Terms and Conditions

1.1 License

Licensor provides Artificial Intelligence based frameworks for businesses (“Software” or “Product” or “framework” or “Platform”) as subscribed in the Order Form. You may use the Product for your individual or and internal business purpose. You may connect to the Product using any Internet browser supported by the Product. You are responsible for obtaining access to the Internet and the equipment necessary to use the Product. Upon execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Licensor grants Customer a non-exclusive, limited, personal, non-sublicensable, non-transferable license to access and use the platform service(s) specified in such Order Form (collectively, the “Services”) during the term set forth in such Order Form.

1.2 Permitted Usage includes:

• i. Creating, storing, organizing, and managing knowledge assets by Customer.
• ii. Accessing and searching knowledge assets through the Framework’s user interface.
• iii. Integrating the Framework with Customer’s internal tools as supported by the framework.
• iv. Use all reasonable efforts to prevent any unauthorized access to or use of the Framework and promptly notify Licensor of any such unauthorized access or use.

1.3 Restrictions

Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly:

• (i) Represent that the Output (as defined below) is human-generated;
• (ii) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction);
• (iii) modify, translate, or create derivative works based on the Services;
• (iv) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services;
• (v) use the Services for the benefit of a third party;
• (vi) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;
• (vii) use the Services to build an application or product that is competitive with any Licensor product or service or any third-party large language model provider (“Third-Party LLM”);
• (viii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
• (ix) bypass any measures Licensor may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or
• (x) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means.

1.4 Customer Responsibilities

Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Materials onto the Services. Customer shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to email marketing, data privacy, international communications, export laws and the transmission of technical or personal data laws). Customer shall not use the Services in a manner or for purposes that are harmful, deceptive, threatening, harassing or obscene or that violates any third-party intellectual property, contractual or other proprietary rights. Responsibility for the security of any usernames and passwords issued (including those of any users) rests with Licensee. If Licensee has reason to believe that its account details have been compromised, then it shall contact Licensor immediately to suspend the account or reset the credentials as per process.

1.5 Indemnification

Customer shall indemnify and hold Licensor harmless against any damages, losses, liabilities, settlements and expenses in connection with any claim or action arising from any violation of the foregoing or from Customer’s use of Services.

2.1 Grant

Licensor shall make the Services available and provide support as per the Order Form.

2.2 Limitations on Scope of Support

Support does not include:

• a) development of custom code or computer programs,
• b) repairs or service relating to any third-party software,
• c) installation,
• d) training,
• e) designing systems or networks,
• f) guidance related to unofficial or “beta” software, or
• g) authoring or dictating security practices for a customer.

2.3 Additional Limitations

Support does not encompass the remediation of problems or bugs determined by Licensor to have been caused by the failure or malfunction of any software, tools, equipment, or facilities not provided by Licensor. Support extends only to material non-conformities of which the Licensor is notified during the Term. Support does not apply or extend to the Services in the event of:

• i. installation, repair, addition, alteration, modification or enhancement of the Services, performed by parties other than Licensor;
• ii. use of the Services in conjunction with another vendor’s products resulting in the defect or non-conformance;
• iii. failure to follow applicable operation or maintenance requirements;
• iv. negligence, abuse, mishandling, misuse or damage to the Services;
• v. failure to follow the Documentation.

3.1 General Third Party Products

Customer acknowledges and agrees that the Services may operate on, integrate with or using application programming interfaces (APIs) and/or other services provided by third parties (“Third-Party Products”). Licensor is not responsible for the operation of any Third-Party Products nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Products. Licensor does not make any representations or warranties with respect to Third-Party Products or any third-party providers. As between Customer and Licensor, Customer is solely and exclusively responsible for obtaining and providing all consents, authorizations, permissions, notices, and access to the Third-Party Products. The terms and conditions and privacy policy applicable to such Third Party tools will supersede the terms of this Agreement and Privacy policy to the extent of any conflict. The performance of the product may get affected due to change in the terms of usage of such third party tools or discontinuation of such tools.

3.2 Third Party Sites and Services

In the event our site contains links to third party sites and services, please be aware that those sites and services have their own privacy policies. After following a link to any third-party content, you should read their posted privacy policy information about how they collect and use personal information. This Privacy Policy does not apply to any of your activities after you leave our site.

3.3 Google Workspace Integration

4.1 Inclusion of Open-Source Components

The Software of the Licensor’s Products may include certain open-source software components (“Open-Source Components”). The terms and conditions applicable to such Open-Source Components will supersede the terms of this Agreement to the extent of any conflict. The performance of the product may get affected due to change in the terms of usage of such open-source components or discontinuation of such components.

