Master Service Agreement

1. INTRODUCTION AND ACCEPTANCE TO THE TERMS OF SERVICE FOR SIRRUS.AI

This Master Services Agreement ("MSA"), together with the applicable Order Form and Statement of Work signed by the Customer (as identified in the relevant Order Form), the Acceptable Use Policy, Privacy Policy, Cookie Policy, and any other terms and conditions agreed to or deemed to be agreed to by the parties under or in connection with any of the foregoing documents (collectively referred as the "Agreement"), constitutes a binding and enforceable legal contract betweenFirst Livingspaces Private Limited (formerly known as TCG Livingspaces Private Limited) ("Company"), having its registered office at Bengal Intelligent Park, Building - Delta, 2nd Floor, Block EP & GP, Sector V, Salt Lake Electronics Complex, Kolkata 700091, West Bengal, India and the Customer.

The terms 'Party' & 'Parties' shall respectively be used to refer to the Company and the Customer individually and collectively, as the context so requires.
Services- means the software-as-a-service offerings, platform access, support, implementation, and any other services provided by the Company to the Customer, as specified in an applicable Order Form and/or Statement of Work.
The Company reserves the sole and exclusive right to update, amend and/or modify the MSA, Acceptable Use Policy, Privacy Policy, Cookie Policy (collectively referred as the "Terms") in whole or in part, by updating the same on the Company's website and in case of major amendments with prior written notice to the Customer through email or any other valid mode of communication. In the event of any material amendment to these Terms by the Company, the Customer shall have the right to terminate the Agreement without penalty by providing written notice within thirty (30) days of receiving such amendment notice, provided such amendment materially and adversely affects the Customer's rights or obligations under the Agreement.
In the event of any conflict or inconsistency between the provisions of the MSA, Order Form, and Statement of Work, the following order of precedence shall apply:
1. Order Form
2. Statement of Work
3. MSA

2. SERVICES

Access to the Services: The Company grants the Customer a limited, non-exclusive, revocable, non-transferable, non-assignable, and non-sublicensable right to access and use the Services, during the Term, solely for the Customer's internal business purposes in accordance with the permitted scope of use as expressly set forth in the Agreement. Such access and use shall be strictly subject to the terms of the Agreement. Except as expressly stated herein, no rights, title, or interest in or to the Services, or any underlying software, models, or Intellectual Property Rights, are transferred or granted to the Customer or any third party, by implication or otherwise.
Subject to the terms of this Agreement, the Company grants the Customer a limited, non-exclusive, non-transferable right during the Term to permit only those individuals designated as "Permitted Users," up to the number specified in the applicable Order Form or Statement of Work, to access and use the Services solely for the Customer's internal business purposes. Each Permitted User must be:
1. an employee of the Customer or
2. a contractor or consultant acting under the Customer's direction and control, provided such use is solely on behalf of the Customer and subject to the terms of this Agreement.
The Customer shall ensure that all Permitted Users comply with this Agreement and shall be responsible for any breach of the Agreement by any Permitted User. The Customer shall not exceed the number of Permitted Users set forth in the applicable Order Form or Statement of Work without the Company's prior written consent and payment of any applicable additional fees.
The Company shall provide all technical support services for the Services provided by the Company to the Customer.
The Customer may, at any time, subscribe to additional features (existing features or new features that may be made available by the Company from time to time) by executing an additional order form.
The Customer acknowledges and agrees that its subscription to, or use of, the Services is not contingent on the delivery of any future functionality or features, nor on any oral or written public statements made by the Company regarding any such future functionality or features.
The Company may, at its sole discretion, update or modify the Services from time to time. However, the Company is under no obligation to release new features or updates and makes no representations or warranties regarding the availability, timing, or content of any future functionality or features, irrespective of any public announcements or comments in this regard.
Restrictions on use of Services: The Customer shall ensure that it, through its duly authorised Permitted Users, uses the Services:
1. strictly for the limited purpose(s) expressly specified in the Agreement and solely for the Customer's internal business operations.
2. in full compliance with the terms of the Agreement and all applicable laws and regulations.
Any use of the Services beyond the expressly permitted scope is strictly prohibited. The Customer shall not use the right granted hereunder or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication.
Acceptable Use and Prohibited Activities: The Customer shall ensure that the Customer and the Permitted Users, do not engage in any of the following activities:
1. Infringement of Intellectual Property:Directly or indirectly infringe upon the Company's Intellectual Property Rights or those of its licensors, suppliers, and/or vendors.
2. Reverse Engineering: Decompile, decipher, disassemble, reverse engineer, or otherwise attempt to derive the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services.
3. Unauthorized Service Provision: Use the Services to provide, directly or indirectly, any services that compete with the Services to any third party, or permit any third party to access or use the Services, except as expressly authorized in writing by the Company or as required by applicable law.
4. Integration Without Authorization: Use the Services without obtaining all necessary permits, consents, or licenses required to integrate or interoperate the Services with other software, hardware, or data utilized or licensed by the Customer.
5. Use on Unsuitable Systems: Utilize the Services on systems that are unsuitable and may not support the core functionality of the Services.
6. Unauthorized Duplication or Modification:Duplicate, modify, or create derivative works from the Services without the Company's prior written consent, or infringe upon any patent, trademark, copyright, or other proprietary rights.
7. Commercial Exploitation: License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services in any manner not expressly permitted by the Company.
8. Transmission of Unsolicited Messages:Send spam or other duplicative or unsolicited messages in violation of applicable laws.
9. Storage or Transmission of Prohibited Content:Send or store content that is infringing, obscene, threatening, libelous, pornographic, paedophilic, invasive of another's privacy (including bodily privacy), or otherwise unlawful or tortious, including material harmful to children or violative of third-party privacy rights.
10. Introduction of Malicious Code: Send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs, including those designed to interrupt, destroy, or limit the functionality of any computer resource.
11. Interference with Services: Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
12. Unauthorized Sharing of Access Credentials:Share access credentials (including Access Codes) of the Services with any third party, including competitors of the Company.
13. Violation of National Security and Public Order:Transmit, store, update, or share any information that threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognizable offence, or prevents investigation of any offence, or is insulting to other nations.
14. Dissemination of false or misleading information:Deceive or mislead the addressee about the origin of messages or knowingly and intentionally communicate any misinformation or information that is patently false, untrue, or misleading in nature.
15. Impersonation: Impersonate another person or misrepresent authorization to act on behalf of others or the Company.
16. Promotion of Unverified Online Games:Display or host any information that promotes online games not verified as permissible or advertise or promote such games or any online gaming intermediary offering such games.
17. Violation of Applicable Laws: Use the Services in any manner that violates applicable laws, regulations, or governmental orders.
Audit Rights: Upon the Company's reasonable written request, provided at least seven (7) business days in advance, the Customer shall permit the Company to conduct an audit or inspection ("Permitted Audit") to verify the Customer's compliance with the Agreement. The Customer agrees to facilitate such Permitted Audit by making available relevant records evidencing the use of Services and by directing its personnel to cooperate with the Company's audit efforts. Each Permitted Audit shall:
1. be undertaken and completed in a professional and ethical manner
2. be carried out at the Company's sole cost and expense
3. not unduly interrupt the business and shall be conducted in such a manner which will not compromise the integrity of the Customer's data, system security or operational performance.
The Company, including its agents and representatives, shall maintain confidentiality of all information learned during any Permitted Audit and shall use such information solely for the purpose of verifying compliance with the terms of the Agreement.

