Suvarna Nyayanidhi Private Limited

1. Acceptance of Terms

1.1 These Terms of Service (hereinafter referred to as the "Terms") constitute a legally binding agreement between the entity or organisation subscribing to the Platform (hereinafter referred to as the "Client," "you," or "your") and Suvarna Nyayanidhi Private Limited, a company incorporated under the Companies Act, 2013, bearing Corporate Identification Number U69100KA2024PTC190185, having its registered office at #47, Boothanapatte Estate, Masagali Village, Chikkamangalur, Mallandur, Chickmagalur, Karnataka 577130, India (hereinafter referred to as the "Company," "we," "us," or "our").

1.2 By accessing, registering on, or using the contract management platform operated by the Company and accessible at www.rilin.ai (hereinafter referred to as the "Platform"), the Client agrees to be bound by these Terms, the Privacy Policy, and any additional terms, policies, or guidelines incorporated herein by reference.

1.3 If the individual accepting these Terms is doing so on behalf of an organisation, such individual represents and warrants that they have the authority to bind such organisation to these Terms. If such individual does not have such authority, or if the organisation does not agree to these Terms, such individual and such organisation shall not access or use the Platform.

1.4 The Client represents that it is a duly organised and validly existing entity under the laws of its jurisdiction of incorporation or registration, and that the individual accepting these Terms on behalf of the Client is of legal age and has full power and authority to bind the Client to these Terms.

1.5 The Company reserves the right to accept or reject any registration application at its sole discretion.

1.6 The Company reserves the right to amend these Terms at any time. Material amendments shall be notified to the Client by email to the registered email address and by posting a notice on the Platform not less than fifteen (15) days prior to the effective date of such amendment. Continued use of the Platform after the effective date of any amendment shall constitute acceptance of the amended Terms. If the Client does not agree to the amended Terms, the Client shall discontinue use of the Platform and may terminate the subscription in accordance with Section 13.

2. Definitions

2.1 In these Terms, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below. Capitalised terms used but not defined herein shall have the meanings ascribed to them in the Privacy Policy.

(a) "Applicable Law" shall mean all laws, statutes, rules, regulations, ordinances, orders, directions, and notifications for the time being in force in India and applicable to the subject matter of these Terms.

(b) "Authorised Users" shall mean the individuals designated by the Client who are authorised to access and use the Platform on behalf of the Client, including signatories, legal team members, and other personnel added to the Client’s account.

(c) "Client Data" shall mean all data, documents, contracts, templates, and other materials uploaded to, created on, or generated through the Platform by the Client or its Authorised Users, including Contract Data as defined in the Privacy Policy.

(d) "Confidential Information" shall mean any information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including Client Data, business plans, pricing, technical specifications, and proprietary methodologies.

(e) "Fees" shall mean the fees payable by the Client for access to and use of the Platform, as specified in the applicable pricing plan selected at the time of registration or as agreed in a separate Order Form.

(f) "Intellectual Property" shall mean all patents, trademarks, service marks, copyrights, trade secrets, know-how, inventions, algorithms, software code, user interfaces, designs, databases, and all other intellectual property rights, whether registered or unregistered.

(g) "Order Form" shall mean any order form, statement of work, or similar document executed by the parties that references these Terms and sets forth the specific services, pricing, and other commercial terms applicable to the Client’s subscription.

(h) "Platform Outputs" shall mean all outputs generated by the Platform from Client Data, including extracted obligations, indexed terms, risk assessments, risk profiles, and any other analysis or reports produced by the Platform’s automated processing systems.

(i) "Subscription Term" shall mean the period during which the Client is entitled to access and use the Platform, as specified in the applicable pricing plan or Order Form.

3. Description of Services

3.1 The Platform provides contract management services, including the following:

(a) Contract drafting: tools for drafting new contracts using templates and assisted drafting features;

(b) Contract storage: secure storage of contracts uploaded by the Client or drafted on the Platform;

(d) Clause indexing: automated segmentation, indexing, and classification of contractual clauses;

(e) Risk profiling: automated assessment and categorisation of contractual risk based on extracted terms and obligations; and

(f) Legal advisor connection: facilitation of connections between Clients and independent legal advisors for human legal review, upon the Client’s request; and

(g) Such other features and functionalities as may be made available by the Company from time to time.

3.2 The Company reserves the right to modify, update, or discontinue any feature or functionality of the Platform at any time, with or without notice. The Company shall use commercially reasonable efforts to notify the Client of material changes to the Platform’s functionality.