4.2 Customer Obligations

Customer acknowledges and agrees that its use of the Open-Source Components is subject to the respective open-source licenses governing such components. Licensor makes no warranties or representations regarding the Open-Source Components. Customer will adhere to the terms and conditions of open-source components as may be updated from time to time.

4.3 Ownership and Distribution

Customer acknowledges that (a) the title to any Open-Source Components incorporated in the Product shall remain with the Owner of such Open-Source Components which supplied the same; and (b) Customer will not distribute any such Open Source Components available with the Software, unless the license terms of such Open Source Component provide otherwise.

5.1 Fee Payment

Customer shall pay Licensor the applicable fees as set forth in each Order Form (the “Fees”). Unless otherwise specified in an applicable Order Form, all fees are payable in advance and access to the services is conditional upon the receipt of the payment. Except as otherwise provided in this Agreement or the applicable Order Form, all Fees paid are non-refundable, non-cancellable and are not subject to set-off or proration, including for partial use or non- use of services. All subscriptions terms shall renew automatically unless cancelled in writing before the next billing cycle, as specified in the applicable order form.

5.2 Taxes

All payments, Fees, and any other charges payable by Customer to Licensor under this Agreement are exclusive of all local, state, federal and foreign taxes, levies, and duties of any nature, including sales, goods and services, value added, property, excise, withholding and use taxes (collectively, “Taxes”). Customer shall bear, and is responsible for paying, all Taxes imposed on Customer or Licensor arising out of this Agreement, excluding any tax based on Licensor’s net income, unless Customer provides Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.1 Licensor’s Rights

Licensor retains all right, title, and interest in and to the Software, including, but not limited to, any patents, trademarks, service marks, copyrights, trade secrets, and all intellectual property rights therein. Licensor expressly reserves all rights not granted to Customer herein, including the right to discontinue or not to release any Software updates and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Software. No ownership rights in the Software are transferred to Customer under this Agreement.

6.2 Customer’s Acknowledgement

Customer further acknowledges and agrees that it has no ownership or rights in the product and will not claim any such rights in the future. The Customer shall promptly notify the Licensor of any actual or suspected infringement of the Licensor’s intellectual property. The Customer shall cooperate in any enforcement action taken by the Licensor in respect of such infringement.

6.3 Customer Materials

Customer shall retain all right, title and interest in and to Customer Materials, including all intellectual property rights therein. Customer, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Materials. “Customer Materials” shall include all data, information or other material provided, uploaded, or submitted by Customer to the Services.

6.4 Feedback

Customer may (but is not obligated to) provide suggestions, comments or other feedback to Licensor with respect to the Services (“Feedback”). Feedback shall not create any confidentiality obligation for Licensor and Licensor may freely use and exploit such Feedback. Customer hereby assigns and agrees to assign to Licensor all right, title and interest in and to such Feedback, including any Intellectual Property Rights therein, and acknowledges and agrees that the Licensor is free to use such Feedback in any manner, including by implementing such Feedback in the Services without compensation or other obligation to Customer, and without any attribution to Customer. Feedback shall not include any Customer Materials.

6.5 Survival and Precedence

The provisions of this Clause 6 shall survive the termination or expiration of this Agreement.

7.1 Inputs/Outputs

Customer may provide input to be processed by the AI-enabled functionality of the Services (“Input”) and will receive output generated and returned by such AI-enabled functionality (“Output”). Customer represents and warrants that it has obtained all necessary rights, approvals, and consents for its use of Input. For purposes of this Agreement and as between the parties, Input and Output are both deemed Customer Materials (and Customer shall retain all ownership of such Customer Materials, as permitted under applicable law). Notwithstanding anything else, Customer acknowledges and agrees that (i) the Services may generate the same, or similar, output for Licensor or other third-party end users and (ii) Customer has no claim of right, title, or interest against Licensor or its third-party end users arising from or related to any such output. Customer acknowledges that if Google Workspace is connected, inputs and outputs may include Google user data. Such data remains the property of the Customer and is processed in accordance with Google’s API Services User Data Policy.

7.2 Aggregated Statistics Use Rights

Customer acknowledges and agrees that Licensor may collect Services usage analytics and performance data on a continual basis for the purposes of providing support and Services improvements, verifying license compliance, ensuring application health and billing (“Services Usage Data”). Notwithstanding anything else to the contrary, Customer acknowledges and agrees that, Licensor may also, in accordance with applicable data privacy laws, monitor Customer’s use of the Services and may track and compile data and information related to such use, as long as such data is aggregated and anonymized, including, without limitation, statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Licensor and Customer, the Aggregated Statistics and Services Usage Data, and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Licensor. Licensor may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Services, to develop, improve, or offer other Services, or to otherwise operate Licensor’s business, provided that such Aggregated Statistics does not identify Customer. Licensor will not use Inputs or Outputs as inputs to train any AI-model (including any Third-Party LLM), however Licensor may review Outputs produced by the Services against the Inputs and the underlying data from which the Output was made to build, train, and improve the accuracy of our automated methods of processing.