3. USE OF THE SERVICES

The Company shall maintain the Services with commercially reasonable skill and care customarily observed by skilled professionals rendering similar services.
The Customer confirms that the scope of the Services, as detailed in the applicable Order Form and/or Statement of Work, is sufficient for its requirements; and any additional work or services beyond those specified in the Order Form and/ Statement of Work shall be subject to a separate agreement, executed through an additional order form or statement of work, mutually agreed upon in writing by the Parties.
Types of Services offered
1. Trial Services: If the Customer desires to access or use any Services on a trial basis ("Trial Services"), such Trial Services shall be made available solely at the discretion of the Company, subject to the execution of a separate written trial agreement between the Customer and the Company ("Trial Agreement").
  1. The Customer shall not be entitled to access or use any Trial Services unless and until such Trial Agreement has been duly executed by both the Parties. The Trial Agreement shall specify the duration, scope, permitted use and limitations applicable to the Trial Services and the Customer agrees to use the Trial Services strictly in accordance with its terms.
  2. UNLESS OTHERWISE SPECIFIED IN THE TRIAL AGREEMENT, THE TRIAL SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AND WITHOUT ANY LIABILITY OR INDEMNIFICATION OBLIGATIONS ON THE PART OF THE COMPANY.
  3. To the extent not inconsistent with the Trial Agreement, the terms of the Agreement shall apply to the Trial Services.
2. Freemium Services: The Company may, at its sole discretion, offer a freemium version of the Services ("Freemium Services") under specific terms and conditions outlined in the applicable Freemium Services.
  1. The Company reserves the right to modify the terms and conditions of the Freemium Services; cancel such Freemium Services or change the terms of the Freemium Services, at its sole discretion and without prior notice to the Customer.
  2. Limitations applicable to Freemium Services shall be as specified in the User Guide. Upon expiration of the Freemium Services, if the Customer does not upgrade to the paid subscription account, access to the Services will terminate, and the Customer shall permanently lose access to any data generated, stored, or maintained on the Platform. The Customer is solely responsible for exporting such data prior to termination, except where prohibited or limited by law.
  3. At any time during the Freemium Services, the Customer may convert its account into a paid subscription account. Upon such conversion, the limitations imposed during the Freemium Term will no longer apply.
  4. NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS AGREEMENT, THE FREEMIUM SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS OR LIABILITY OF ANY KIND WITH RESPECT TO THE FREEMIUM SERVICES, EXCEPT TO THE EXTENT SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW.
3. Subscription Services: The Company offers paid subscription services ("Subscription Services") as detailed in the applicable Order Form and/or Statement of Work. The scope, features and functionalities of such Subscription Services shall be as specified in the Order Form and/or Statement of Work. Any services or deliverables beyond those specified shall require a separate written agreement executed via an additional order form and/or statement of work mutually agreed upon between the Parties.
Applicability of these Terms: Except as expressly stated herein, the terms of the Agreement, including all limitations, obligations, disclaimers and restrictions, shall apply uniformly and to the extent possible to all types of Services offered by the Company, including Freemium Services, Subscription Services and Trial Services, unless expressly modified or excluded in the applicable Trial Agreement, Order Form, Statement of Work or any mutually agreed terms. The Customer acknowledges that access to any of these Services constitutes the acceptance of, and agreement to, comply with the Agreement.
Integration of Systems:
1. The Services may require integration into the Customer's systems ("Integration"). The Company recommends that the Customer must engage authorized system integrators familiar with the Services for such Integration. The Customer may, at its discretion, engage a different system integrator. In such cases, the Customer shall be solely responsible for managing such engagement.
2. The system integrator shall provide an appropriate turn-around time ("TAT") based on the Customer's data and system architecture and shall execute the Integration accordingly.
3. The Customer acknowledges that its responsibilities in relation to the Integration include, but are not limited to:
  1. System Analysis: Conducting a comprehensive assessment of its existing systems to determine compatibility with the Services and identify any technical or infrastructural requirements.
  2. Project Management: Overseeing the end-to-end integration process, including planning, resource coordination, timeline setting and progress monitoring to ensure timely and effective completion; and
  3. Data Management: Managing the migration and synchronization of data between the Customer's systems and the Services, while ensuring data integrity, security, and compliance with applicable laws and regulations.
4. The Company shall provide commercially reasonable support, including access to APIs and technical documentation, to facilitate Integration.
5. The Customer agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, vendors, suppliers, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and costs) arising out of or related to the Customer's integration activities, including those arising from the acts or omissions of a system integrator engaged by the Customer, except to the extent such claims are attributable to a defect in the Services or deficiencies in the Company's documentation and/or support.
6. By proceeding with the Integration, the Customer acknowledges and accepts full responsibility for the process and its outcomes, including any associated risks and liabilities.
Account Management: Upon Integration, the Company shall assign a dedicated account manager ("Account Manager") to the Customer. In the event, that there are multiple parties who are Customer within the context of the Agreement, the Company shall appoint a separate Account Manager to each of such parties constitute the Customer. The Account Manager shall serve as the primary point of contact between the Customer and the Company, facilitating effective communication, coordination, and support throughout the duration of the Term.
The roles and responsibilities of the Account Manager shall include:
1. Account oversight: Monitoring the Customer's usage of the Services, analysing performance metrics and key performance indicators (KPIs), and providing insights and recommendations to drive continuous improvement and achieve desired outcomes.
2. Issue resolution: Identifying and addressing any issues, concerns, or challenges encountered by the Customer in relation to the Services, coordinating with internal teams and stakeholders to ensure timely resolution and Customer satisfaction.
3. Training and education: Providing training, guidance, and support to the Customer and Permitted Users to enhance their understanding of the Services, its features, functionalities, and best practices, enabling them to leverage its full potential effectively.
4. Product updates: Keeping the Customer informed about new features, enhancements, and releases of the Services, and assisting with the implementation and adoption of the relevant changes to optimize the Customer's experience and performance.
5. Escalation management: Serving as a point of escalation for any critical issues or concerns raised by the Customer, liaising with senior management and technical teams as necessary to expedite resolution and mitigate risks. In the event the Account Manager terminates its relationship with the Company, the Company shall ensure that the duties of the Account Manager are duly handed over to the new resource, without any deficiency in Services.
Use of AI Services: The Company may make available, as part of the Services, certain functionalities powered by artificial intelligence, machine learning or other similar technologies ("AI Services").
1. These AI Services process Customer-provided data, queries, prompts or other inputs ("Inputs") to generate responses, results, suggestions, or other outputs ("Outputs"). Inputs and Outputs are collectively referred to as "Generated Content."
2. Ownership and Use of Generated Content:The Customer shall retain all rights, title and interest in and to the Inputs, subject to the terms of the Agreement and Applicable Laws. Outputs generated via AI Services are licensed to the Customer on a non-exclusive, royalty-free, and revocable basis for internal use only. Outputs are not guaranteed to be unique and may be like content provided to other customers of the Company.
3. The Customer acknowledges that Outputs may not be unique and that the same or similar Outputs may be generated for other customers based on similar Inputs. No exclusivity is granted in relation to any Output.
4. Responsibility for Generated Content: The Customer assumes sole responsibility for verifying the accuracy, suitability and legal compliance of all Generated Content prior to its use or dissemination. The Customer agrees not to rely on the Generated Content as a substitute for professional advice or judgment and acknowledges that such Content is informational and may contain inaccuracies, biases, or outdated information due to the probabilistic nature of AI. The Customer shall ensure that any Generated Content used for external communication, customer-facing services, or decision-making is subject to human review for accuracy, context, and compliance with applicable laws.
5. Disclaimers and mandatory notices: The Company provides the AI Services and all Outputs on an "as-is" and "as-available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose, accuracy, reliability or non-infringement. The Customer shall not remove, obscure, or alter any disclaimers, metadata, or indicators appended by the Company identifying the Outputs as AI-generated content. Where applicable, the Customer shall ensure that any published or distributed Output includes a conspicuous disclosure that the content was generated using artificial intelligence, and that it is subject to human review and contextual validation.
