TERMS OF USE

LAST REVISION: 12 September 2026

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE PLATFORM OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

These Terms of Use ("Agreement" or "Terms") govern your access to and use of the website, applications, APIs, software, artificial intelligence tools, enterprise offerings and related services provided by EKLY AI PRIVATE LIMITED ("Ekly AI", "Company", "we", "our" or "us"), collectively, the "Services".

The website, applications and other digital interfaces through which the Services are made available are collectively referred to as the "Platform".

These Terms incorporate by reference the policies and guidelines expressly referred to herein, including the Company's Privacy Policy and Acceptable Use Policy, as may be updated from time to time. The Company reserves the right to modify or update these Terms from time to time by posting the revised Terms on the Platform. The revised Terms shall be effective from the date specified therein or, where no date is specified, upon posting. Your continued access to or use of the Platform or Services after the revised Terms become effective shall constitute your acceptance of the revised Terms. If you do not agree to any revised Terms, you must discontinue your use of the Platform and Services.

These Terms do not alter or supersede any separate written agreement entered into between you and the Company in respect of specific Services, except to the extent expressly provided therein. Where you are also subject to an End Users Agreement or other specific agreement governing particular Services, the provisions specifically applicable to those Services shall prevail to the extent of any inconsistency.

1. SERVICES

a) Services

Ekly AI provides AI-powered content creation and technology services that enable users to create, generate, edit, enhance, process and manage digital content, including videos, images, voiceovers, subtitles, captions, scripts, translations, animations, avatars, audio, graphics and other multimedia content, through artificial intelligence and related technologies.

The Services may include access to AI models, machine learning systems, APIs, software tools, enterprise solutions, integrations, subscriptions, automation features and other features offered by Ekly AI from time to time.

b) Communications

We may send you service-related communications, including account-related communications, security alerts, operational notices, updates and other communications necessary for the provision or administration of the Services. We may also send promotional or marketing communications in accordance with applicable law. You may opt out of marketing communications through the opt-out mechanism provided in such communication, but you may continue to receive service-related communications where necessary for the operation, security or administration of the Services.

c) Proprietary Rights

The Platform, Services, software, APIs, AI systems, models, workflows, interfaces, designs, documentation, trademarks, logos, technology, algorithms, methodologies, databases and other materials made available by Ekly AI (collectively, "Company Materials") are owned by or licensed to the Company and are protected under applicable intellectual property laws.

Except as expressly permitted under these Terms or applicable law, you shall not copy, reproduce, modify, distribute, reverse engineer, decompile, scrape, extract, create derivative works from, or commercially exploit any Company Materials without the Company's prior written consent.

d) Taxes

If you purchase any Service, you shall be responsible for payment of all applicable taxes, duties or levies payable in connection with such purchase, except to the extent otherwise required by applicable law.

2. PLATFORM

a) Platform Content and Third-Party Links

The Platform may contain information, materials and links to third-party websites, applications, services or resources. Such third-party materials and services are provided for convenience and may be subject to the terms and privacy policies of the relevant third parties.

The Company does not control or endorse third-party websites, applications, services or resources and is not responsible for their availability, content, security, privacy practices or acts or omissions. Your access to or use of any third-party website, application, service or resource is at your own risk and subject to the applicable third-party terms.

b) Use of Platform

You shall use the Platform and Services only for lawful purposes and in accordance with these Terms and the Acceptable Use Policy. You shall comply with all applicable laws and regulations and shall not interfere with, disrupt, damage or adversely affect the Platform, Services or the use thereof by other users.

c) Licence to Use the Platform

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform and Services for their intended purposes.

Except as expressly permitted under these Terms or applicable law, you shall not copy, reproduce, transmit, distribute, modify, create derivative works from, or otherwise exploit the Company Materials.

d) User Content

Users retain ownership of content, files, prompts, inputs, materials and other information submitted through the Services ("User Content").

By submitting User Content, you grant Ekly AI a limited, non-exclusive, worldwide, royalty-free licence to access, process, store and use such User Content to the extent reasonably necessary to provide, maintain, secure, improve and support the Services, and as otherwise permitted by applicable law or expressly agreed with you.

You are solely responsible for ensuring that you have all rights, permissions, consents and lawful authority necessary to submit User Content through the Services and to permit the Company to process such User Content as contemplated by these Terms.

