Master Service Agreement

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

This Master Services Agreement ("MSA"), together with the applicable Statement of Work signed/agreed by the Customer (as identified in the relevant Statement of Work ("SOW")), the Acceptable Use Policy, Privacy Policy, Cookie Policy, and any other terms and conditions expressly incorporated by reference into the relevant SOW or otherwise agreed in writing by the Parties (collectively referred as the "Agreement"), constitutes a binding and enforceable legal contract between First Livingspaces Private Limited (formerly known as TCG Livingspaces Private Limited) ("Sirrus.ai"), 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 corporate office at 10th Floor, E Wing, Times Square, Marol Naka, Andheri Kurla Road, Andheri East, Mumbai 400059, Maharashtra, India and the Customer.

1.1

The terms 'Party' & 'Parties' shall respectively be used to refer to the Sirrus.ai and the Customer individually and collectively, as the context so requires.

1.2

Services- means the software-as-a-service offerings, platform access, support, implementation, and any other services provided by the Sirrus.ai to the Customer, as specified in an applicable Statement of Work.

1.3

Whereas the Parties acknowledge that for each engagement, a Statement of Work ("SOW") is required to capture the specific understanding between them, including the scope of Services, deliverables, commercials and payment terms, timelines, responsibilities, assumptions, risks, limitations, service levels and escalation mechanisms, thereby ensuring clarity, mutual alignment, and avoidance of disputes.

1.4

No Services shall be deemed to have been requested, accepted or payable unless set out in a written SOW duly executed by both Parties. Each SOW shall form an integral part of this Agreement and shall, at a minimum, specify the scope of Services, deliverables, commercials and payment terms, responsibilities, assumptions, risks and limitations, service levels, and escalation mechanisms. Execution of the SOW shall be a condition precedent for commencement of Services. In the event of any conflict between the terms of this Agreement and an applicable SOW, the terms of SOW shall prevail.

1.5

Sirrus.ai 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 Sirrus.ai'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 Sirrus.ai, 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.

2. SERVICES

2.1

Access to the Services: Sirrus.ai 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 within the Customer's own legal entity (and not by its affiliates or third parties unless expressly permitted in the relevant SOW) 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.

2.2

Subject to the terms of this Agreement, Sirrus.ai 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 Statement of Work, to access and use the Services solely for the Customer's internal business purposes. 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.

2.3

The Customer may, at any time, subscribe to additional features (existing features or new features that may be made available by the Sirrus.ai from time to time) by executing an additional SOW.

2.4

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 Sirrus.ai regarding any such future functionality or features.

2.5

The Sirrus.ai may, at its sole discretion, update or modify the Services from time to time. However, the Sirrus.ai 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.

2.6

Restrictions on use of Services: The Customer shall ensure that it, through its duly authorised Permitted Users, uses the Services:

strictly for the limited purpose(s) expressly specified in the Agreement and solely for the Customer's internal business operations.
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.

2.7

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:

Infringement of Intellectual Property: Directly or indirectly infringe upon the Sirrus.ai's Intellectual Property Rights or those of its licensors, suppliers, and/or vendors.
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.
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 Sirrus.ai or as required by applicable law.
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.
Use on Unsuitable Systems: Utilize the Services on systems that are unsuitable and may not support the core functionality of the Services.
Unauthorized Duplication or Modification: Duplicate, modify, or create derivative works from the Services without the Sirrus.ai's prior written consent, or infringe upon any patent, trademark, copyright, or other proprietary rights.
Commercial Exploitation: License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services in any manner not expressly permitted by the Sirrus.ai.
Transmission of Unsolicited Messages: Send spam or other duplicative or unsolicited messages in violation of applicable laws.
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.
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.
Interference with Services: Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
Unauthorized Sharing of Access Credentials: Share access credentials (including Access Codes) of the Services with any third party, including competitors of the Sirrus.ai.
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.
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.
Impersonation: Impersonate another person or misrepresent authorization to act on behalf of others or the Sirrus.ai.
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.
Violation of Applicable Laws: Use the Services in any manner that violates applicable laws, regulations, or governmental orders.
Training Competing Models: Use the Services or any outputs thereof to train, fine-tune, or enhance any machine learning, AI, or similar models competing with Sirrus.ai.

2.8

Verification Rights: Sirrus.ai may, from time to time, request reasonable supporting information from the Customer to verify compliance with the terms of this Agreement, including but not limited to user limits and permitted use. Such requests shall be limited to data and records that are maintained by the Customer in the ordinary course of business and readily accessible. Any such request shall be made with at least seven (7) business days' prior notice, and the Customer shall cooperate in good faith to provide the requested information.

3. USE OF THE SERVICES

3.1

Standard of Services: Sirrus.ai shall provide and maintain the Services with commercially reasonable skill, care and diligence customarily observed by skilled professionals rendering similar services.