6. Data security and processing: The Company shall implement and maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality and integrity of Customer data processed through the AI Services. The Company may engage third-party service providers to support the operation of the AI Services, including processing of Inputs and generation of Outputs. Such processing shall be carried out in accordance with applicable data protection laws, the terms of the Agreement, and the Company's privacy and data handling policies. The Company shall implement access controls and data segregation measures to ensure that each Customer's data is logically isolated and not accessible to other customers.
7. The Customer acknowledges and agrees that the Company may use the Customer data, solely in anonymised and aggregated form, for the purposes of training, enhancing and improving its artificial intelligence and machine learning models, provided that such use does not identify the Customer or any data subject.
8. Indemnification and limitation of liability:The Customer shall indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees and agents from and against any and all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
  1. the Customer's use of the AI Services or reliance on the Outputs.
  2. the use, publication, or distribution of any Generated Content.
  3. any breach of applicable law, third-party rights, or this Agreement in connection with the Generated Content.
Use of MarTech Services: As part of the Services, the Company may offer marketing technology solutions, including without limitation tools for customer engagement, campaign management, lead tracking, behavioural segmentation, audience targeting, communication automation, analytics or other similar functionalities ("MarTech Services").
1. The Customer acknowledges and agrees that all content, messaging, audience targeting parameters, timing, frequency, delivery method, and other aspects of marketing campaigns or communications distributed via the MarTech Services ("Marketing Communications") shall be solely created, configured, and determined by the Customer. The Company does not originate, approve, monitor, verify, or validate any Marketing Communications or associated targeting criteria.
2. The Customer represents, warrants, and covenants that it shall always:
  1. obtain and maintain all valid, informed, and auditable consents from recipients of the Marketing Communications, as required under the Applicable Laws.
  2. fully comply with the Telecom Commercial Communications Customer Preference Regulations, 2018 (as amended), and any circulars, notifications, or directions issued by the Telecom Regulatory Authority of India (TRAI) in relation to unsolicited or bulk commercial communications.
  3. not use the MarTech Services to create, transmit or facilitate the distribution of any content or communication that is unlawful, false, deceptive, harmful, discriminatory, libellous, obscene, or in violation of any applicable data protection, advertising, or consumer protection laws.
  4. ensure all Marketing Communications include legally compliant mechanisms for recipient opt-outs and contact preferences management, and honour such opt-out requests in a timely manner.
  5. implement and maintain appropriate internal controls, access restrictions and standard operating procedures for authorized use of the MarTech Services within its organization.
3. The Customer shall indemnify, defend (at its sole cost), and hold harmless the Company, its affiliates, and each of their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, fines, penalties, regulatory notices, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or in connection with:
  1. any misuse or unauthorised use of the MarTech Services.
  2. any breach of this Agreement or violation of applicable laws.
  3. any third-party claim alleging that any Marketing Communications violated privacy rights, consumer rights, intellectual property, or any applicable statute or regulation.
4. The MarTech Services are provided strictly on an "as-is", "as available" basis. The Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, effectiveness, or legal compliance of any Marketing Communications or campaign results.
5. Under no circumstances shall the Company be liable for any indirect, incidental, special, punitive, or consequential damages (including loss of business, profits, goodwill, or data) arising from or relating to the Customer's use of the MarTech Services, even if advised of the possibility of such damages.
Use of Analytics Services: As part of its Services, the Company may provide data analytics services, which may include behavioural insights, data visualization, performance reports, predictive algorithms, dashboards or data modelling ("Analytics Services").
1. The Customer acknowledges that the Analytics Services may involve the processing of data provided, submitted, or generated by the Customer through the Company's platform or systems ("Customer Data"), and that the accuracy, legality, and integrity of such data is the sole responsibility of the Customer.
2. The Customer shall ensure that: all Customer Data submitted for processing under the Analytics Services has been collected lawfully and in compliance with Applicable Law or contract and no sensitive personal data or confidential information is submitted without appropriate legal basis, such as consent or legitimate use.
3. The Company may use aggregated and anonymized data derived from the Customer Data for internal improvement of the Analytics Services, provided such use does not reveal any personally identifiable information or confidential business information of the Customer.
4. The Company disclaims all warranties regarding the accuracy, completeness, reliability, or business utility of the Analytical outputs generated through the Analytics Services. The Analytical outputs are to be treated as indicative only and not as professional advice or conclusive decision-making tools.
5. The Customer shall indemnify and hold harmless the Company, its officers, employees, agents, and affiliates from any claims, penalties, regulatory actions, or liabilities arising from:
  1. any unlawful or unauthorized processing of Customer Data.
  2. any third-party claim arising from the Customer's reliance on the Analytical outputs; or any breach of applicable data protection laws.
6. The Company shall implement reasonable security practices and procedures as required under Applicable Laws and maintain appropriate technical and organizational measures to safeguard the Customer Data, including logical data segregation and access control mechanisms.
Use of Third-Party Services
1. Integration with Third-Party Services:The Services may incorporate, integrate with or rely upon third-party platforms, infrastructure, software, APIs, models (including AI or large language models), content, tools, and other services ("Third-Party Services") provided by independent third-party service providers. These may include, without limitation, services related to hosting, analytics, content generation, communication, support or processing functionality. The Company may enter into agreements with such third parties to enable or support the functioning of the Services. While the Company may facilitate the integration of or access to such Third-Party Services, the Customer acknowledges and agrees that these are not under the Company's control or ownership and are governed solely by the respective third-party providers' terms, conditions and policies. However, the Company shall not be responsible for any third-party service providers engaged by the Customer or any third-party software that may be procured by the Customer, whether with or without the consent of the Company and notwithstanding that the same may be integrated with the Services.
2. No Warranties or Guarantees for Third-Party Services:The Company disclaims all warranties, whether express, implied, statutory or otherwise, with respect to any Third-Party Services. This includes, without limitation:
  1. warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, uptime, or error-free operation.
  2. accuracy, completeness, quality, or suitability of any content, outputs or results (including those generated by or through LLMs or AI models).
  3. compliance of such services with applicable laws, regulations or industry standards.
3. The Customer understands and agrees that the Company does not guarantee the continued availability or interoperability of any Third-Party Services and may disable, remove or modify integrations at any time without notice or liability.
4. Disclaimer of Liability: To the fullest extent permitted by law, the Company shall not be liable for any claims, losses, damages, liabilities, costs or expenses arising out of or related to:
  1. inaccuracies, hallucinations, or potentially harmful, misleading, or biased content generated by or through Third-Party Services (including AI/LLM tools).
  2. data loss, breaches, corruption, or unauthorized access resulting from the use of or reliance on Third-Party Services.
  3. service failures, interruptions, delays, slowdowns, or unavailability caused by Third-Party Services or related infrastructure.
  4. commercial, operational, financial, reputational, or legal consequences arising from the Customer's reliance on or use of outputs or functionality provided by or through such Third-Party Services.
5. Customer Responsibility and Acknowledgment:The Customer acknowledges and agrees that:
  1. the integration of Third-Party Services is necessary for the provision and functionality of certain features of the Services.
  2. the Customer's use of the Services constitutes consent to such integrations and any associated data sharing, subject to the Company's Privacy Policy.
  3. the Customer is solely responsible for validating the accuracy, completeness and suitability of any outputs, data, or recommendations derived from such services before acting on them.
  4. the Customer remains responsible for ensuring compliance with any relevant laws or industry obligations related to their use of such outputs.
6. Intellectual Property Ownership for Third Party Services:All rights, title and interest in and to any Third-Party Services, including all associated intellectual property, shall remain the exclusive property of the respective third-party service providers. No license or transfer of rights is granted to the Customer except as expressly permitted under such third-party terms.

4. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES

Appointment of Administrator & Permitted Users:To access and utilize the Services via the Platform, the Customer shall appoint an administrator (“Administrator”). The appointed Administrator shall have the authority to create and remove Permitted Users, as well as configure, enable or disable modules and functions on the Platform.
1. All actions performed by the Administrator shall be deemed to have been undertaken on behalf of the Customer and shall be binding upon the Customer. In cases where multiple parties qualify as the Customer under the Agreement, each such party shall independently appoint its own Administrator. Each Administrator so appointed shall have access to the complete profile and data of the Customer on the Platform. The Company shall not be responsible for, nor shall it have any obligation to supervise or manage, the conduct, decisions, or interactions between or among such Administrators.
2. The Administrator’s rights shall include, but not be limited to, accessing, modifying and deleting user data, configuring system settings and managing the Platform’s features and resources. The Administrator shall exercise such privileges in strict accordance with the Customer’s internal policies and procedures and shall act solely in the Customer’s best interests.
3. By appointing an Administrator, the Customer expressly acknowledges and accepts full responsibility and liability for all actions, omissions, and decisions of the Administrator in connection with the use of the Services.
4. For the purposes of the Agreement, the Administrator shall be included within the definition of“Permitted Users” as set forth herein.
5. The Customer shall be solely responsible for all access to and use of the Services by its Permitted Users, whether authorized or unauthorized; and shall ensure that all Permitted Users are informed of and comply with, the obligations set forth in the Agreement before accessing the Services.
6. The Customer expressly agrees that any act, omission or breach of the terms of the Agreement by a Permitted User shall be deemed a breach by the Customer, and the Customer shall be fully liable for all consequences arising therefrom.
7. The Customer further warrants and represents that any individual who accesses the Services using the access credentials, login details, or authentication codes (“Access Codes”) provided by the Company has been duly authorized by the Customer to do so. The Customer shall remain fully liable for any access or use of the Services through such Access Codes, regardless of whether such access was authorized, unauthorized, or resulted from the Customer’s failure to maintain the confidentiality or security of such Access Codes.
8. The Customer must monitor the access rights of the Permitted Users on an ongoing basis to ensure its and their compliance with the terms of the Agreement. The Customer shall with prior fifteen (15) days written notice (if feasible) or with reasonable time notify the Company if: (i)any changes to the Permitted Users’ access are required; or (li)any Permitted User details become known to anyone other than the relevant Permitted User so that the Company can disable those Permitted User details and provide a replacement Access Code.
The Customer is required to notify the Company as soon as the Customer becomes aware of any unauthorized use of the Services by anyone. Neither the Company, nor its licensors, accept any liability in connection with any unauthorized use of the Access Codes or any unauthorized access to or use of the Services, except where such unauthorized use is attributable to the Company.
For the Company to advise the Customer properly, the Customer will make sure that to the best of its knowledge:
1. any information that the Company needs is provided by the Customer or Administrator and that all information given to Company is given within mutually agreed timelines; is accurate in all material aspects and complete in all material aspects; and
2. any assumptions are appropriate in all material aspects. The Customer represents and warrants to the Company that it has all the necessary rights in the information it may provide, including information that may be provided or displayed by the Permitted User while accessing the Service and use of this information or any part thereof does not and will not infringe the intellectual property rights of a third party anywhere in the world. The Company shall not verify any information given in relation to Services; however, the Company will notify the Customer in advance about any insufficiency that it finds in the information provided by the Customer, which may impact the smooth functioning of the Services. However, the Customer acknowledges that the Company’s scope of Services does not include verification of any data provided by the Customer.
The Customer further accepts full responsibility for:
1. verifying that the Services are functioning in accordance with their technical and functional specifications.
2. verifying the accuracy, integrity, and suitability of all data input into and output derived from the Services and
3. ensuring that all data, files, software, and system configurations used in conjunction with the Services are properly secured, backed up, and stored prior to use.
The Customer acknowledges and agrees that any failure to fulfill the above responsibilities may adversely impact the delivery or performance of the Services and that the Company shall have no liability arising therefrom.
Dependencies on Customer Obligations: The Company’s performance of the Services under the Agreement is expressly contingent upon the Customer’s timely and complete fulfilment of its obligations hereunder.
1. Unique Account Association: At the time of onboarding, the Customer shall communicate to the Company the mobile number to be associated with the Administrator appointed by the Customer in accordance with the terms of the Agreement. This mobile number shall serve as the unique identifier for the Administrator’s account on the Platform. Subsequently, the Customer shall ensure that each mobile number provided for use on the Platform is exclusively linked to a single user account, thereby maintaining a strict one-to-one correspondence between each mobile number and user account. The Company shall not be liable for any access issues, user misidentification, operational errors, or data discrepancies arising from the Customer’s failure to comply with this requirement.
Service Impact Disclaimer: The Company shall not be responsible for any failure to perform, delay in performance, or errors in the Services to the extent such failure, delay, or error is caused or materially contributed to by:
1. the provision of inaccurate, incomplete, outdated, or otherwise incorrect information by the Customer, any Permitted User, or any third party acting on the Customer’s behalf.
2. submission of data or information in a format other than as requested or required by the Company.
3. the failure of the Customer to provide access to appropriate personnel, resources, or assistance within a reasonable time following a written request from the Company. And
4. any breach of, or non-compliance with, the terms of the Agreement by the Customer, a Permitted User, or any third party acting on the Customer’s behalf.

