These terms of use (“Terms of Use”), together with any Order Form and any other document incorporated by reference herein (collectively, the “Agreement”) form a binding legal agreement between either TATWA's Omniagent or its subsidiaries that have entered into an Order Form with Customer (“TATWA's Omniagent”, “us”, “we”, and “our”) and Customer. These Terms of Use govern Customer’s access to and use of our Services. By using the Services (including the Site) in any way, or executing an Order Form, Customer hereby agrees to these Terms of Use.

1. SERVICES; AVAILABILITY; PERFORMANCE; RESTRICTIONS

1.1 Definitions: The definitions used but not otherwise defined in the body of these Terms of Use are set out in Appendix A (Definitions).

1.2 Use of the TATWA's Omniagent Platform: Subject to Customer’s compliance and in accordance with this Agreement, TATWA's Omniagent will make available for the Order Form Term: (i) the Platform Services to Customer and the applicable Authorized Customer Users; and (ii) the TATWA's Omniagent APIs for Customer and the applicable Authorized Customer Users to access and interact with the Platform Services in accordance with the API Terms, in each case, as more particularly set out in the Order Form.

1.3 Services Updates: TATWA's Omniagent reserves the right to make changes and updates to the Services, provided such change does not materially degrade the Services. TATWA's Omniagent will inform Customer of any material changes or upgrades to the Services by sending an email notification or posting on the Platform Services.

1.4 Additional Services: TATWA's Omniagent will provide any professional services to Customer as may be set out in the Order Form or a SOW (collectively, the “Professional Services”).

1.5 Affiliate Use: An Affiliate of Customer may access and use the Services either as an Authorized Customer User of Customer or by executing an Order Form with TATWA's Omniagent whereby such Affiliate agrees to be bound by the terms of this Agreement directly with TATWA's Omniagent. Similarly, an Affiliate of Customer may receive Professional Services from TATWA's Omniagent under a Statement of Work between TATWA's Omniagent and Customer, or by executing a Statement of Work with TATWA's Omniagent whereby such Affiliate agrees to be bound by the terms of this Agreement directly with TATWA's Omniagent.

1.6 Use of Subcontractors: Customer agrees that TATWA's Omniagent may, from time to time, in its discretion engage third party subcontractors, including subprocessors, to perform Services. TATWA's Omniagent will be responsible for such third parties’ performance of the Services. A list of subprocessors who process

1.7 Customer Responsibilities: Customer will:

1. Be solely responsible for all use of the Platform Services and related documentation under Customer user accounts;
2. Not transfer, resell, lease, license, or otherwise make available the Platform Services to third parties, excluding Authorized Customer Users (except to make the Bot available to End Users as contemplated in the Order Form) or offer them on a standalone basis;
3. Use the Platform Services only in accordance with this Agreement, the Acceptable Use Policy, the Service Specific Terms, the applicable related documentation, any applicable Order Form, and any applicable laws or regulations;
4. Be solely responsible for all acts, omissions, and activities of Authorized Customer Users and End Users, including their question and answer flows within the Bot and any Customer Data that Customer chooses to process in the Bot; their compliance with this Agreement, the Acceptable Use Policy, the Service Specific Terms, the applicable related documentation, any applicable Order Form; and applicable law or regulation;
5. Be solely responsible for any and all Customer Data provided under these Terms of Use, including obtaining all necessary licenses, permissions and consents to enable all material comprising Customer Data, excluding Outputs, to be made available to TATWA's Omniagent for TATWA's Omniagent to transmit, host and store. Customer will make any disclosures in its privacy notices, or as otherwise required under law, regarding Customer’s use of the Services to collect and process Customer Data;
6. Ensure that use of the Services by End Users is subject to Customer’s own user agreement, which must contain provisions disclaiming liability on the part of TATWA's Omniagent and requiring End Users to independently verify Outputs and acknowledge they should not rely on Outputs as necessarily accurate;
7. Use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify TATWA's Omniagent promptly of any such unauthorized access or use.