3.2

Scope of Services: The Customer confirms the Services described in the applicable Statement(s) of Work ("SOW") are sufficient. Any additional services require a separate Statement of Work executed by the Parties.

3.3

Types of Services

Trial Services: Where Sirrus.ai provides access to trial versions of the Services ("Trial Services"), such Trial Services shall be subject to a written Trial Agreement, are provided strictly "as is", and Sirrus.ai makes no warranties or indemnities in respect thereof.
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 SIRRUS.AI.
Freemium Services: Where Sirrus.ai provides access to free or limited functionality services ("Freemium Services"), Sirrus.ai may modify, suspend, or discontinue such Freemium Services at its discretion. Freemium Services are provided strictly "as is", without warranties of any kind, and Customer acknowledges that data may be lost or inaccessible unless exported by Customer prior to discontinuation.
NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS AGREEMENT, THE FREEMIUM SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. SIRRUS.AI 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.
Subscription Services: Paid subscription services shall be governed by the terms of the applicable SOW. Any additional services shall require a separate SOW.

3.4

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 Sirrus.ai, including Freemium Services, Subscription Services and Trial Services, unless expressly modified or excluded in the applicable agreement, 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.

3.5

System Integration:

The Services may require integration into the Customer's systems ("Integration"). Sirrus.ai may recommend that the Customer 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 and any resulting consequences.
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. Sirrus.ai shall have no responsibility for delays, errors, or failures caused by such system integrator.
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.
Sirrus.ai shall provide commercially reasonable support, including access to APIs and technical documentation, to facilitate Integration. Such support shall not extend to custom development, configuration, or rectification of Customer-side systems unless expressly agreed under a separate SOW.
The Customer agrees to indemnify, defend and hold harmless the Sirrus.ai, 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 limited extent such claims are directly and solely attributable to a proven defect in the Services or deficiencies in the documentation and/or support expressly provided by Sirrus.ai.
By proceeding with the Integration, the Customer acknowledges and accepts full responsibility for the process and its outcomes, including any associated risks and liabilities. Sirrus.ai expressly disclaims any liability for failed or incomplete integrations not caused by its own Services.

3.6

Account Management: Upon Integration, the Sirrus.ai may assign an account manager ("Account Manager") to the Customer. The Account Manager shall serve as the primary liaison between the Customer and Sirrus.ai, facilitating communication, coordination, and support throughout the duration of the Term.

The Account Manager's role is administrative and facilitative in nature and shall include the following non-binding responsibilities:

Account Oversight (Advisory Only):Monitoring the Customer's usage of the Services at a high level and providing general insights or recommendations. Any reliance on such insights shall be at the Customer's sole risk.
Issue Coordination: Acting as a coordination point for issues raised by the Customer in relation to the Services and engaging relevant Sirrus.ai teams. Resolution of such issues shall be governed strictly by the applicable SLA or SOW.
Training and Guidance: Providing general guidance and support to the Customer and its Permitted Users regarding the Services. Formal training, workshops, or implementation assistance shall only be provided if expressly agreed under the relevant SOW.
Product Updates: Informing the Customer of new features, enhancements, or releases of the Services. Implementation or adoption of such updates shall remain the Customer's responsibility unless separately agreed in writing.
Escalation Facilitation: Serving as a point of escalation for critical issues raised by the Customer, and liaising with the concerned Sirrus.ai personnel as appropriate.

3.7

Use of AI Services: Sirrus.ai may make available, as part of the Services, certain functionalities powered by artificial intelligence, machine learning or other similar technologies ("AI Services").

Inputs and Outputs: The 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."
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 shall be deemed automatically generated works and not original works of authorship, and no ownership rights are transferred to the Customer. Outputs are licensed on a limited, non-exclusive, non-transferable, revocable, royalty-free basis for the Customer's internal business use only. Outputs are not unique and may be substantially similar to content made available to other customers of Sirrus.ai.
No Exclusivity: The Customer acknowledges that Outputs may not be unique and that the same or similar Outputs may be generated for other customers of Sirrus.ai. The Customer waives any claim to exclusivity or originality in relation to the Outputs.
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, publication or reliance. The Customer must ensure that all use of Outputs complies with applicable law, industry standards, and third-party rights, and that any Outputs used externally undergo appropriate human review.
Disclaimers and mandatory notices: The AI Services and all Outputs are provided strictly on "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. Sirrus.ai does not warrant that Outputs will be accurate, lawful, reliable, or free of bias or error. The Customer shall not remove, obscure, or alter any disclaimers, metadata, or indicators appended by Sirrus.ai identifying the Outputs as AI-generated content.
Data security and processing: Sirrus.ai shall implement commercially reasonable safeguards to protect Customer data processed through the AI Services. Customer acknowledges and agrees that Inputs may be transmitted, processed, or stored by third-party providers engaged by Sirrus.ai. Sirrus.ai shall not be responsible for such third parties' acts, omissions, or failures, except where expressly required by Applicable Law. Each customer's data will be logically segregated to prevent cross-access.
Use of Customer Data: The Customer acknowledges and agrees that Sirrus.ai 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.
Indemnification: The Customer shall indemnify, defend and hold harmless the Sirrus.ai, 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 AI Services or reliance on Outputs;
2. the use, publication, distribution, or disclosure of Generated Content;
3. any allegation that Inputs or Outputs infringe, violate, or misappropriate third-party rights; or
4. any breach of Applicable Law or this Agreement in relation to the AI Services.