3. NO GUARANTEE OF AI OUTPUTS

Ekly AI provides AI-powered technology tools designed to assist users in generating and processing creative content. Due to the probabilistic nature of artificial intelligence and machine learning technologies, AI-generated outputs may vary and may be inaccurate, incomplete, unsuitable, unexpected, non-unique or contain errors.

Accordingly, Ekly AI does not guarantee that any AI-generated output will be accurate, complete, unique, error-free, reliable or suitable for any particular purpose or use.

You are responsible for reviewing, validating and determining the suitability of any AI-generated output before publication, distribution, commercial use or reliance, including for compliance with applicable law and third-party rights.

4. AI AND INFRASTRUCTURE DISCLAIMER

The Services may use proprietary and third-party artificial intelligence and machine learning models, APIs, cloud infrastructure, automation technologies and other third-party technologies.

AI-generated outputs may vary based on user inputs, prompts, settings, model behaviour, available data, technical limitations and other factors outside the Company's reasonable control.

The Company does not guarantee uninterrupted availability, accuracy, reliability, completeness or consistency of the Services or AI-generated outputs. The Company may modify, replace, suspend or discontinue any AI model, technology, feature or third-party integration used in providing the Services.

The Services are intended to assist with content creation and processing and are not intended to provide legal, financial, medical or other professional advice. You remain responsible for determining whether and how to use any output generated through the Services.

5. SERVICE SUSPENSION AND SECURITY RIGHTS

The Company may suspend, restrict or terminate your access to the Platform or Services where reasonably necessary to:

a) address a security threat, vulnerability or incident;

b) address suspected unauthorised access, fraud, abuse or misuse;

c) prevent or address a violation of these Terms or the Acceptable Use Policy;

d) comply with applicable law, regulation, court order or direction of a competent authority; or

e) protect the Platform, Services, Company, other users or third parties.

Where reasonably practicable and subject to applicable law, the Company may provide notice of such action. Nothing in this Clause shall require prior notice where immediate action is reasonably necessary to protect the Platform, Services, users, the Company or third parties or to comply with applicable law.

6. ACCEPTABLE USE POLICY

You agree to use the Platform and Services only for lawful purposes and in accordance with these Terms. You shall not, directly or indirectly:

a) use the Platform or Services in any manner that violates any applicable law, regulation, court order or the rights of any third party;

b) submit, upload, publish, transmit or otherwise provide any false, misleading, inaccurate, fraudulent, forged, defamatory, obscene, unlawful or infringing information, documents, files, prompts, inputs, outputs, Personal Data or other content;

c) impersonate any person or entity, misrepresent your identity, affiliation or authority, or otherwise provide materially misleading information to the Company;

d) submit documents, content or materials that infringe the intellectual property, confidentiality, privacy or other legal rights of any third party;

e) use the Platform or Services for unlawful purposes, including fraud, impersonation, infringement of intellectual property or privacy rights, creation or dissemination of unlawful content, or abuse or manipulation of AI systems;

f) interfere with, disrupt, damage, disable, overburden, compromise or attempt to gain unauthorised access to the Platform, its servers, networks, systems, databases, accounts, software, security features or any part thereof;

g) introduce or transmit any virus, malware, ransomware, spyware, Trojan horse, malicious code or other harmful or disruptive technology through the Platform or Services;

h) copy, reproduce, modify, distribute, publish, reverse engineer, decompile, scrape, commercially exploit or create derivative works from the Platform, Company Materials, software, AI systems, models, APIs, databases or other proprietary materials, except as expressly permitted under these Terms or applicable law;

i) use automated means, including bots, crawlers, scripts, data-mining tools or similar technologies, to access, extract, collect, monitor or copy any part of the Platform or Services except through interfaces or APIs expressly authorised by the Company;

j) interfere with or adversely affect the use or enjoyment of the Platform or Services by other users;

k) generate or process content involving a person's voice, likeness, image, identity or biometric data or characteristics without the rights, consent, authority or other lawful basis required under applicable law; or

l) engage in any activity that may adversely affect the security, integrity, functionality, reputation or operation of the Platform or Services.

The Company may suspend, restrict or terminate access to the Platform or Services where it reasonably believes that a user has violated these Terms or the Acceptable Use Policy, subject to applicable law.