1.8 Third Party Products and Services: Certain features of the Services provide the option of integration with third party products and services. Customer acknowledges that such Third-Party Products and Services are unaffiliated with TATWA's Omniagent and agrees that availability and performance of certain features will be subject to the availability and performance of such Third-Party Products and Services and any licenses or agreements Customer has accepted with respect to them.

1.9 Third Party Features: If TATWA's Omniagent has identified that a specific feature of the Services is reliant on third party technology in an Order Form or a SOW, Customer will accept and comply with the license terms applicable to such third-party technology that have been identified by OmniAgent in such Order Form or SOW. If Customer does not agree to abide by the applicable license terms for any such third-party technology, then Customer will not access or use the applicable feature. Any exchange of data between Customer and any such provider of third-party technology is solely between Customer and the applicable third-party technology provider. OmniAgent does not warrant or support such third-party technology, or guarantee the availability or usability of any such feature provided through such third-party technology.

2. OWNERSHIP OF IP AND DATA

2.1 Ownership of Customer Data: As between Customer and TATWA's Omniagent, Customer owns all right, title and interest in and to Customer Data. Customer hereby grants TATWA's Omniagent and its Affiliates a worldwide, royalty-free, non-exclusive license to access Customer Data in order to (i) provide, maintain, and improve the Services for Customer; (ii) perform the obligations set out in this Agreement or required under applicable laws; and (iii) create aggregated and de-identified information that does not contain Personal Information (“Aggregated and Statistical Information”). TATWA's Omniagent may use Aggregated and Statistical Information for any purpose and without obligation to Customer. Aggregated and Statistical Information is not Customer Data and is not Customer’s Confidential Information.

2.2 Ownership of Services; TATWA's Omniagent Models: TATWA's Omniagent owns all right, title, and interest, including Intellectual Property Rights, in and to: (i) the Services, including any TATWA's Omniagent Models comprising thereof; (ii) Aggregated and Statistical Information; (iii) any materials or work product developed or provided by TATWA's Omniagent to Customer under an Order Form or a SOW including as part of the Professional Services (unless otherwise stated in the SOW); and (iv) any changes, updates, enhancements, adaptations, translations, or derivative works to the foregoing. Except for rights granted to Customer, all other rights in and to the Services are expressly reserved by TATWA's Omniagent and its licensors.

2.3 Data Protection: Customer agrees that Personal Information will be held and processed by TATWA's Omniagent in accordance with the terms of its privacy policy as set out on the Site: https://www.tatwa.com/privacy-policy-omniagent/ and, to the extent required by applicable law, the Data Processing Addendum once executed by the Parties.

2.4 Feedback: By providing feedback to TATWA's Omniagent, Customer grants TATWA's Omniagent a perpetual, worldwide, transferable, sublicensable, non-revocable, non-exclusive, royalty-free license to use such feedback for any purpose.

3. AI GOVERNANCE

3.1 AI Safety and Compliance: Customer acknowledges that components of the Services use generative artificial intelligence and that Outputs may be generated using such AI. TATWA's Omniagent applies due diligence and testing on safety, quality, and security of Models and endeavors that use of Models will comply with applicable laws and regulations.

3.2 Improvements to Models: TATWA's Omniagent does not permit its third-party providers to store Customer Data beyond the period reasonably required to provide the Services or to train/fine-tune Models on Customer Data. TATWA's Omniagent may use Aggregated and Statistical Information to improve Models.

4. FEES; PAYMENT

4.1 Fees: Customer will pay the fees described in the applicable Order Form. If no Order Form is signed, Customer will pay fees as specified on the Platform Services. Fees for any Renewal Term will be subject to a 10% increase for the same Services.

4.2 Marketplace Purchases: With TATWA's Omniagent’s consent, Customer may purchase Services through an authorized Marketplace Provider and will then pay the Marketplace Provider in accordance with its invoicing and payment terms.

4.3 Conversations: If Customer purchases a set number of Conversations and exceeds the limit, TATWA's Omniagent or the Marketplace Provider will invoice Customer for additional Conversations at TATWA's Omniagent’s then-current rates. Proactive campaign Conversations are charged only if the End User responds.