3.8

Use of MarTech Services: Sirrus.ai 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").

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.
Sirrus.ai shall have no responsibility, obligation, or liability to originate, approve, monitor, verify, or validate any Marketing Communications, and all regulatory, financial, and reputational risks arising therefrom shall rest exclusively with the Customer.
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; and
5. implement and maintain appropriate internal controls, access restrictions and standard operating procedures for authorized use of the MarTech Services within its organization.
Indemnity: The Customer shall indemnify, defend (at its sole cost), and hold harmless the Sirrus.ai, 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 Marketing Communications in violation of Applicable Laws; or
3. any regulatory investigation, enforcement, or penalty arising from any of the Marketing Communications.
Disclaimer of Warranties: The MarTech Services are provided strictly on an "as-is", "as available" basis. Sirrus.ai 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.
Under no circumstances shall the Sirrus.ai 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.

3.9

Use of Analytics Services: As part of its Services, Sirrus.ai may provide data analytics services, which may include behavioural insights, data visualization, performance reports, predictive algorithms, dashboards or data modelling ("Analytics Services").

The Customer acknowledges that the Analytics Services may involve the processing of data provided, submitted, or generated by the Customer through Sirrus.ai's platform or systems ("Customer Data"), and that the accuracy, legality, and integrity of such data is the sole responsibility of the Customer.
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.
Sirrus.ai 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.
Sirrus.ai 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.
Indemnity: The Customer shall indemnify and hold harmless Sirrus.ai, 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
3. any breach of applicable laws.
Sirrus.ai shall implement reasonable security practices and procedures as required under Applicable Laws and maintain appropriate technical and organizational measures to safeguard the Customer Data.

3.9.1

Use of Third-Party Services and Integrations

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. Sirrus.ai may enter into agreements with such third parties to enable or support the functioning of the Services. While the Sirrus.ai may facilitate the integration of or access to such Third-Party Services, the Customer acknowledges and agrees that these are not under Sirrus.ai's control or ownership and are governed solely by the respective third-party providers' terms, conditions and policies. However, Sirrus.ai 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 Sirrus.ai and notwithstanding that the same may be integrated with the Services.
No Warranties or Guarantees for Third-Party Services:Sirrus.ai 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.
The Customer understands and agrees that Sirrus.ai 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.
Disclaimer of Liability: To the fullest extent permitted by law, Sirrus.ai 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.
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 Sirrus.ai'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; and
4. the Customer remains responsible for ensuring compliance with any relevant laws or industry obligations related to their use of such outputs.
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

4.1

Appointment of Administrator & Permitted Users:

The Customer shall appoint an administrator ("Administrator") to manage access and utilization of the Services. The Administrator shall have authority to create or remove Permitted Users and configure modules and functions on the Platform.
All actions of the Administrator or Permitted Users shall be deemed actions of the Customer and shall be binding on the Customer. The Customer assumes full responsibility and liability for such actions, omissions, or breaches.
Sirrus.ai shall not be responsible for monitoring or supervising the Administrator or Permitted Users and disclaims liability for their acts, omissions, or misuse of the Services.
The Customer shall ensure that all Permitted Users act in compliance with the Agreement and acknowledges that any breach by a Permitted User shall be deemed a breach by the Customer.

4.2

Access Credentials and Security:

The Customer is solely responsible for maintaining the confidentiality and security of access credentials, login details, or authentication codes ("Access Codes").
Any access or use of the Services through such Access Codes, whether authorized or unauthorized, shall be deemed the Customer's responsibility, unless such unauthorized access is directly attributable to the Sirrus.ai.
The Customer shall promptly notify the Sirrus.ai of any unauthorized use or suspected compromise of Access Codes, and Sirrus.ai shall take reasonable steps to disable and replace such credentials.

4.3

Information Provided by the Customer:

The Customer shall provide all information, data, and materials required by Sirrus.ai in a timely, accurate, complete, and lawful manner.
The Customer represents and warrants that it has all rights, licenses, and authorizations to provide such data, including Customer Data, and that such provision and use will not infringe the rights of any third party.
Sirrus.ai shall not be responsible for verifying the accuracy or sufficiency of such information and disclaims liability for any errors, service issues, or delays resulting from inaccurate or incomplete information provided by the Customer.