5. SERVICE AVAILABILITY

Force Majeure Events:

The Company shall make commercially reasonable efforts to ensure the availability of the Services, except where such availability is prevented, delayed or disrupted due to a Force Majeure Event.

For the purposes of the Agreement, a “Force Majeure Event” means any circumstance beyond the reasonable control of the Company, including but not limited to Acts of God, natural disasters, fires, floods, earthquakes, explosions, or storms, epidemics, pandemics, public health emergencies, or widespread disease outbreaks, acts of terrorism, armed conflict, civil unrest, blockades, riots, or war, changes in applicable laws, governmental orders, regulations, or revocation of approvals (not due to the Company’s fault), industrial disputes, labor unrest, strikes, lockouts (excluding those involving the Company’s employees); power outages, failures of utility services, or internet disruptions; cyberattacks, security breaches; any events impacting third-party service providers on whom the Company relies to deliver or support the Services.
In the event of a Force Majeure Event:

The Company shall notify the Customer promptly and in writing of the nature and expected duration of such event.
The Company shall use reasonable efforts to implement its disaster recovery and business continuity measures to mitigate the impact.
The Company shall not be liable for any failure or delay in performance directly attributable to such Force Majeure Event.

Third-Party Services and Dependencies: The Services may incorporate, interoperate with or rely on certain third-party services, tools, software, APIs, platforms, infrastructure providers or data sources (“Third-Party Services”).

While the Company will use commercially reasonable efforts to ensure the continued availability and functionality of such integrations, the Company does not control and does not guarantee the availability, accuracy, legality or security of any Third-Party Services.
The Company disclaims all warranties, express or implied, with respect to any Third-Party Services, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, uptime or compliance with laws.
The Company shall not be liable for any service disruptions or failures caused by such third par

Scheduled Downtime and Suspension: The Company may, with seven (7) days' prior written notice to the Customer, suspend access to the Services by the Customer and/or its Permitted Users to conduct necessary maintenance or as otherwise required, including the following circumstances:

To perform routine maintenance.
To implement updates, enhancements or service modifications.
To address disruptions caused by third parties, infrastructure providers, or internet service issues.
If the Company reasonably believes that the Services are being misused or used in breach of the Agreement.
Any such Scheduled Downtime shall be limited to the minimum duration and extent necessary, as determined by the Company in its sole discretion; be communicated to the Customer in writing with the anticipated time and nature of the suspension, where feasible. Nothing in this clause shall limit the Company’s right to implement urgent or emergency shutdowns without prior notice, if required, to protect the integrity, availability or security of the Services.

6. CUSTOMER DATA RIGHTS, USAGE, INTEGRATIONS AND SECURITY OBLIGATIONS

Ownership and License of Customer Data: The Customer shall retain all rights, title and interest in and to its data and content inputted or transmitted through the Services ("Customer Data") and represents and warrants that it has all necessary rights, licenses, and authorizations to make such data available for use in connection with the Services. The Customer grants the Company a non-exclusive, non-transferable, royalty-free, worldwide license to access, use, reproduce, store, transmit, process and otherwise utilize the Customer Data solely for the purpose of providing, maintaining, improving, or enhancing the Services, including through third-party service providers or integrations. For clarity, such license shall not lapse under Section 30A of the (Indian) Copyright Act, 1957, even if unused for over one year, and the Customer hereby waives any rights to object to such continued license.
Use of Aggregated and Anonymized Data: The Company may, in compliance with Applicable Laws and confidentiality obligations:

Use information generated through use of the Services on an anonymized and aggregated basis for analytics, platform improvement, benchmarking, product development, and other internal business purposes.
Combine anonymized Customer Data with data from other customers to generate comparative insights and market reports.
Share anonymized or aggregated data with third parties, provided such data does not directly or indirectly identify the Customer or any of its users.

The Customer acknowledges and agrees that the Services may integrate with or rely upon third-party service providers. While the Company shall use reasonable efforts to select reputable providers and maintain Service continuity:

The Company makes no warranties or representations as to the functionality, uptime, legality, or accuracy of such Third-Party Services.
The Company shall not be liable for any errors, delays, service disruptions, hallucinations, misrepresentations, or losses arising from such integrations.
The Customer is solely responsible for complying with any applicable terms of use, privacy policies, or data processing terms imposed by such third parties.
The Company may modify or replace any Third-Party Services at its discretion, without materially reducing the core functionality of the Services.