8.1 Use and Nondisclosure

“Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

8.2 Exceptions

The obligations in above stated Point 8.1 do not apply to any information that:

• • is or becomes generally available to the public through no fault of Recipient;
• • was in Recipient’s possession or known by it prior to receipt from Discloser;
• • was rightfully disclosed to Recipient without restriction by a third party, or
• • was independently developed without use of Discloser’s Confidential Information.

8.3 Marketing Rights

Moreover, this clause does not restrict the Licensor from mentioning the Customer as its client, its testimonials, or testimonials from the Customer’s users, for marketing, branding, or any other commercial or non-commercial purpose on any digital platform, social media or any physical platform including technical or non-technical proposals, presentations or otherwise. This Section shall survive termination of this Agreement.

8.4 Disclosure to Employees and Contractors

Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement.

8.5 Responsibility for Breaches

Recipient will be responsible for any breach of this Confidentiality Clause by its employees, contractors, and agents.

8.6 Legal Disclosure

Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

8.7 Software Confidentiality

The Software licensed contains proprietary information of Licensor. Customer hereby agrees to take all reasonable efforts to maintain the confidentiality of the Licensed Software.

8.8 Publicity Restrictions

The Customer agrees not to publish or disseminate any press releases, marketing materials, social media posts, or other public statements about the Licensed Software that are disparaging, defamatory, or otherwise likely to damage the reputation or goodwill of the Licensor or the Licensed Software. The Customer shall use commercially reasonable efforts to ensure its employees and associates also comply with the provisions of this clause.

9.1 Information Security Program

Licensor is responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (i) ensure the security and confidentiality of the Customer Materials; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Materials; and (iii) protect against unauthorized access to, or use of, the Customer Materials. Where Google user data is accessed, it is protected using industry-standard encryption in transit and at rest. Access is logged and protected with role-based access controls and administrative safeguards.

9.2 Customer Responsibilities

Customer shall use commercially reasonable security and anti-virus measures when accessing and using the Services and to prevent unauthorized access to or use of the Services.

10.1 Term

Unless earlier terminated as provided in this Agreement, this Agreement shall begin on the date of the execution of first Order Form and end as of the expiration of the last active Order Form and/or the expiration of the Order Form Terms, whichever is earlier.

10.2 Termination

Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party written notice of such breach. Licensor also reserves the right to suspend or terminate access to the Services immediately in the event of non-payment of advance subscription fees.

10.3 Effects of Termination

Upon termination or expiration of this Agreement and any Order Form, all licenses or rights granted to Customer hereunder shall terminate and Customer shall discontinue all use of the Services, and Licensor shall have no further obligation to provide the Services or support. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Licensor will retain Customer Materials only for so long as the data are (a) required to fulfil legitimate business purposes—such as account re-activation, dispute resolution, audit, security, or service improvement in de-identified form— or (b) required to comply with applicable law, regulation, or a valid legal hold. Once those purposes no longer apply, Licensor will delete or irreversibly de-identify the data. If immediate deletion is not technically feasible (e.g., the data reside in encrypted back-up archives), Licensor will isolate and protect the data from any further processing until deletion becomes practicable.

10.4 No Liability for Extended Retention

Customer acknowledges and agrees that Licensor shall have no liability whatsoever for retaining Customer Materials beyond any specific number of days, provided such retention is consistent with the principles stated above and appropriate security safeguards remain in place.

12.1 General

THE SERVICE IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WITHOUT WARRANTY AS TO THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY USING THE SOFTWARE. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE SOFTWARE AND ASSUME ALL RISKS ASSOCIATED WITH THE USE OF IT, INCLUDING BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.

12.2 AI Features

CUSTOMER ACKNOWLEDGES AND AGREES THAT AI-ENABLED FEATURES IN THE SERVICES MAY GENERATE UNRELIABLE, INSECURE, INACCURATE, OR OFFENSIVE OUTPUT. CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I) IT WILL EVALUATE ALL OUTPUT BEFORE RELYING ON OR OTHERWISE USING OUTPUT; (II) IT IS RESPONSIBLE FOR ENSURING ANY OUTPUT INCORPORATED INTO CUSTOMER INTELLECTUAL PROPERTY COMPLIES WITH THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; AND (III) SUCH AI-ENABLED FEATURES ARE NOT DESIGNED FOR OR INTENDED TO BE USED FOR MEETING CUSTOMER’S COMPLIANCE WITH APPLICABLE LAWS OR REGULATORY OBLIGATIONS.