4.4

Customer's Responsibilities for Service Use:

The Customer shall be solely responsible for:

Verifying that the Services function in accordance with their technical and functional specifications;
Validating the accuracy, integrity, and suitability of all data input into, or output generated from, the Services; and
Ensuring that all data, files, software, and system configurations used in conjunction with the Services are properly secured, backed up, and stored.

4.5

Dependencies on Customer Obligations:

Sirrus.ai's performance of the Services is expressly contingent upon the Customer's timely and complete fulfilment of its obligations.
The Customer acknowledges that any delays, errors, or failures caused by: (i) inaccurate, incomplete, or outdated information; (ii) data provided in an improper format; (iii) failure to provide access to appropriate personnel, systems, or resources; or (iv) any breach of the Agreement by the Customer shall relieve Sirrus.ai of corresponding obligations and liabilities.
For the avoidance of doubt, no penalties, service credits, liquidated damages, or other SLA remedies shall apply to delays, downtime, or unavailability of the Services to the extent arising from the Customer's failure to fulfil its obligations under this Agreement.

5. SERVICE AVAILABILITY

5.1

Commitment to Availability: Sirrus.ai shall use commercially reasonable efforts to make the Services available in accordance with the Service Level Agreement(s) ("SLA") (if any) specified in the applicable Statement of Work. Except as expressly set out in such SLA, no warranties, penalties, credits, or other remedies shall apply in relation to Services' availability.

5.2

Force Majeure Events:

Sirrus.ai 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.
In the event of a Force Majeure Event, Sirrus.ai shall:
1. notify the Customer promptly in writing of the nature and expected duration of such event; and
2. implement commercially reasonable disaster recovery and business continuity measures to mitigate the impact.

5.3

Third-Party Services and Dependencies: The Services may incorporate, interoperate with, or rely on third-party services, tools, software, APIs, infrastructure providers, or data sources. Sirrus.ai does not control and therefore disclaims all responsibility for the continuity, availability, legality, accuracy, security, or performance of any Third-Party Services. Sirrus.ai shall not be liable for any errors, delays, or disruptions caused by such Third-Party Services.

5.4

Scheduled Downtime and Suspension: Sirrus.ai may suspend access to the Services for maintenance, updates, enhancements, or service modifications, and will use reasonable efforts to notify the Customer in advance of any such suspension. Sirrus.ai may also suspend Services immediately, without prior notice, where reasonably required to protect the integrity, availability, or security of the Services. Any such downtime shall be limited to the minimum duration reasonably necessary.

5.5

Exclusive Remedy: The Customer's sole and exclusive remedy for any unavailability, disruption, or failure of the Services shall be as expressly set out in the applicable SLA, if any. No other liability, damages, penalties, credits, or remedies shall apply.

6. CUSTOMER DATA AND DATA PROTECTION

6.1

Ownership and License of Customer Data: The Customer shall retain all rights, title and interest in and to Customer Data and represents and warrants that it has all necessary rights, licenses and authorizations to make such data available in connection with the Services. The Customer grants Sirrus.ai a non-exclusive, transferable, sublicensable, royalty free, worldwide license to access, use, store, transmit, process or otherwise utilize Customer Data (including through third party service providers and integrations) solely for the purpose of:

providing, maintaining, and supporting the Services;
improving or enhancing the Services, including the training and development of algorithms, AI models, and large language models (LLMs); and
complying with the Applicable Laws.

6.2

Use of Aggregated and Anonymized Data: Sirrus.ai may, in compliance with Applicable Laws and confidentiality obligations:

use Anonymized Data for analytics, platform improvement, benchmarking, product development, AI training, and other internal business purposes;
combine anonymized Customer Data with data from other customers to generate comparative insights and market reports;
Share Anonymized Data with third parties, provided such data does not directly or indirectly identify the Customer or its users.

6.3

Data sharing with Third Party Service Providers: The Customer acknowledges and agrees that Sirrus.ai may rely on or integrate with third-party service providers, hosting partners, or technology platforms for the purpose of provisioning, supporting, or enhancing the Services, and that Customer Data may be shared or transmitted to such providers as reasonably necessary. Sirrus.ai shall exercise reasonable care in the selection and continued use of such providers, and shall rely on the security, confidentiality, and data protection measures as set forth in their published policies and terms of service. Sirrus.ai shall remain responsible for its own acts and omissions in relation to Customer Data, but shall not be liable for failures, breaches, or disruptions caused solely by such third parties where Sirrus.ai has exercised reasonable care and diligence in their selection and use.

6.4

Data Protection and Security: Sirrus.ai 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 Sirrus.ai unless such sharing is required for the performance of the Services or expressly requested by Sirrus.ai. Both Parties shall always comply with applicable data protection laws at all times.