7. DISCLAIMER OF WARRANTIES

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE COMPANY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS AND UNINTERRUPTED OR ERROR-FREE OPERATION, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT:

a) that information made available through the Platform is accurate, complete, reliable or current;

b) that the Platform or Services will be uninterrupted, secure or error-free;

c) that any AI-generated output will be accurate, complete, unique, reliable or suitable for a particular purpose;

d) that any defect or deficiency in the Platform or Services will be corrected; or

e) that any particular result, outcome or benefit will be achieved through use of the Platform or Services.

No advice or information, whether oral or written, obtained through the Platform or Services shall create any warranty or representation not expressly stated in these Terms.

The Company shall not be liable for claims arising solely from your misuse of the Services, violation of applicable law or unauthorised use of the Platform, subject always to the Company's liability under applicable law.

Some jurisdictions do not permit the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you to the extent prohibited by applicable law.

8. LIMITATION OF LIABILITY

8.1 Subject to the liabilities that cannot be excluded or limited below, the total aggregate liability of Ekly AI Private Limited and its affiliates, officers, employees and agents to you arising out of or relating to the Services, the Terms of Use and the End User Agreement, taken together, shall not exceed the total fees actually paid by you to Ekly AI Private Limited for the specific Service or Services giving rise to the claim during the six (6) months immediately preceding the event first giving rise to the claim. Claims arising from the same or related events shall be treated as a single claim for this purpose. This is one aggregate cap across both agreements, not a separate cap for each claim or agreement, and applies whether a claim is based on contract, tort (including negligence), statute or otherwise, to the maximum extent permitted by applicable law.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM OR SERVICES, INCLUDING ARISING FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES OR FROM RELIANCE ON ANY AI-GENERATED OUTPUT.

8.3 THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STATUTE OR ANY OTHER LEGAL THEORY, EXCEPT TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS PROHIBITED UNDER APPLICABLE LAW.

8.4 Nothing in the Terms of Use or the End User Agreement excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by the negligence of Ekly AI Private Limited or its employees or agents, or any other liability to the extent it cannot lawfully be excluded or limited. Mandatory consumer rights, statutory data-protection rights and the powers of competent regulators are unaffected. This provision takes precedence over any conflicting limitation of liability, exclusion of damages, warranty disclaimer or indemnity in either agreement.

9. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, agents, affiliates, contractors and licensors from and against third-party claims, liabilities, damages, losses, costs and reasonable legal expenses arising out of or relating to:

a) your breach of these Terms or your representations, warranties or obligations under these Terms;

b) your User Content, prompts, inputs or materials submitted through the Services;

c) your violation of any applicable law or third-party rights;

d) your unauthorised or unlawful use of the Platform or Services; or

e) your use of AI-generated outputs in a manner that violates applicable law or the rights of a third party.

The Company shall reasonably cooperate, at your expense, in the defence of any indemnified claim. The Company may participate in the defence of such claim with counsel of its choice. You shall not settle any claim in a manner that imposes any admission of liability, obligation or restriction on the Company without the Company's prior written consent.

The obligations under this Clause shall survive termination of these Terms to the extent necessary to address claims arising from acts or omissions occurring during the period in which these Terms were applicable.

10. PRIVACY AND DATA PROTECTION

The Company is committed to protecting the privacy and security of Personal Data processed in connection with the Platform and Services.

The Company's Privacy Policy, as amended from time to time, forms an integral part of these Terms and describes the categories of Personal Data collected or otherwise processed, the purposes and manner of processing, applicable data-sharing arrangements, retention practices, security measures and the rights and choices available to users.

Where applicable, the Company processes Personal Data in accordance with the Digital Personal Data Protection Act, 2023, applicable rules and regulations thereunder, and other applicable Indian data protection laws.

Where the processing of Personal Data is subject to the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Company shall process such Personal Data in accordance with the GDPR and other applicable data protection laws. The rights and safeguards available to users under the GDPR shall apply in accordance with the GDPR, the Privacy Policy and other applicable law.

Nothing in these Terms shall be construed as obtaining blanket or implied consent for processing of Personal Data. Where consent is required under applicable law, the Company shall obtain such consent in the manner required by applicable law. Where processing is based on another lawful basis available under applicable law, the Company may process Personal Data on that basis.

You may exercise applicable data protection rights, including rights relating to access, correction, updating, erasure, withdrawal of consent where consent is the applicable basis, restriction or objection where applicable, and grievance redressal, in accordance with the Privacy Policy and applicable law.

The Company may use service providers, cloud infrastructure providers, AI/ML technology providers, analytics providers, payment service providers and other processors or service providers as reasonably necessary to provide, maintain, secure and support the Platform and Services, subject to applicable law and the Company's Privacy Policy.

