause immediate and irreparable injury, and the aggrieved Party shall be entitled to seek interim or injunctive relief from any court of competent jurisdiction in India, without the requirement to furnish any security or bond, and without prejudice to any other rights and remedies available under this Agreement or applicable law.

12.5 Manner of Giving Notice.

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after dispatch by registered post (with acknowledgment due) or recognized courier, or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant SUTRA.AI Services system administrator designated by You. Notices to Us will be emailed to legal@sutra.ai or sent by post at: Sutra AI Private Limited, A-19 G/F, FIEE Complex, Kartar Tower, Okhla Phase-2, Okhla Industrial Estate, South Delhi, New Delhi, Delhi – 110020, India.

13. GENERAL PROVISIONS

13.1 Compliance with Applicable Laws.

Each Party shall comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement, including without limitation the Information Technology Act, 2000, the DPDP Act, the DPDP Rules, the Indian Contract Act, 1872, the Copyright Act, 1957, the Foreign Exchange Management Act, 1999 (to the extent applicable), and any export control regulations applicable in India.

13.2 Anti-Corruption.

Each Party represents and warrants that it has not and shall not, directly or indirectly, offer, promise, give, or authorize the payment of any illegal or improper bribe, kickback, payment, gift, or thing of value to any government official, political party, or private party in connection with this Agreement, in violation of the Prevention of Corruption Act, 1988 (as amended by the Prevention of Corruption (Amendment) Act, 2018), or any other applicable anti-corruption law. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

13.3 High-Risk Applications.

SUTRA.AI Materials are not intended for use in, and You agree the SUTRA.AI Materials will not be used in, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines, or other equipment or applications in which the failure thereof could lead to death, personal injury, or severe physical or environmental damage. We disclaim any and all liability arising out of, or related to, any such use of the SUTRA.AI Materials.

13.4 Entire Agreement and Order of Precedence.

This Agreement constitutes the entire agreement between the Parties regarding the SUTRA.AI Software and SUTRA.AI Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Product-Specific Terms, (2) the applicable Order, and (3) this Agreement.

13.5 Assignment.

Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent; provided, however, either Party may assign this Agreement in its entirety to an Affiliate or in connection with a merger, acquisition, corporate reorganization, change of control, or similar transaction, or sale of all or substantially all of its assets related to this Agreement, upon prior written notice to the other Party. Any assignment in violation of this Section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

13.6 Force Majeure.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the reasonable control of such Party, including but not limited to acts of God, natural disasters, epidemics, pandemics, government actions or orders, strikes, lockouts, civil unrest, war, terrorism, failure of telecommunications networks, or power outages, provided that the affected Party gives prompt written notice to the other Party and uses commercially reasonable efforts to mitigate the impact of such event.

13.7 Severability.

If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.8 Waiver.

No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

13.9 Publicity and Non-Disparagement.

Neither Party shall use the other Party’s name, logo, or trademarks in any listing, press release, or marketing material without the other Party’s prior written consent, such consent not to be unreasonably withheld. Each Party agrees, and shall cause its Affiliates, not to disparage the other Party or its officers, directors, employees, shareholders, agents, or Affiliates in any manner that is reasonably likely to be harmful to any of them or their businesses or personal reputation.

13.10 Relationship of the Parties.

The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

13.11 Third-Party Beneficiaries.

There are no third-party beneficiaries under this Agreement. Your Affiliates may purchase SUTRA.AI Software or SUTRA.AI Services subject to the terms of this Agreement by entering into a separate Order. You are responsible for Your Affiliates’ compliance with the terms and conditions of this Agreement.

13.12 Stamp Duty.

Any stamp duty, registration charges, or similar governmental fees payable in connection with the execution or performance of this Agreement shall be borne by You, unless otherwise agreed in writing between the Parties.

13.13 Language.

This Agreement is executed in the English language. In the event of any translation, the English version shall prevail.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.