4.4 Invoices and Payment: Invoices will be sent and payment due in accordance with the Order Form. Unless otherwise stated, billing is annual upfront and invoices are payable within 30 days. Late amounts accrue finance charges and may result in suspension or termination of Services.

4.5 Taxes: Fees do not include taxes; Customer is responsible for all Taxes associated with purchases unless a valid exemption certificate is provided.

5. CONFIDENTIALITY

Each Party will protect the other Party’s non-public proprietary information (“Confidential Information") and use it solely for purposes related to this Agreement. Confidential Information excludes public information or information known prior to disclosure. The Receiving Party will not disclose or use Confidential Information except as permitted in this Agreement or with prior written permission. TATWA's Omniagent may disclose this Agreement to Affiliates, investors, consultants, contractors, advisors and partners. Compelled disclosures require prior notice where legally permitted. The Disclosing Party may seek injunctive relief for breach.

6. SUSPENSION OF SERVICES

6.1 Suspension of Services: TATWA's Omniagent may suspend Customer’s access upon degradation or instability of Platform Services, overdue payments of 30 days or more, emergency, suspected fraud, enforcement by authorities, or Customer’s failure to abide by the Agreement. TATWA's Omniagent will have no liability for losses arising from suspension.

7. TERM AND TERMINATION

7.1 Term: This Agreement begins at the start of the Initial Term of the first Order Form and remains in effect until expiry of all outstanding Order Forms. Order Forms set Initial and Renewal Terms; absent other terms, Order Forms auto-renew for successive one-year periods unless either party gives 30 days’ notice prior to expiry.

7.2 Termination: Either Party may terminate immediately for an unremedied material breach after notice, an irremediable material breach, repeated breaches after notice, insolvency events, or inability to comply due to Force Majeure for 60 continuous days.

7.3 Effect of Termination: Termination does not affect accrued rights. Customer will return or destroy TATWA's Omniagent Confidential Information as requested. TATWA's Omniagent will retain Customer Data for a reasonable period to permit export and compliance with law, after which it will destroy Customer Data. Backup copies retained by automatic backup systems are excluded from immediate deletion while retained in accordance with this Agreement.

8. WARRANTIES; DISCLAIMERS

8.1 TATWA's Omniagent Warranty: TATWA's Omniagent warrants Services will be performed in a good and workmanlike manner and consistent with industry standards.

8.2 Customer Warranty: Customer represents it has rights and authority to grant the licenses herein and that Customer Data use will not breach third-party rights. Customer will obtain required consents and disclosures and will not provide sensitive payment data to TATWA's Omniagent or use Services for protected health information unless a HIPAA Business Associate Agreement is executed, where applicable.

8.3 Mutual Warranties: Each Party represents it is duly organized, has requisite authority, and will perform obligations professionally and with diligence.

8.4 General Disclaimer: TATWA's Omniagent does not warrant Services will be uninterrupted or error-free. Except as expressly provided, Services are provided “as is” and “as available.” TATWA's Omniagent disclaims all implied warranties to the maximum extent permitted by law and disclaims accuracy or completeness of Outputs.

8.5 AI Disclaimer: Customer acknowledges Outputs generated by AI may be inaccurate, non-unique, or contain offensive or unauthorized content. AI has inherent limitations including dependence on training data and potential for hallucinations; Services are not a replacement for qualified professionals and Customer must exercise judgment and human oversight.

9. INDEMNIFICATION

9.1 Intellectual Property Indemnification: TATWA's Omniagent will defend Customer against third-party claims alleging Services infringe patents, copyrights, or misappropriate trade secrets and pay amounts finally awarded or included in settlements approved by TATWA's Omniagent, provided TATWA's Omniagent is promptly notified, Customer provides reasonable assistance, and TATWA's Omniagent controls defense and settlement. TATWA's Omniagent’s obligations do not apply to claims based on Customer’s unauthorized use, Customer Data, or modifications by Customer. Remedies include replacement, license procurement, or termination and refund if necessary.