3.3 No Legal Advice

3.3.1 The Platform is a technology tool for contract management and does not constitute, and shall not be construed as constituting, legal advice, legal opinion, or the practice of law in any jurisdiction. The Company is not a law firm and does not provide legal services.

3.3.2 The Platform Outputs, including obligation extractions, clause indexing, risk assessments, and risk profiles, are generated by automated systems, including third-party large language models, and are provided for informational and organisational purposes only. Such outputs may contain inaccuracies, omissions, or errors. The Company does not warrant or represent that the Platform Outputs are accurate, complete, current, or fit for any particular legal, commercial, or regulatory purpose.

3.3.3 The Client acknowledges and agrees that it shall not rely on Platform Outputs as a substitute for independent legal review by qualified legal counsel. The Client assumes sole responsibility for all decisions made on the basis of Platform Outputs, including decisions relating to the execution, performance, enforcement, or termination of contracts.

3.3.4 The Company shall bear no liability for any loss, damage, claim, or liability arising from the Client’s reliance on Platform Outputs, including any loss arising from an obligation that was not extracted, a risk that was not identified, a clause that was incorrectly classified, or any other inaccuracy or omission in the Platform’s analysis.

3.3.5 For the avoidance of doubt, the Company shall bear no liability for any loss arising from the unavailability of the Platform, whether scheduled or unscheduled, including any missed contractual deadlines, obligations, or limitation periods. The Client is solely responsible for maintaining independent records of its contractual obligations and deadlines.

3.4 Access to Legal Consultants

3.4.1 The Platform may provide Clients with access to legal consultants empanelled by the Company for the purpose of obtaining human legal review and advice in relation to their contracts and legal matters. This feature is optional and is not a mandatory component of the Platform services. The Client is under no obligation to utilise this feature, and the availability and scope of the Platform’s core services are not contingent upon the Client’s use of or access to legal consultants.

3.4.2 Any legal advice received by the Client through such consultation is the professional opinion of the individual consultant and is not an output of the Platform. The disclaimers set forth in Clauses 3.3.1 through 3.3.4 apply exclusively to Platform Outputs generated by the Platform’s automated systems and do not extend to advice provided by legal consultants.

3.4.3 The terms governing the scope, deliverables, fees, and liability of any legal advisory engagement shall be as separately agreed between the Client and the relevant consultant, and are not governed by these Terms.

4. Account Registration and Access

4.1 To access the Platform, the Client shall register an account by providing accurate, current, and complete information as required by the registration process. The Client shall promptly update such information to ensure it remains accurate, current, and complete.

4.2 The Client is responsible for designating Authorised Users and for all activities that occur under its account and under the accounts of its Authorised Users. The Client shall ensure that each Authorised User complies with these Terms.

4.3 The Client shall maintain the security and confidentiality of all login credentials associated with its account and shall immediately notify the Company of any unauthorised access to or use of its account. The Company shall not be liable for any loss or damage arising from the Client’s failure to maintain the security of its login credentials.

4.4 The Client shall not share login credentials among multiple individuals. Each Authorised User shall have a separate account with unique login credentials.

5. Fees and Payment

5.1 The Client shall pay the Fees applicable to the pricing plan selected at the time of registration or as agreed between the parties in a separate Order Form. The applicable Fees, billing frequency, and payment terms shall be as set forth in the pricing plan or Order Form.

5.2 All Fees are exclusive of applicable taxes, including the Goods and Services Tax ("GST") under the Central Goods and Services Tax Act, 2017, and the applicable State or Integrated Goods and Services Tax Acts. All applicable taxes shall be borne by the Client and shall be payable in addition to the Fees.

5.3 Fees are due and payable in accordance with the billing frequency specified in the applicable pricing plan or Order Form. Unless otherwise agreed, the Company shall raise invoices in advance and payment shall be due within the period specified in the invoice.

5.4 If any invoice remains unpaid for more than fifteen (15) days beyond the due date, the Company may, without prejudice to any other rights or remedies available to it: (a) charge interest on the overdue amount at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of actual payment; and (b) suspend the Client’s access to the Platform upon seven (7) days’ prior written notice, until all outstanding amounts are paid in full.

5.4.1 Suspension of access under Clause 5.4 does not constitute termination of the subscription and does not trigger the data retention and deletion process set forth in Section 10. During any period of suspension, the Client’s data shall be retained by the Company. Access shall be restored promptly upon payment of all outstanding amounts, including accrued interest. If the Client fails to cure the payment default within sixty (60) days of the date of suspension, the Company may terminate these Terms immediately upon written notice to the Client, at which point the data retention and deletion process under Section 10 shall commence.