Data Protection and Security:The Company shall adopt commercially reasonable technical and organizational safeguards to ensure the security, integrity and confidentiality of Customer Data, including protection from unauthorized access, alteration, destruction or disclosure. The Customer shall not share any Personal Data with the Company unless such sharing is required for the performance of the Services or expressly requested by the Company. Both Parties shall always comply with applicable data protection laws.
The Company may migrate, back up, or replicate Customer Data for performance optimization, without the need for additional consent, provided such actions are in accordance with the terms of the Agreement and Applicable Laws.
Cybersecurity and Breach Notification: Each Party shall notify the other immediately on becoming aware of any suspected or actual data breach or cybersecurity incident affecting Customer Data. Both Parties shall fully cooperate to investigate, contain and remediate the breach and to comply with any regulatory reporting obligations under the Applicable Laws.
Retention and Return of Data: The Company may retain copies of Customer Data and materials shared with the Company during the Term of engagement for the purpose of providing Services, complying with legal obligations, or internal audit purposes. Upon expiry or termination of the engagement, the Customer may request return or deletion of such data, subject to the Company's obligations under law and data retention policies.

7. CONFIDENTIAL INFORMATION

Use of Confidential Information: Each Party (the "Receiving Party") acknowledges that during the course of the Term of the Agreement, it may receive Confidential Information from the other Party (the "Disclosing Party"). The Receiving Party shall:

maintain the confidentiality of all such information using no less than a reasonable standard of care, and at least the same degree of care it uses to protect its own similar information.
restrict disclosure of Confidential Information solely to its Representatives who require access for the performance of this Agreement and ensure such Representatives are bound by confidentiality obligations no less protective than those herein; and
use the Confidential Information solely for purposes of fulfilling its obligations under the Agreement and not for any other purpose.

The confidentiality obligations set forth herein shall survive upon termination or expiration of the Agreement, or as long as the Confidential Information remains confidential.
The Customer shall ensure that neither it nor Permitted Users disclose any Confidential Information of the Company, including but not limited to information about the Services, platform functionality, pricing, commercial terms or other proprietary details, to any third party, unless expressly permitted under the Agreement.
This confidentiality obligation applies to all Confidential Information exchanged before and during the term of the Agreement and shall survive its termination or expiration.
If the Receiving Party is required by applicable law, regulation or legal process to disclose any Confidential Information, it shall (to the extent legally permissible) provide the Disclosing Party with prompt written notice of such requirement to enable the Disclosing Party to seek a protective order or otherwise prevent or limit the disclosure. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain assurances that such information will be treated confidentially.
The Company may refer to the Customer as a user of the Services (e.g., in marketing materials, presentations, or case studies), provided that such reference does not include any of the Customer's Confidential Information or proprietary data.

8. INTELLECTUAL PROPERTY RIGHTS

Ownership and Right to Use:The Company (or its licensors) retains sole and exclusive ownership of all Intellectual Property Rights in the Services and any related materials provided under the Agreement. The Customer and its Permitted Users are granted only the rights expressly set forth in these Terms and acquire no additional rights or interests in the Services or related materials. The Company remains solely responsible for the legality of its intellectual property.
Restrictions on Use:The Customer shall not, and shall ensure its Permitted Users do not, directly or indirectly: (a) copy, reproduce, modify, republish, upload, transmit, distribute, or otherwise use the Services in any manner not expressly permitted; (b) reverse-engineer, decompile, disassemble, or create derivative works from the Services; (c) lease, sublicense, or sell the Services; or (d) engage in any activity that may impair or negatively impact the Company's Intellectual Property Rights or goodwill.
Indemnification on IPR infringement: The Company shall defend, indemnify and hold harmless the Customer and its affiliates ("Indemnified Parties") from any third-party claim alleging that the Services infringe such third party's Intellectual Property Rights ("IPR Claim"). This obligation is contingent upon the Customer complying with the terms of the Agreement; and promptly notifying the Company of any actual or potential IPR Claim. Upon becoming aware of an actual or threatened IPR Claim, the Company may, at its sole discretion and expense modify or replace the affected Service with a non-infringing equivalent; obtain rights for continued use; or terminate the affected Services. The Customer agrees to comply with the Company's decision and, if required, cease using the Services. The Company's indemnity obligations do not extend to IPR Claim arising from the combination of the Services with third-party products or services not provided by the Company; any modifications made by parties other than the Company; or unauthorized use of the Services in a manner inconsistent with the terms of the Agreement.

Customer Data: The Customer retains all right, title, and interest in and to Customer Data, including any data uploaded, submitted or otherwise provided by the Customer and its Permitted Users through the use of the Services. For the purposes of the Agreement, "Customer Data" means all data and any other intellectual property owned or controlled by the Customer that is uploaded or submitted by the Customer or its Permitted Users. Except as expressly provided herein, no rights or licenses in the Customer Data or other Customer intellectual property are granted to the Company.

9. FEES AND PAYMENT TERMS

Fees and Charges:The Customer shall pay all fees, including but not limited to subscription fees, additional service charges, and applicable taxes, in accordance with the terms of the Agreement.
The fees specified do not include any charges for integration, data migration, or other related services. Any such services requested by the Customer shall be subject to additional charges and commercial terms to be mutually agreed upon in writing by both Parties.
All fees are exclusive of applicable taxes, including but not limited to Goods and Services Tax (GST) or other taxes under Applicable Law. The Customer may deduct or withhold applicable taxes as mandated by law and shall remit such withheld amounts to the appropriate governmental authority within the timelines prescribed under such laws.
The Company shall issue invoices in the first week of every calendar month, or at such intervals as may be agreed in the applicable Order Form and/or Statement of Work. Invoices may be issued electronically and sent to the email address provided by the Customer.
The Customer shall raise any dispute concerning an invoice by submitting a written Invoice Dispute Notice to the Company within seven (7) working days of receipt of the relevant invoice. The Company shall use reasonable efforts to resolve any such dispute in good faith. The Customer shall remain obligated to pay any undisputed portions of the invoice by the original due date.
The Customer shall make payment of undisputed amounts within ten (10) days from the date of receipt of the invoice or resolution of any dispute, as applicable. The Company may provide a secure payment link for online payments. The Customer shall use such link for payments and share the payment confirmation details, including reference number, date, and amount, with the Company.
Any transaction fees or charges associated with the use of a payment gateway shall be borne solely by the Customer. In the event that the Customer's payment is debited but order confirmation is not received, the debited amount shall be refunded. Refund processing may take between five (5) to seven (7) working days, depending on the Customer's bank or payment method.
If any undisputed amount remains unpaid beyond the stipulated payment due date, the Customer shall be liable to pay interest on the overdue amount at the rate of fifteen percent (15%) per annum, calculated from the due date until the date of actual payment.
Suspension and reactivation of the Services: The Company reserves the right to suspend or deactivate the provision of Services if any invoice remains unpaid for more than ten (10) days beyond the due date. Reactivation of Services shall be subject to receipt of the full overdue amount, accrued interest, and any applicable reactivation fee.
Termination for prolonged non-payment: If any undisputed amount remains unpaid for more than thirty (30) days from the date of the invoice, the Company may, at its sole discretion, terminate the Services or permanently disable Customer access to the Services, without prejudice to its other legal or contractual remedies.