9.2 Mutual Indemnification: Each Party agrees to defend the other for Third Party Claims arising from the Indemnifying Party’s breaches or obligations, including Customer’s breach of Sections regarding Customer Data or TATWA's Omniagent’s unauthorized disclosure of Personal Information, subject to the terms herein.

10. CONDITIONS

In consideration of indemnification, the Indemnified Party will promptly notify the Indemnifying Party of the claim, give the Indemnifying Party sole control of defense and settlement, and provide reasonable assistance.

11. LIMITATION OF LIABILITY

11.1 Limitation on Indirect Liability: Neither Party will be liable for consequential, incidental, punitive or special damages in connection with this Agreement.

11.2 Limitation on Amount of Liability: Each Party’s aggregate liability for all claims will not exceed the Fees paid or payable by Customer to TATWA's Omniagent in the previous six (6) months preceding the claim, to the maximum extent permitted by law.

11.3 Exceptions to Limitations: These limitations do not apply to indemnification obligations; TATWA's Omniagent’s aggregate liability for indemnification claims will not exceed Fees paid or payable in the previous twelve (12) months preceding the claim.

12. MISCELLANEOUS

12.1 Force Majeure: Neither Party shall be liable for failure or delay due to causes beyond reasonable control (except payment obligations). Affected Party shall notify the other within seven (7) days. If event continues beyond sixty (60) days, either Party may terminate without liability except for accrued obligations.

12.2 Relationship of the Parties: Parties are independent contractors; nothing constitutes partnership, joint venture, agency, or employment relationship.

12.3 Responsibility for End-User Support: TATWA's Omniagent has no obligation to provide support directly to Authorized Customer Users or End Users unless set forth in an Order Form.

12.4 Interpretation: Interpretive rules include that headings are for convenience, “include” is illustrative not limiting, “or” is inclusive, monetary references are in INR unless otherwise stated, and references include successors and legislative amendments.

12.5 Governing Law and Jurisdiction: This Agreement is governed by the laws of India and the courts of Bhubaneswar, Odisha, India shall have exclusive jurisdiction. CISG is excluded.

12.6 Assignment: Neither Party may assign without prior written consent, except TATWA's Omniagent may assign to an Affiliate or successor in connection with a merger, acquisition, or sale of assets.

12.7 Publicity: TATWA's Omniagent may identify Customer as a client in marketing materials and the Customer grants a non-exclusive, royalty-free license to use Customer’s name and logo during the Agreement.

12.8 Notices: Notices must be in English and delivered by hand, registered post, recognized courier, or email with read receipt to the addresses specified. Notices to TATWA's Omniagent shall be sent to:
TATWA's Omniagent / Tatwa Technologies Ltd.
Attention: Legal Department
Plot No. -E-52, Infocity,
Bhubaneswar - 751023, Odisha, India.
Email: talktous@TATWA's Omniagent.in
With a copy to: legal@TATWA's Omniagent.in (for formal legal notices)

12.9 Binding Nature: This Agreement binds and benefits Parties and their successors and permitted assigns.

12.10 Amendments and Waiver: No amendment is effective unless in writing and signed by authorized representatives of both Parties.

12.11 Further Assurances: Each Party shall execute further documents as reasonably required to carry out the Agreement.

12.12 Severability: If any provision is held invalid, it shall be modified or severed to preserve validity of remaining provisions.

12.13 Rights Cumulative: Rights and remedies are cumulative and not exclusive.

12.14 Survival: Any provision of this Agreement which by its nature is intended to survive termination or expiration, including but not limited to Sections on Confidentiality, Ownership, Warranties, Indemnification, Limitation of Liability, and this Miscellaneous section, shall survive such termination or expiration.

12.15 Entire Agreement: This Agreement, comprising these Terms of Use, the Order Form(s), and any documents expressly incorporated by reference (such as the Service Specific Terms, Acceptable Use Policy, and Data Processing Addendum), constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations, proposals, and understandings, whether written or oral.

12.16 Language: This Agreement has been drafted and executed in the English language. Any translation provided is for convenience only, and the English language version shall govern and prevail in all respects. All notices and communications under this Agreement shall be in the English language.