6.5

Migration and Backup: Sirrus.ai may migrate, back up, or replicate Customer Data for performance optimization, disaster recovery, and compliance purposes, without the need for additional consent, provided such actions are not violation of Applicable Laws.

6.6

Cybersecurity and Breach Notification: Each Party shall, pursuant to Applicable Laws, notify the other 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.

6.7

Retention and Return of Data: Upon expiry or termination of the Agreement, the Customer may request return or deletion of Customer Data. Notwithstanding the foregoing, Sirrus.ai may retain Customer Data (in whole or in part) where required under Applicable Laws, internal audit requirements, or its data retention policies, and may retain and continue to use Customer Data for analytics, platform improvement, and training of algorithms and AI models subject to Applicable Laws.

7. CONFIDENTIAL INFORMATION

7.1

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 Services 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.

7.2

Mutual Non-Disclosure: Neither Party shall disclose the other Party's Confidential Information to any third party, unless expressly permitted in writing by the Disclosing Party.

7.3

Standard Exceptions: The obligations under this Clause shall not apply to information that:

is or becomes publicly available without breach of this Agreement;
was lawfully known to the Receiving Party prior to disclosure;
is lawfully obtained from a third party without restriction on disclosure; or
is independently developed by the Receiving Party without use of or reference to the Confidential Information.

7.4

Compelled Disclosure: 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 reasonably cooperate (at the Disclosing Party's expense) with efforts to obtain protective treatment.

7.5

Sirrus.ai may refer the Customer as a user of the Services in marketing materials, presentations, or case studies, provided that such reference does not include any of the Customer's Confidential Information.

7.6

The confidentiality obligations set forth herein shall survive the termination or expiration of this Agreement for so long as the Confidential Information remains confidential. These obligations shall apply to all Confidential Information disclosed before, during, and (if applicable) after the Term of this Agreement.

8. INTELLECTUAL PROPERTY RIGHTS

8.1

Ownership and Right to Use:

Sirrus.ai IP: Sirrus.ai (or its licensors) retains sole and exclusive ownership of all Intellectual Property Rights in the Services, the Platform, and any related materials provided under the Agreement.
Customer IP: The Customer retains ownership of all Intellectual Property Rights in the Customer Data and any Customer-provided materials.
Licenses: The Customer is granted only a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services strictly for its internal business purposes during the Term, unless otherwise expressly provided in an applicable SOW.
SOW-Specific Rights: To the extent an SOW specifies deviations from this Clause 8 (including allocation of Foreground IP, ownership of custom developments, or license scope for Deliverables), the provisions of that SOW shall prevail for the purposes of that SOW only.
No Implied Rights: Except as expressly set forth herein or in any SOW, neither Party acquires any rights or interests in the other Party's Intellectual Property.

8.2

Restrictions on Use: The Customer shall not, and shall ensure its Permitted Users do not, directly or indirectly:

copy, reproduce, modify, republish, upload, transmit, distribute, or otherwise use the Services in any manner not expressly permitted;
reverse-engineer, decompile, disassemble, or create derivative works from the Services, except to the extent expressly allowed in an SOW;
lease, sublicense, assign, pledge or resell the Services or any rights thereto;
engage in any activity that may impair or negatively impact Sirrus.ai's Intellectual Property Rights, goodwill, or the security and integrity of the Platform; or
use the Services for benchmarking, competitive analysis, penetration testing, or to develop or offer a competing product or service.

The Customer shall remain responsible for any breach of this Clause 8.2 by its Permitted Users.

8.3

Sirrus.ai Indemnity for IPR Infringement: Sirrus.ai shall defend, indemnify and hold harmless the Customer from any third-party claim alleging that the Services, as provided by Sirrus.ai, infringe such third Party's Intellectual Property Rights ("IPR Claim"). This obligation is contingent upon the Customer (i) complying with the terms of the Agreement; (ii) promptly notifying Sirrus.ai in writing of any actual or potential IPR Claim; and (iii) providing Sirrus.ai with sole control of the defence and settlement of the IPR Claim, and reasonable assistance (at Sirrus.ai's expense). Upon becoming aware of an actual or threatened IPR Claim, Sirrus.ai may, at its sole discretion and expense: (a) modify or replace the affected service with a non-infringing equivalent; (b) obtain rights for continued use; or (c) terminate the affected service. Sirrus.ai's indemnity obligations shall not apply to any IPR Claim arising from: (i) the combination of the Services with third-party products, services, or data not provided by Sirrus.ai; (ii) modifications made by parties other than Sirrus.ai; (iii) use of the Services in a manner inconsistent with the Agreement or an applicable SOW; or (iv) compliance with Customer's specific instructions, designs, or requirements. This Clause 8.3 constitutes the Customer's sole and exclusive remedy for any IPR Claim.