5.5 The Company reserves the right to revise the Fees applicable to any pricing plan. The revised Fees shall take effect at the commencement of the next Subscription Term following notice of such revision. Fees applicable under an Order Form shall not be revised during the term of such Order Form unless expressly agreed by the parties.

5.6 All Fees paid are non-refundable.

6. Client Obligations and Acceptable Use

6.1 General Obligations

The Client shall: (a) use the Platform only for lawful purposes and in accordance with these Terms; (b) ensure that all information provided to the Company, including information provided during registration and onboarding, is accurate, current, and complete; (c) comply with all applicable laws, rules, and regulations in connection with its use of the Platform; and (d) ensure that all Authorised Users comply with these Terms.

6.2 Acceptable Use Restrictions

The Client shall not, and shall ensure that its Authorised Users do not:

(a) access or use the Platform for any purpose that is unlawful, fraudulent, or prohibited by these Terms;

(b) upload, transmit, or store any material that infringes any Intellectual Property right, right of privacy, or other proprietary right of any third party;

(c) upload, transmit, or store any material that is defamatory, obscene, threatening, abusive, or otherwise objectionable;

(d) attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform or any component thereof;

(e) attempt to gain unauthorised access to the Platform, other accounts, computer systems, or networks connected to the Platform;

(f) use the Platform to develop or train any competing product or service, or to benchmark the Platform against any competing product or service, without the prior written consent of the Company;

(g) use any automated means, including bots, scrapers, or crawlers, to access or interact with the Platform, except through APIs expressly made available by the Company;

(h) sublicense, resell, distribute, or make the Platform available to any third party, whether for a fee or otherwise, without the prior written consent of the Company; or

(i) interfere with or disrupt the integrity, performance, or availability of the Platform or the data contained therein.

6.3 Client Data Warranty

6.3.1 The Client represents and warrants that it possesses a lawful basis under the Digital Personal Data Protection Act, 2023, and any other applicable data protection law, for sharing with the Company all Client Data that contains personal data of third parties, including counterparties, directors, guarantors, employees, shareholders, and other individuals named in contracts uploaded to or drafted on the Platform.

6.3.2 The Client further represents and warrants that it has obtained all necessary contractual permissions, consents, or authorisations from the relevant counterparties to upload, share, and make available to the Company the contracts and documents comprising the Client Data, including where such contracts contain confidentiality provisions or other restrictions on disclosure to third parties. The Client shall ensure that its use of the Platform does not result in a breach of any confidentiality obligation owed by the Client to any counterparty.

6.3.3 Where required under applicable law, the Client shall have provided appropriate notice to such third parties that their personal data may be processed by the Company through the Platform for the purposes of contract management, obligation extraction, and risk assessment.

6.3.4 The Client shall indemnify and hold harmless the Company from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with the Client’s breach of the warranties set forth in Clauses 6.3.1, 6.3.2, and 6.3.3.

6.4 Compliance with Laws

The Client is solely responsible for ensuring that its use of the Platform, and the contracts drafted, stored, or managed through the Platform, comply with all applicable laws, regulations, and industry standards. The Company makes no representation that the Platform or any Platform Output is compliant with any specific legal or regulatory requirement applicable to the Client’s business or industry.

7. Intellectual Property

7.1 Company Intellectual Property

7.1.1 The Platform, including all software, algorithms, models, user interfaces, designs, documentation, and all related Intellectual Property, is and shall remain the exclusive property of the Company. Nothing in these Terms shall be construed as granting the Client any right, title, or interest in or to the Platform or the Company’s Intellectual Property, except for the limited licence expressly granted in Clause 7.3.

7.1.2 The Company’s name, logo, trademarks, and service marks are the exclusive property of the Company. The Client shall not use any of the Company’s trademarks or service marks without the prior written consent of the Company.

7.2 Client Data

7.2.1 As between the parties, the Client retains all right, title, and interest in and to the Client Data. The Company does not claim any ownership of the Client Data.

7.2.2 The Client grants to the Company a non-exclusive, worldwide, royalty-free licence to use, store, process, reproduce, and display the Client Data solely to the extent necessary to provide the Platform services, including the automated processing described in the Privacy Policy, subject at all times to applicable data protection law, including any restrictions on cross-border transfer of personal data under the Digital Personal Data Protection Act, 2023. This licence shall terminate upon the deletion of the Client Data in accordance with Section 10.