10. TERM AND TERMINATION

Term:The Agreement shall commence on the Start Date as specified in the applicable Order Form and remain in effect until the End Date set forth therein ("Term"), unless earlier terminated in accordance with the terms of the Agreement. The Term may be extended upon mutual written agreement of the Parties or renewed through an executed renewal order form.

Termination for Cause: Either Party may terminate the Agreement with immediate effect by written notice to the other Party if:

the other Party commits a material breach of any of the terms of the Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.
the other Party becomes or is reasonably likely to become insolvent, is unable to pay its debts as they fall due or is subject to any insolvency proceedings.
continued performance under the terms of the Agreement would cause either Party to violate any applicable law, rule, or regulation.

The Company may additionally terminate the Agreement with immediate effect if the Customer:

breaches the Company's Intellectual Property Rights, provides platform access or credentials to a competitor, or attempts to reverse engineer, decompile, disassemble or otherwise access the source code, architecture, algorithms, or know-how of the Services.
uses the Services in a manner that compromises data security, breaches confidentiality obligations, or violates the terms of this Agreement relating to data protection and information handling and
introduces or integrates unapproved third-party services or tools in a manner that compromises platform security or breaches integration restrictions.

Termination for Convenience: Either Party may terminate the Agreement for convenience by providing the other Party at least ninety (90) days' prior written notice.
Effect of Termination: Upon expiration or termination of the Agreement:

the Customer and its Permitted Users shall immediately cease all access to and use of the Services.
unless otherwise agreed, the Company may promptly disable all access credentials issued to the Customer and its users.
the Customer shall pay the Company any fees, charges, and interest accrued and unpaid as of the effective date of termination.
subject to Applicable Laws, the Company may delete or otherwise dispose of any Customer Content or Data remaining on the Platform following termination.

Customer Obligations on Termination : It shall be the Customer's sole responsibility to procure and secure all necessary backups and exports of Customer Data hosted or processed via the Platform prior to termination or expiration. The Company may provide limited post-termination data export assistance subject to applicable fees and availability, but disclaims any liability for loss, corruption or unavailability of data following termination or expiration. The Customer shall have thirty (30) days from the date of termination or expiry of the Agreement to export or retrieve any Customer Data stored on the Platform. Post this period, the Company may permanently delete such data, unless otherwise required by law.
Survival: Any provisions which by their nature are intended to survive shall survive the expiration or termination of the Agreement.

11. INDEMNITY AND LIMIATION OF LIABILITY

To the extent not otherwise specified in other clauses of the Agreement, each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, vendors, representatives, successors, and assigns (the "Indemnified Party") from and against any and all claims, suits, actions, damages, settlements, losses, liabilities, costs (including reasonable attorney's fees) and expenses arising out of or related to:

any unauthorized access to or misuse of the Services by the Indemnifying Party.
any breach by the Indemnifying Party of the terms of the Agreement.
any third-party claim alleging that the Indemnifying Party's data, applications, or materials developed using the Services infringe third-party Intellectual Property Rights or violate the Applicable Laws.
any breach of Applicable Laws by the Indemnifying Party; and
any infringement of the other Party's Intellectual Property Rights by the Indemnifying Party.

The Indemnifying Party agrees to provide reasonable cooperation and assistance in the defence of any such claim.

To the maximum extent permitted by applicable law and except as otherwise provided in the Agreement, the Company shall not be liable to the customer or any third party for any indirect, incidental, punitive, special, consequential damages, loss of profits, loss of data, or business interruption arising out of or in connection with the Services, whether based on contract, tort, negligence, strict liability, or otherwise. The Company's aggregate liability under the Agreement (including indemnity), regardless of the cause of action, shall not exceed the fees paid/payable by the Customer for the Services during the three (3) months immediately preceding the event giving rise to the claim.

12 WARRANTIES AND DISCLAIMER

The Company represents and warrants that, except as expressly stated otherwise in the Agreement or any applicable Order Form and/or Statement of Work:

it has the requisite skills, expertise, and capability to provide and deliver the Services as described under the Agreement.
it (or its licensors) owns or is fully authorized to use all Intellectual Property Rights embodied in or used to deliver the Services.
it complies with all Applicable Laws relevant to the provision of the Services; and
it holds all necessary rights, licenses, and permissions to provide the Services and to grant the Customer access and use rights under the Agreement.

During the Term, the Services will be performed substantially in accordance with the User Guide and documentation, except for performance issues arising from causes beyond the Company’s reasonable control, improper use or actions of third parties, or the Customer’s data, systems, or operating environment.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE AND TO THE EXTENT NOT DISCLAIMED ELSEWHERE IN THE AGREEMENT, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES OF UNINTERRUPTED OR ERROR-FREE SERVICE. THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, UNLESS EXPRESSLY STATED HEREIN.