The Company shall retain Personal Data for as long as reasonably necessary for the purposes for which it is processed, including providing and securing the Services, complying with legal and regulatory obligations, resolving disputes and enforcing agreements, subject to applicable law and the Company's Privacy Policy.

The Company implements reasonable technical and organisational security measures appropriate to the risks associated with the processing of Personal Data, subject to applicable law.

10.A AI-ASSISTED SERVICES

The Services may utilise artificial intelligence models, machine learning systems, automation technologies and third-party AI providers to generate, process, transform and enhance User Content and other inputs submitted through the Services.

Users acknowledge that AI systems operate using statistical and computational models and may generate outputs that are inaccurate, incomplete, unexpected or unsuitable for a particular purpose.

The Services are designed primarily to assist users with content creation and related technology functions and are not intended, by themselves, to make decisions producing legal or similarly significant effects concerning individuals solely through automated processing.

Users remain responsible for reviewing and validating AI-generated outputs before publication, commercial use or reliance and for ensuring that their use of such outputs complies with applicable law and third-party rights.

11. FEES, CREDITS AND REFUNDS

Where the Services are offered on a paid basis, applicable fees, subscription charges, credits or other charges shall be communicated to you through the Platform or at the time of purchase.

All fees, subscription charges, Credits, AI generation charges and other amounts paid for the Services are non-refundable, except where the Company, in its sole discretion, determines otherwise or where a refund is required under applicable law.

Any refund, credit, adjustment or other concession provided by the Company shall be at the Company's sole discretion, subject to applicable law and any specific terms communicated to you at the time of purchase. Any such refund, credit or adjustment shall not create an obligation on the Company to provide similar refunds, credits or adjustments in the future.

Where applicable, Credits are non-transferable, have no monetary value outside the Platform and may only be used for the Services for which they are issued. The Company may determine the validity, expiry and applicable use conditions of Credits and shall communicate such conditions through the Platform or applicable Service terms.

12. AGREEMENT TO BE BOUND

By accessing or using the Platform or Services, you acknowledge that you have read, understood and agreed to be bound by these Terms, the Privacy Policy, the Acceptable Use Policy and any other terms expressly applicable to the Services you use.

13. GENERAL

a) Force Majeure

The Company shall not be liable for any failure, cessation, interruption or delay in performing its obligations under these Terms to the extent caused by events beyond its reasonable control, including natural disasters, fire, flood, earthquake, war, terrorism, armed conflict, governmental action, labour disruptions, failure of telecommunications or infrastructure, widespread internet or cloud-service outages, or other similar events beyond the Company's reasonable control.

b) Cessation of Operation

The Company may modify, suspend or discontinue the Platform or any part of the Services, subject to applicable law and any express contractual obligations applicable to you.

c) Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy and any other terms expressly incorporated herein, constitute the agreement between you and the Company with respect to your access to and use of the Platform and Services and supersede prior understandings or agreements relating to the same subject matter, except for any separate written agreement that expressly governs specific Services.

d) Effect of Waiver and Severability

The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or competent authority, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.

e) Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India.

Subject to any rights or remedies that cannot lawfully be excluded or restricted, the courts at Bengaluru, Karnataka shall have jurisdiction over disputes arising out of or relating to these Terms, the Platform or Services.

Nothing in these Terms shall prevent a user from exercising any mandatory statutory, regulatory or data protection right or remedy available under applicable law.

f) Termination

The Company may suspend or terminate your access to the Platform or Services in accordance with Clause 5 of these Terms, the Acceptable Use Policy, any applicable End Users Agreement or other applicable Service terms, including where reasonably necessary due to a material breach, security risk, unlawful activity, abuse, repeated violations or legal or regulatory requirements.

Upon termination or suspension, you must cease using the affected Platform or Services. Provisions which by their nature are intended to survive termination, including provisions relating to intellectual property, User Content, disclaimers, limitation of liability, indemnification, governing law and dispute resolution, shall survive termination to the extent applicable.

g) Assignment

You may not assign, transfer or otherwise dispose of your rights or obligations under these Terms without the Company's prior written consent.

The Company may assign or transfer its rights and obligations under these Terms in connection with a merger, acquisition, restructuring, sale of assets or business, or to an affiliate or successor, subject to applicable law.

BY ACCESSING OR USING THE PLATFORM OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED TO THESE TERMS.