7.3 Licence to Use the Platform

7.3.1 Subject to the Client’s compliance with these Terms and payment of the applicable Fees, the Company grants to the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Subscription Term, solely for the Client’s internal business purposes.

7.3.2 This licence does not include any right to: (a) sublicense, resell, or distribute the Platform or access thereto; (b) modify, adapt, or create derivative works of the Platform; or (c) use the Platform for the benefit of any third party.

7.4 Platform Outputs

7.4.1 Platform Outputs are generated from Client Data using the Company’s proprietary technology. The Client may use Platform Outputs for its internal business purposes. As between the parties, Platform Outputs derived from a Client’s data shall be treated as Client Data for purposes of ownership and access.

7.4.2 The Company retains all rights in the underlying algorithms, models, methodologies, and technology used to generate Platform Outputs. Nothing in these Terms shall be construed as granting the Client any right in such underlying technology.

7.5 Feedback

If the Client provides suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), the Client hereby grants to the Company an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive licence to use, reproduce, modify, adapt, publish, distribute, sublicense, and otherwise exploit such Feedback for any purpose, without restriction, attribution, or compensation to the Client.

8. Confidentiality

8.1 Each party (the "Receiving Party") shall maintain in confidence the Confidential Information of the other party (the "Disclosing Party") and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted under these Terms.

8.2 The obligations of confidentiality set forth in Clause 8.1 shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by written records; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (d) is received from a third party who is not under an obligation of confidentiality to the Disclosing Party.

8.3 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or tribunal, provided that the Receiving Party shall, to the extent legally permissible, give the Disclosing Party prompt written notice of such requirement and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

8.4 The obligations of confidentiality under this Section shall survive the termination or expiry of these Terms for a period of three (3) years from the date of such termination or expiry, except with respect to trade secrets, which shall remain subject to confidentiality obligations for so long as they qualify as trade secrets under applicable law.

9. Data Handling and Privacy

9.1 The collection, use, storage, processing, transfer, and protection of personal data by the Company is governed by the Privacy Policy, which forms an integral part of these Terms and is incorporated herein by reference. In the event of any conflict between these Terms and the Privacy Policy on matters relating to the processing of personal data, the Privacy Policy shall prevail.

9.2 The Client acknowledges that the Platform processes Client Data, including Contract Data, using automated systems and third-party artificial intelligence service providers as described in the Privacy Policy. The Client consents to such processing as a condition of using the Platform.

9.3 The Company shall implement and maintain reasonable security safeguards to protect Client Data against unauthorised access, disclosure, alteration, or destruction, in accordance with the security measures described in the Privacy Policy.

9.4 Breach Notification

9.4.1 In the event of a personal data breach affecting Client Data, the Company shall notify the Client within seventy-two (72) hours of becoming aware of such breach. The notification shall include, to the extent known: (a) the nature and scope of the breach; (b) the categories of data affected; (c) the measures taken or proposed to be taken to contain the breach; and (d) the measures taken or proposed to mitigate the impact on affected individuals.

9.4.2 Upon receiving notification from the Company, the Client shall be responsible for notifying its own counterparties, employees, and other third parties whose personal data may have been affected, to the extent required by applicable law.

9.4.3 Each party shall cooperate with the other in investigating and remediating any personal data breach.

10. Data Retention and Deletion

10.1 During the Subscription Term, the Client may access, export, and manage its Client Data through the Platform.

10.2 Post-Termination Data Handling

10.2.1 Upon the termination or expiry of the Client’s subscription, the Company shall retain Client Data for a period of sixty (60) days (the "Export Period") to enable the Client to export its data from the Platform.

10.2.2 During the Export Period, the Client may access the Platform solely for the purpose of exporting its Client Data. The Company shall provide export functionality in commonly used formats, which may include the original file format in which documents were uploaded, PDF, and structured data formats such as CSV or JSON for extracted obligations and metadata.

10.2.3 Upon the expiry of the Export Period, the Company shall permanently and irreversibly delete all Client Data from its active systems. Deletion from backup systems shall occur in accordance with the Company’s backup rotation schedule.

10.2.4 The Client acknowledges and agrees that following permanent deletion of Client Data, such data shall be irrecoverable. The Company shall bear no liability for any loss, damage, or inconvenience arising from the Client’s failure to export its data during the Export Period.