15.1 Complete Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

15.2 Supersession of Previous Agreement

The parties agree that in the event of any conflict or inconsistency between this Agreement and any previous agreements, contracts, or understandings between the parties, this Agreement shall take precedence and govern the relationship between the parties.

15.3 No other Agreement

Licensor may modify or update this Agreement from time to time. Any revised version will be posted on the Scalong website or within the Services and will indicate the “Last-Updated” date. For material changes, Licensor will also provide notice by email or in-product notification at least ten (10) days before the changes take effect. Continued access to or use of the Services after the effective date of an updated Agreement constitutes the Customer’s acceptance of the revised terms. If the Customer does not accept a material change, the Customer’s sole remedy is to discontinue use of the Services and disable automatic renewal before the next billing cycle. Any amendment or modification that purports to deviate from this online amendment process must be in writing (including electronic form) and expressly agreed by both parties to be effective.

15.4 Survival of Obligations

18.1 Publicity

Customer agrees to allow Licensor to use and display Customer’s name and logo on Licensor’s website and in Licensor’s promotional materials to identify Customer as a customer, subject to Customer’s trademark guidelines. Customer may opt out at any time by emailing info@ibosstechsolutions.com.

18.2 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, labour strikes, governmental action, pandemic or natural disasters (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event shall promptly notify the other party of the nature and expected duration of the event and shall use commercially reasonable efforts to eliminate or minimize the effects of the event on its ability to perform under this Agreement.

18.3 Assignment

18.4 Waiver

No failure, delay, or omission by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of that or any other right, power, or remedy, nor will any single or partial exercise preclude any further exercise thereof. Any waiver is valid only if (a) set out in a written instrument expressly titled “Waiver,” (b) signed—in the case of Licensor—by a duly authorised officer of Licensor and, in the case of Customer, by an authorised representative of Customer (electronic signature acceptable), and (c) identifies the specific provision being waived. A waiver applies only to the matter expressly waived and is not a continuing waiver unless the instrument so states. No course of dealing or trade practice will modify this Agreement or constitute a waiver.

18.5 Electronic Acceptance

This Agreement is executed electronically. By clicking an “I Agree,” “Accept,” or equivalent button when creating an account—or by continuing to access or use the Services after the Agreement is presented—Customer acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement. No physical signatures, paper copies, or separate counterparts are required, and a printed or electronically stored copy of this Agreement shall be admissible as evidence of its terms.

18.6 Attribution

Customer acknowledges that the Software was developed by Licensor and that Licensor retains all intellectual property rights in and to the Software.

18.7 Arbitration

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or the legal relationships established by this Agreement, shall be referred to and finally resolved by arbitration under the rules of the Arbitration in force in India at the date of this Agreement, which rules are deemed to be incorporated by reference into this clause.

The parties agree that:

• i. The tribunal shall consist of one arbitrator; provided, further, that no arbitrator shall be affiliated with either party. Each party shall bear its own expenses incurred in connection with the arbitration, and the parties shall share equally the costs of the arbitration proceeding, including, without limitation, the fees, costs and expenses imposed or incurred by the arbitrator.
• ii. In default of the parties’ agreement as to the arbitrator within 30 days, the appointment shall be made as per Indian Arbitration Act (IAA);
• iii. The place of the arbitration shall be Delhi; and
• iv. The language of the arbitration shall be English.

19.1 Reasons for Updates

We are continuously working to develop and improve our product’s services. We may update these Terms (including any linked term or privacy policy or Order Form or agreement to this License) or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

• a. Changes to the law or regulatory requirements.
• b. Security or safety reasons.
• c. Circumstances beyond our reasonable control.
• d. Changes we make in the usual course of developing our Services.
• e. To adapt to new technologies.

19.2 Customer Responsibility

CUSTOMER ACKNOWLEDGES THAT IT IS THEIR RESPONSIBILITY TO KEEP CHECKING THE UPDATED TERMS ON OUR WEBSITE. ALL OTHER CHANGES WILL BE EFFECTIVE AS SOON AS WE POST THEM TO OUR WEBSITE. IF YOU DO NOT AGREE TO THE CHANGES, YOU MUST STOP USING OUR SERVICES.

19.3 Customer’s Right to Discontinue Use

If Customer does not agree to a revised version of the Terms, Customer’s sole remedy is to stop using the Services immediately and disable automatic renewal via the account-management page before the next billing cycle.

19.4 No Refund of Pre-Paid Fees

All subscription Fees are billed in advance and are non-refundable. Discontinuing use of the Services will not entitle Customer to any credit, refund, or pro-rata rebate for the prepaid subscription term.

19.5 Acceptance by Continued Use

Continued access to or use of the Services after the effective date of an updated version of the Terms constitutes Customer’s acceptance of the revised Terms.