8.4

Customer Indemnity: The Customer shall defend, indemnify, and hold harmless Sirrus.ai, its affiliates, officers, directors, vendors, and employees from any third-party claim arising from: (a) any allegation that the Customer Data, Customer content, or materials provided by or on behalf of the Customer infringe, misappropriate, or otherwise violate any third Party's Intellectual Property Rights; (b) use of the Services by the Customer in violation of this Agreement or an applicable SOW; or (c) integration or use of third-party products, services, or data introduced or directed by the Customer. Sirrus.ai shall provide prompt written notice of any such claim and permit the Customer to control the defence and settlement thereof, subject to Sirrus.ai's right to participate with counsel of its choice at its own expense.

9. FEES AND PAYMENT TERMS

9.1

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 this Agreement. All fees paid or payable under this Agreement are non-refundable, unless otherwise expressly provided in this Agreement or the relevant Statement of Work, irrespective of actual usage, termination, or suspension of the Services.

9.2

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 documented in a mutually executed Statement of Work or change order.

9.3

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, provided that it timely remits such amounts to the appropriate authority and furnishes valid withholding tax certificates to Sirrus.ai. For clarity, the Customer shall remain liable to ensure that Sirrus.ai receives the full amount of fees net of any such deductions, unless Sirrus.ai is able to claim credit for such withholding.

9.4

Sirrus.ai shall issue invoices at such intervals as may be agreed in the applicable Statement of Work. Invoices may be issued electronically and sent to the email address provided by the Customer.

9.5

The Customer shall make payment of invoiced amounts within five (5) days from the date of receipt of the invoice (or such other period as specified in the applicable SOW), in Indian Rupees (INR). Sirrus.ai may provide a secured payment link for online payments. If the Customer uses such link, it shall share the payment confirmation details, including reference number, date, and amount, with Sirrus.ai. Any transaction fees or charges associated with the use of a payment gateway shall be borne solely by the Customer. In the event of a payment processing error resulting in a debit without order confirmation, the debited amount shall be refunded within five (5) to seven (7) working days, subject to the Customer's bank/payment provider's timelines.

9.6

If any amount remains unpaid beyond the stipulated 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. The Customer shall also reimburse Sirrus.ai for all reasonable costs of collection, including legal fees and expenses, incurred in recovering overdue amounts.

9.7

Suspension and reactivation of the Services: Sirrus.ai reserves the right to suspend or deactivate the provision of Services if any invoice remains unpaid for more than thirty (30) 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.

9.8

Termination for prolonged non-payment: If any amount remains unpaid for more than forty five (45) days from the date of the invoice, Sirrus.ai 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.

9.9

Survival: The Customer's obligation to pay all accrued fees, charges, interest, taxes, and costs shall survive termination or expiration of this Agreement.

10. TERM AND TERMINATION

10.1

Term: The Agreement shall commence on the Start Date as specified in the applicable SOW and shall remain in effect for the duration 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 SOW.

10.2

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 likely to become insolvent, is unable to pay its debts as they fall due, or is subject to any insolvency proceedings; or
continued performance under the terms of the Agreement would cause either Party to violate any applicable law, rule, or regulation.

10.3

Additional Termination Rights of Sirrus.ai: Sirrus.ai may additionally terminate the Agreement with immediate effect if the Customer:

breaches Sirrus.ai'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.

10.4

Termination for Convenience: The Parties agree that any right to terminate for convenience shall be expressly set forth in the applicable Statement of Work. Unless stated in a Statement of Work, neither Party shall have the right to terminate the Agreement for convenience.

10.5

Effect of Termination: Upon expiration or termination of the Agreement:

the Customer shall immediately cease all access to and use of Services;
unless otherwise agreed, Sirrus.ai may promptly disable all access credentials issued to the Customer;
the Customer shall pay Sirrus.ai any fees, charges, and interest accrued and unpaid as of the effective date of termination; and
Sirrus.ai shall retain Customer Data in a secure archived form, as required by Applicable Laws and/or in the ordinary course of its data backup processes.

10.6

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. Any retrieval during the retention period will be chargeable as per Sirrus.ai's then applicable rates.

11. INDEMNITY

11.1

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 and Representatives (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 or malicious activity on the Services by the Indemnifying Party, to the extent directly and solely attributable to its acts or omissions;
any material breach by the Indemnifying Party of the terms of the Agreement, provided that indemnity shall not apply to the extent such breach, claim, or loss arises from the negligence, wilful misconduct, or fraud of the Indemnified Party;
any third-party claim alleging that the Indemnifying Party's data, applications, content or materials developed, uploaded or processed using the Services infringe third party Intellectual Property Rights, violate privacy rights, or breach Applicable Laws;
any breach of Applicable Laws by the Indemnifying Party resulting in a third-party action, penalty, or claim; and
any infringement or alleged infringement of the other Party's Intellectual Property Rights by the Indemnifying Party, except that Sirrus.ai's obligations in respect of third party IPR claims relating to the Services shall be governed exclusively by Clause 8.3.