13. DISPUTE RESOLUTION, GRIEVANCE REDRESSAL AND GOVERNING LAW

If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.
In case any such dispute is not amicably resolved within 30 (Thirty) days of such referral, it shall be resolved through arbitration in India, in accordance with the provisions of Arbitration and Conciliation Act 1996. The venue and seat of such arbitration in India shall be Mumbai. All the arbitration proceedings shall be carried out in English language.
Notwithstanding anything to the contrary in the dispute resolution provisions, either Party shall have the right to seek interim or injunctive relief from any competent court, to prevent immediate and irreparable harm.
The Agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by Indian law and subject to the arbitration clause above, be subject to the exclusive jurisdiction of the courts of Mumbai, India.
Grievance Redressal Mechanism: any complaints, abuse, or concerns with regards to content or comment or discrepancies or misuse of information or breach of the terms of the Agreement shall be immediately addressed to the grievance officer, whose details are provided below-
Name- Mr. Punit Pande, Head of Operations
Contact details: grievanceofficer.fls@tcgre.com

14. OTHER MISCELLANOUES TERMS

Compliance with law: Both the Parties will comply with all Applicable Laws and regulations relevant to the Services.
Matters beyond reasonable control: Neither Party will be liable to the other Party if it fails to meet its obligations due to matters beyond its reasonable control, or due to a Force Majeure Events.
Subcontractors: The Company reserves the right to engage subcontractors, affiliates or third-party service providers for the performance of any part of the Services under the terms of the Agreement. The Company shall remain fully responsible for the performance of such subcontractors and shall ensure that any subcontractor engaged is bound by obligations that are no less protective of the Customer’s rights than those set forth in the Agreement, including but not limited to confidentiality, data protection, intellectual property and security obligations.
Entire Agreement: The Agreement constitute the entire agreement between the Parties with respect to the Services and supersede all prior discussions, communications, and agreements. The Agreement may be executed in counterparts (physical or digital), each of which shall be deemed an original, and together shall constitute one binding agreement. Execution via electronic means (including email or digital signature platforms) shall have the same legal effect as an original signature.
Assignment: No party shall transfer or assign their rights or obligations under the Agreement without prior written consent, of the other party.
Relationship: In performing the Services for the Customer, the Company is an independent contractor.
Headings and Interpretations: The headings and titles of the sections, clauses, and sub-clauses of the Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any of its provisions. Any reference to a section, clause or provision in the Agreement shall be construed as referring to the relevant section, clause, or provision of the Agreement, regardless of the heading or title assigned to it.
Notices: All notices will be in writing and given when delivered to the address set forth in an Order Form. Notices from the Company to the Customer may be in the form of an electronic notice to the Customer's authorized representative or Administrator.
This Agreement has been jointly negotiated and reviewed by both Parties. Accordingly, no ambiguity shall be construed against either Party as the drafter. Any unclear provision shall be interpreted fairly and without favour to either side.

15. DEFINITIONS: In the Agreement the following words and expressions have the meanings given to them below:

Administrator: means a natural person named by the Customer who shall with the written consent of the Customer shall have the administrator privileges of the Services provided to the Customer.
Access Codes: The access credentials (such as usernames and passwords) the Company gives the Customer which allows the Customer and its Permitted Users to access and use the Services.
Applicable Laws: means and includes any statue, law, regulation, sub-ordinate legislation, ordinance, rule, judgement, rule of law, order (interim or final), writ, decree, clearance, authorizations, approval, directive, circular guideline, policy, requirement, code of practice or guidance note, or other governmental, regulatory, statutory, administrative restriction or any similar form of decision, or determination by, or any interpretation or administration of any foregoing by, and any statutory or regulatory authority or government agency or any other authority, in each case having jurisdiction over the subject matter of the Agreement.
Company: refers toFirst Livingspaces Private Limited(formerly known as ‘TCG Livingspaces Private Limited’), a company incorporated under the Companies Act, 1956, vide CIN: U73100WB2006PTC110866 and having its registered office at “Bengal Intelligent Park”, 2^nd Floor, Building Delta, Plot A2, M2 & N2, Block EP & GP, Sector V, Salt Lake Electronics Complex, Kolkata 700 091, West Bengal, India.
Confidential Information: shall mean any and all information, material or data relating to a Party disclosed to, or otherwise acquired or observed by, Receiving Party, its affiliated companies, directors, officers and employees (collectively, “Receiving Party's Representatives”), from the Disclosing Party, its affiliated companies, group companies, directors, officers and employees relating to the business of the Disclosing Party, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, and shall include, but not limited to, system architecture, reports, documentation, drawings, models, work-in-progress, product/service specifications, prototypes, personnel statistics, marketing and strategic information, proprietary research data and financial information, cost and pricing information, financial plans and analyses, information concerning customers, trade secrets, methods, processes or procedures of the Disclosing Party, or its financial information, all sales and operating information, existing and potential business and marketing plans and strategies, data media, know-how, designs, drawings, specifications, source codes, technical information, concepts, reports, methods, processes, techniques, operations, devices, and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright, and compilations, studies, summaries, extracts or other documentation prepared by the Receiving Party based on such information disclosed by the Disclosing Party. The term “Confidential Information” does not include information which: (i) becomes generally available to the public other than as a result of disclosure by Receiving Party in breach of this Agreement; (ii) was available to Receiving Party on a non-confidential basis as shown in written records from a source other than the Disclosing Party, prior to its disclosure to Receiving Party by Disclosing Party and such other disclosing party is not bound by a Non-Disclosure Agreement or is not otherwise prohibited from transferring the information to Receiving Party by a contractual, legal or fiduciary obligation; or (iii) is independently developed by Receiving Party without any use of or benefit from the Confidential Information and such independent development can be documented by Receiving Party with written records.
Customer: refers to any individual or legal person or legal entity acting through its authorized representative/signatory accessing or using the Services, who is competent to enter valid contracts, as per the provisions of the Indian Contract Act, 1872.
Intellectual Property Rights:means national, regional and international patents (including utility patents and models, design patents and patents arising from any patent applications), design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks, logos and design marks, trade names and brand names, together with all goodwill associated with any of the foregoing, rights with respect to internet domain names and uniform resource locator, all computer programs and software, microcode, software implementations of algorithms, computer program architecture, models and methodologies, whether in source code, object code, executable code and components thereof, data bases, compilations of information, websites, content and graphics, systems, network tools, and related documentation, including any registrations and applications in respect thereof, to the extent transferable and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
Platform: means sirrus.ai, the Company’s proprietary cloud-based software-as-a-service (SaaS) platform, accessible online and provided to the Customer as part of the Services.
Permitted Users: means individuals who are authorized by the Customer to access and use the Services.
Order Form: means an ordering document or an online order, entered between the Company and the Customer specifying the Services availed by the Customer.
Services: means the software-as-a-service offerings, platform access, support, implementation, and any other services provided by the Company to the Customer, as specified in an applicable Order Form and/or Statement of Work.
Statement of Work: means a detailed document mutually agreed between the Parties that defines the scope, objectives, deliverables, timelines, technical and functional specifications, responsibilities, service levels and any other applicable terms for the provision, customization, integration, and use of the Services.
User Guide means the then-current online/offline documentation, manuals, instructions, or other materials provided or made available by the Company to assist the Customer in the use of the Services, including but not limited to setup, configuration, features, and best practices. The User Guide may be updated from time to time at the Company’s discretion.