10.3 Legally Mandated Retention

Notwithstanding the foregoing, the Company may retain specific data where such retention is mandated by applicable law, including: (a) financial and billing records required to be maintained under the Income Tax Act, 1961, or the Central Goods and Services Tax Act, 2017; and (b) Cloud Audit Logs retained for the periods specified in the Privacy Policy. Such retained data shall continue to be protected in accordance with the Privacy Policy.

11. Availability and Support

11.1 The Company shall use commercially reasonable efforts to maintain the availability of the Platform. The Client acknowledges that the Platform may be subject to scheduled maintenance, updates, and occasional unscheduled downtime due to circumstances beyond the Company’s reasonable control.

11.2 The Company does not guarantee any specific level of uptime or availability and makes no binding service level commitments under these Terms. In the event that the Company introduces a formal service level agreement in respect of the Platform, such agreement shall be set forth in a separate schedule or addendum to these Terms or in the applicable Order Form.

11.3 The Company shall provide customer support to the Client through the channels and during the hours specified on the Platform or in the applicable Order Form.

12. Disclaimers

12.1 The Platform and all Platform Outputs are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

12.2 Without limiting the generality of the foregoing, the Company does not warrant or represent that:

(a) the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components;

(b) Platform Outputs, including obligation extractions, risk assessments, and clause indexing, will be accurate, complete, current, or reliable;

(d) any defects or errors in the Platform will be corrected; or

(e) the Platform is compliant with any specific legal, regulatory, or industry standard applicable to the Client’s business.

12.3 The Client acknowledges that the Platform uses third-party artificial intelligence models and services for contract analysis and that the outputs of such models are inherently probabilistic and may contain errors, hallucinations, or omissions. The Company shall not be liable for any inaccuracy in the output of such third-party models.

12.4 Nothing in these Terms shall exclude or limit any rights that the Client may have under the Consumer Protection Act, 2019, to the extent that such rights cannot be excluded or limited by contract.

12.5 The disclaimers set forth in this Section shall apply to the maximum extent permitted by Applicable Law.

13. Term and Termination

13.1 Subscription Term

The initial Subscription Term shall be as specified in the applicable pricing plan or Order Form. Unless terminated in accordance with this Section, the subscription shall automatically renew for successive periods of the same duration as the initial Subscription Term, unless either party provides written notice of non-renewal not less than thirty (30) days prior to the end of the then-current Subscription Term.

13.2 Termination for Convenience by Client

The Client may terminate its subscription at any time by providing written notice to the Company. Termination for convenience shall take effect at the end of the then-current billing period. No refund shall be issued for any prepaid Fees covering the remainder of the billing period following the notice of termination.

13.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

(a) the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or

(b) the other party becomes the subject of a petition in insolvency, bankruptcy, receivership, or winding up proceedings, or makes an assignment for the benefit of creditors, or any analogous proceeding under applicable law.

13.4 Termination by Company

The Company may suspend or terminate the Client’s access to the Platform immediately upon written notice if: (a) the Client fails to pay any Fees when due and such failure continues for more than fifteen (15) days after written notice; (b) the Client violates the acceptable use restrictions set forth in Section 6.2; or (c) the continued provision of services to the Client would, in the Company’s reasonable judgment, expose the Company to legal liability or jeopardise the security, integrity, or availability of the Platform for other Clients.

13.5 Effects of Termination

Upon termination or expiry of these Terms for any reason:

(a) the Client’s right to access and use the Platform shall cease immediately, subject to the Export Period described in Section 10;

(b) any outstanding Fees shall become immediately due and payable;

(c) each party shall return or destroy all Confidential Information of the other party in its possession, except as required by applicable law or as expressly permitted under these Terms;

(d) the provisions of these Terms that by their nature are intended to survive termination shall survive, including Sections 3.3 (No Legal Advice), 6.3 (Client Data Warranty), 7 (Intellectual Property), 8 (Confidentiality), 9.4 (Breach Notification), 10 (Data Retention and Deletion), 12 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 16 (General Provisions).

14. Limitation of Liability

14.1 To the maximum extent permitted by applicable law, the aggregate liability of the Company arising out of or in connection with these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total Fees paid by the Client to the Company during the twelve (12) month period immediately preceding the event giving rise to the claim.