11.2

Indemnity Procedure: The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which it seeks indemnification. The Indemnifying Party shall have the right to assume and control the defence and settlement of such claim, provided that no settlement shall impose any liability, admission of fault, or ongoing obligation on the Indemnified Party without its prior written consent (not to be unreasonably withheld). The Indemnified Party shall provide reasonable cooperation and assistance at the Indemnifying Party's expense.

12. LIMITATION OF LIABILITY

12.1

To the maximum extent permitted by applicable law and except as otherwise provided in the Agreement, each Party's aggregate liability under this Agreement, whether arising in contract, tort or otherwise, shall not exceed the total fees paid or payable by the Customer to Sirrus.ai under the Agreement during the twelve (12) months immediately preceding the claim.

12.2

In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenues, loss of data, or business interruption, even if advised of the possibility of such damages.

12.3

Notwithstanding the foregoing, the liability cap set out herein shall not apply to:

liability arising from fraud, gross negligence, or wilful misconduct;
liability under each Party's obligations with respect to Confidential Information and Intellectual Property Rights; and
the Customer's obligation to pay all Fees and charges due under this Agreement and any applicable Statement of Work.

13. WARRANTIES AND DISCLAIMERS

13.1

Representations and Warranties by Sirrus.ai: Sirrus.ai represents and warrants that, except as expressly stated otherwise in the Agreement or any applicable Statement of Work:

it shall perform the Services with reasonable skill and care consistent with generally accepted industry standards;
it (or its licensors) owns or is fully authorized to use all Intellectual Property Rights reasonably necessary to deliver the Services;
it complies with all material aspects with 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.

13.2

Service Warranty: During the Term, the Services will perform in all material respects substantially in accordance with the documentation, except for performance issues arising from causes beyond Sirrus.ai's reasonable control, improper use or actions of third parties, or the Customer's data, systems, or operating environment.

13.3

Representations and Warranties by Customer: The Customer represents and warrants that, except as expressly stated otherwise in the Agreement or any applicable Statement of Work:

it has full corporate power and authority to enter into and perform its obligations under the Agreement;
it will comply in all material respects with all Applicable Laws (including data protection, privacy, and anti-corruption laws) in relation to its use of the Services;
it owns or has obtained all necessary rights, licenses, consents, and permissions in and to the Customer Data, and its provision of such Customer Data to Sirrus.ai does not and will not infringe, misappropriate, or otherwise violate any third-party rights (including Intellectual Property Rights and privacy rights);
it will not introduce into the Services any viruses, malicious code, or other harmful components, and will not use the Services for unlawful, harmful, or fraudulent purposes;
it will be solely responsible for the accuracy, quality, legality, reliability, and appropriateness of the Customer Data;
it will not attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Services, Sirrus.ai's systems, or any third-party data therein; and
it has obtained and will maintain all necessary consents and authorizations from its end users or data subjects, as required under Applicable Laws, for Sirrus.ai's processing of Customer Data in accordance with the Agreement.

13.4

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE AND TO THE EXTENT NOT DISCLAIMED ELSEWHERE IN THE AGREEMENT, SIRRUS.AI 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.

14. DISPUTE RESOLUTION, GRIEVANCE REDRESSAL AND GOVERNING LAW

14.1

If a dispute arises, the Parties shall first attempt to resolve it by good faith discussions and negotiation. If unresolved, the matter shall be escalated to senior management of both Parties for resolution within thirty (30) days before commencing arbitration.

14.2

In case any such dispute is not amicably resolved within thirty (30) days of such referral, it shall be resolved through arbitration in India, in accordance with the provisions of Arbitration and Conciliation Act 1996. The tribunal shall consist of a sole arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be Mumbai, India. All the arbitration proceedings shall be carried out in English.

14.3

Notwithstanding anything to the contrary in the dispute resolution provisions, either Party shall have the right to seek equitable, interim or injunctive relief from any court of competent jurisdiction, to prevent immediate and irreparable harm.

14.4

The Agreement and any dispute arising out of or in connection with, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of India. Subject to arbitration as set out above, the courts of Mumbai shall have exclusive jurisdiction in respect of all matters arising under this Agreement, including interim relief.

14.5

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. The Grievance Officer shall acknowledge receipt of the complaint within twenty-four (24) hours and shall redress such complaint within fifteen (15) days, in accordance with Applicable laws

Name- Punit Pande, Head of Operations

Contact details: grievanceofficer.fls@tcgre.com

15. OTHER MISCELLANEOUS TERMS

15.1

Compliance with law: Both the Parties will comply with all Applicable Laws and regulations relevant to the Services.