14.2 To the maximum extent permitted by applicable law, in no event shall the Company be liable for any:

(a) indirect, incidental, special, consequential, punitive, or exemplary damages;

(b) loss of profits, revenue, business, goodwill, or anticipated savings;

(d) loss arising from the inaccuracy, incompleteness, or unreliability of any Platform Output, including any obligation that was not extracted, any risk that was not identified, or any clause that was incorrectly classified; or

(e) loss arising from any interruption, suspension, or termination of the Platform,

whether or not the Company has been advised of the possibility of such damages.

14.3 The limitations set forth in this Section shall not apply to: (a) the Company’s liability for death or personal injury caused by its negligence; (b) the Company’s liability for fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

14.4 The Client acknowledges that the Fees reflect the allocation of risk set forth in these Terms, including the limitations of liability in this Section, and that the Company would not enter into these Terms without such limitations.

15. Indemnification

15.1 The Client shall indemnify, defend, and hold harmless the Company and its directors, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with:

(a) the Client’s breach of any representation, warranty, or obligation under these Terms;

(b) the Client’s breach of the third-party personal data warranty set forth in Clause 6.3;

(d) any claim by a third party that the Client Data infringes any Intellectual Property right, right of privacy, or other proprietary right of such third party; or

(e) the Client’s use of Platform Outputs in a manner that causes loss or damage to any third party.

15.2 The Company’s right to indemnification under Clause 15.1 is subject to the Company: (a) giving the Client prompt written notice of any claim for which indemnification is sought; (b) granting the Client reasonable control over the defence and settlement of such claim, provided that the Client shall not settle any claim without the Company’s prior written consent if such settlement would impose any obligation on the Company or admit any liability on the Company’s part; and (c) providing reasonable cooperation to the Client in the defence of such claim, at the Client’s expense.

16. General Provisions

16.1 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. Any dispute, difference, or question arising out of or in connection with these Terms, including any question regarding their existence, validity, interpretation, performance, or termination, shall be subject to the exclusive jurisdiction of the competent courts at Bengaluru, Karnataka, India.

16.2 Notices

All notices under these Terms shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by email to the registered email address of the recipient, provided that the sender has not received a delivery failure notification; or (c) three (3) business days after being sent by registered post or courier to the address of the recipient as specified in the Client’s account or in the applicable Order Form. Notices to the Company shall be sent to: legal@nyayanidhi.in.

16.3 Assignment

The Client shall not assign, transfer, or delegate these Terms or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign these Terms to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor entity assumes the obligations of the Company under these Terms. Any purported assignment in violation of this Clause shall be void.

16.4 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the reasonable control of the affected party, including acts of God, natural disasters, pandemic, epidemic, fire, flood, war, terrorism, civil unrest, labour disputes, government action, failure of telecommunications or power supply, or failure of third-party hosting or cloud services. The affected party shall give prompt notice to the other party of the force majeure event and shall use commercially reasonable efforts to mitigate the impact of such event.

16.5 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Order Form, and any other documents incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

16.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of these Terms, which shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the parties.

16.7 Waiver

The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if made in writing and signed by the waiving party.

16.8 Relationship of Parties

Nothing in these Terms shall be construed as creating a joint venture, partnership, agency, or employment relationship between the parties. Neither party shall have any authority to bind the other party or to incur any obligation on behalf of the other party.

16.9 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in these Terms shall confer any rights or remedies upon any person or entity that is not a party to these Terms.

16.10 Electronic Execution

These Terms may be accepted electronically, and such electronic acceptance shall have the same legal effect as a handwritten signature, in accordance with the Information Technology Act, 2000.

16.11 Publicity

The Client grants the Company a limited, non-exclusive, revocable right to use the Client’s name and logo in the Company’s customer lists, marketing materials, website, and investor communications. The Client may revoke this permission at any time by providing written notice to the Company, and the Company shall remove the Client’s name and logo within thirty (30) days of receiving such notice.

16.12 Anti-Corruption

Each party represents and warrants that it has not, and covenants that it shall not, in connection with these Terms, directly or indirectly offer, pay, promise to pay, authorise the payment of, or give any money, gift, or anything of value to any public official, government employee, or any other person for the purpose of influencing any act or decision of such person or securing any improper advantage, in violation of the Prevention of Corruption Act, 1988, or any other Applicable Law.

17. Contact Information

For any questions, concerns, or notices relating to these Terms, the Client may contact the Company at:

Suvarna Nyayanidhi Private Limited

3rd Floor, No. 133, Raheja Chancery, Brigade Road, Bengaluru, Karnataka 560025, India

Email: legal@nyayanidhi.in

— End of Terms of Service —