15.2

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.

15.3

Subcontractors: Sirrus.ai 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. Sirrus.ai 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.

15.4

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. No waiver or modification unless in writing signed by both Parties.

15.5

Assignment: Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that:

Sirrus.ai may assign this Agreement to any other entity or in connection with a merger, acquisition, or sale of substantially all its assets without the Customer's consent; and
the Customer may assign its rights to any other entity upon obtaining prior written approval from the Sirrus.ai. Any attempted assignment or transfer in violation of this clause shall be null and void. This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.6

Relationship: In performing the Services for the Customer, Sirrus.ai is an independent contractor.

15.7

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.

15.8

Survival: Notwithstanding the expiration or termination of this Agreement for any reason, the provisions relating to Confidentiality, Intellectual Property, Indemnity, Limitation of Liability, Dispute Resolution, Governing Law, Compliance with Law, and any other provision which by its nature is intended to survive shall continue in full force and effect. For clarity, indemnity obligations shall survive solely with respect to claims, losses, or liabilities arising from acts, omissions, or breaches that occurred during the Term of this Agreement, even if such claims are asserted after termination or expiration.

15.9

Notices: All notices will be in writing and given when delivered to the address set forth in the applicable Statement of Work. Notices from Sirrus.ai to the Customer may be in the form of an electronic notice to the Customer's authorized representative or Administrator.

15.10

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.

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

Administrator: means a natural person designated by the Customer (with its written consent) who has the administrator privileges of the Services provided to the Customer.
Access Codes: means the access credentials (such as usernames and passwords) provided by Sirrus.ai to the Customer and its Permitted Users to access and use the Sirrus.ai Platform and Services.
Anonymized Data: means Customer Data that has been processed in such a manner that it no longer directly or indirectly identifies the Customer, its Permitted Users, or any individual, in accordance with Applicable Laws.
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.
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: means any individual, legal person or legal entity acting through its authorized representative/signatory that accesses or uses the Services, and is competent to enter valid contracts, under the provisions of the Indian Contract Act, 1872.
Customer Data: means all data, content, records, information, files, text, audio, video, images, or other material, including Personal Data, that is uploaded, submitted, transmitted, or otherwise made available by or on behalf of the Customer or its Permitted Users through the Services. For clarity, Customer Data excludes: (a) data that has been anonymized or aggregated such that it no longer identifies the Customer or any individual; (b) any analytics, insights, models, algorithms, or improvements created by or on behalf of Sirrus.ai in connection with the Services; and (c) Sirrus.ai's Intellectual Property and any derivative works thereof.
Force Majeure Event: means any circumstance beyond the reasonable control of Sirrus.ai, 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 Sirrus.ai's fault), industrial disputes, labor unrest, strikes, lockouts (excluding those involving Sirrus.ai's employees); power outages, failures of utility services, or internet disruptions; cyberattacks, security breaches; any events impacting third-party service providers on whom the Sirrus.ai relies to deliver or support the Services.
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.
Background IP: means any Intellectual Property Rights, works, inventions, software, tools, data, methodologies, processes, documentation, know-how, or other materials that are owned or controlled by a Party (or its licensors) prior to the Effective Date of this Agreement, or developed or acquired outside the scope of this Agreement, together with any modifications, enhancements, or derivatives thereof, but excluding Foreground IP.
Foreground IP: means any Intellectual Property Rights and all related materials, works, inventions, developments, enhancements, improvements, modifications, designs, documentation, code, or other deliverables that are conceived, created, developed, or first reduced to practice by either Party (individually or jointly) in the course of performing the Services under this Agreement or any SOW, but excluding each Party's Background IP and any Third-Party Materials.
Platform: means the proprietary cloud-based software-as-a-service (SaaS) platform branded as 'Sirrus.ai', accessible online and provided to the Customer as part of the Services, owned and operated by First Livingspaces Private Limited.
Representatives: means, with respect to a Party, its employees, officers, directors, contractors, advisors, or agents who are authorized to act on its behalf in connection with this Agreement.
Permitted Users: means individuals who are authorized by the Customer to access and use the Services in accordance with this Agreement.
Services: means the software application(s), access to Platform, software-as-a-service (SaaS) offerings, installation, configuration, integration, technical support, maintenance, implementation, training, and any other services provided by Sirrus.ai to the Customer, as specified in an applicable Statement of Work. Services may include provisioning access to proprietary modules, enabling specific functionalities, deploying updates or patches, and providing related documentation, guidance, or assistance necessary for effective use and operation of Platform.
Sirrus.ai: means First 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", 2nd Floor, Building Delta, Plot A2, M2 & N2, Block EP & GP, Sector V, Salt Lake Electronics Complex, Kolkata 700 091, West Bengal, India.
Statement of Work or SOW: 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 Sirrus.ai 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 Sirrus.ai's discretion.