END USERS’ AGREEMENT

1. GENERAL

This Agreement creates binding legal obligations on you. If you do not agree to any of the terms of this Agreement, please do not access the Platforms, use any of the services offered through the Platforms or register an account for such services.

1.1 These Terms and Conditions constitute a binding agreement ("Agreement") between you ("User") and EKLY AI Private Limited, together with its affiliates ("we," "us," or "Company"), governing your access to and use of the Company’s services ("Services"). This Agreement applies to the Company’s website (https://www.ekly.ai), web application and authorised APIs and other digital interfaces through which it provides the Services (collectively, the "Platform").

EKLY AI Private Limited is a company incorporated under the Companies Act, 2013, with its registered office at No. 472/7, Balaji Arcade, AVS Compound, 20th L Cross Road, AVS Layout, Ejipura, Koramangala, Bengaluru – 560095, India.

1.2 Your use of the Service is subject to this Agreement, our Privacy Policy (“Privacy Policy”), and any additional policies or terms referenced herein (collectively, “Additional Terms”), which together form an integral part of this Agreement.

1.3 We reserve the right to modify the terms of this Agreement at any time. Such changes will become effective when we post the modified Agreement on the Platform. Each time you use the Platform or the Service, the then-current version of this Agreement will apply. If you use the Platform or the Service after a modification of this Agreement, you agree to be bound by the terms of this current version of the Agreement as modified.

1.4 This Agreement contains important information regarding your rights with respect to the Platform and the Service, including your relationship with us. Please read this Agreement carefully, and review this Agreement regularly.

2. USER QUALIFICATION

2.1 You warrant and represent that:

• 1. you are eighteen (18) years of age or older and have the requisite legal capacity to enter into this Agreement and use the Services;
• 2. any information you submit to the Company when using the Services is accurate, complete, and current; and
• 3. your use of the Services does not violate any applicable law or regulation.

3. USER REGISTRATION

3.1 You shall register with the Platform through mobile phone verification or other procedure to become a registered user on the Platform. You acknowledge and agree that the information you provide during the user registration process is accurate and complete, and you shall promptly notify us of any changes to the information.

3.2 The user account (“Account”) you create following the registration process shall be personal to you. You may not transfer your Account to anyone else, nor permit or assist others to use the Service through your Account, except for those individuals or businesses that have been expressly authorized by us to create accounts on behalf of their employers or customers.

3.3 After successfully completing the User registration process, you may start using the Service through the Platform in accordance with this Agreement.

3.4  We reserve the right to suspend, restrict, deny or revoke your access to your Account, the Platform and/or the Services where reasonably necessary to protect the Platform, other Users, the Company or third parties, to enforce this Agreement, to prevent fraud, abuse or unlawful activity, or to comply with applicable law. Where reasonably practicable and subject to applicable law, the Company may provide notice of such action and an opportunity to contact the Company regarding the action taken.

4. ACCOUNT SECURITY

4.1 You are responsible for maintaining the security and confidentiality of your Account credentials, including passwords and verification codes. You shall take reasonable measures to prevent unauthorised access to your Account. If you disclose your Account credentials to any third party or otherwise fail to maintain their security, you may be responsible for resulting activities or losses, subject to applicable law.

4.2 You are responsible for activities carried out through your Account, including prompts submitted, content uploaded, Services used, and outputs generated or accessed through your Account, subject to applicable law and the terms of this Agreement.

4.3 You must notify us via the Platform immediately you become aware of any unauthorized use of your Account, or other situation that may cause theft or loss of your Account. Upon notice of unauthorized use, we will temporarily lock your Account, but you acknowledge that doing so takes a reasonable amount of time, and it will not be immediate.

4.4 Your Account may only be used by you and may not be shared with any other person. You agree:

• 1. to keep your Account details private at all times;
• 2. to keep the login verification code to your Account safe and confidential;
• 3. not to transfer, sell, assign, share, or otherwise provide access to your Account or Account credentials to any unauthorised third party;
• 4. to comply with all applicable laws and the terms and conditions in this Agreement in connection with your Account.

4.5 You shall be responsible for activities carried out through your Account, except to the extent such activities result from unauthorised access or misuse that was not caused by your failure to maintain the security of your Account or credentials.

4.6 If, through your use of the Platform, you access or receive Personal Data, confidential information, or other information relating to another person or User, you shall use such information only for the purposes for which it was made available to you and shall keep it confidential and secure. You shall not disclose, misuse, copy, or otherwise process such information except as permitted by applicable law and the terms of this Agreement.

5. USING THE SERVICE

5.1 SCOPE OF SERVICES, AI SERVICES & NO GUARANTEE

• 1. The Company operates an artificial intelligence-powered Software-as-a-Service ("SaaS") platform that enables Users to create, edit, generate, enhance, and manage digital content, including but not limited to videos, images, voiceovers, subtitles, captions, scripts, translations, animations, avatars, audio, graphics, and other multimedia content using artificial intelligence technologies ("Services").
• 2. The Services may utilise one or more proprietary or third-party artificial intelligence models, machine learning systems, large language models, computer vision models, speech synthesis technologies, image generation models, video generation models, automation tools, APIs, and cloud infrastructure providers to generate or process content based on User prompts, uploaded materials, preferences, instructions, and other inputs.
• 3. The Services are provided on an "as available" and technology-assisted basis. AI-generated outputs are probabilistic in nature and may vary depending on User inputs, selected settings, underlying AI models, or other technical factors. The Company does not guarantee that any generated output will be accurate, complete, uninterrupted, error-free, unique, suitable for any particular purpose, free from third-party claims, or capable of meeting the User's expectations or commercial objectives.
• 4. The Company may modify, update, add, remove, suspend, or discontinue particular features, tools, supported formats, AI models, integrations, or other components of the Services from time to time, including where required for technical, operational, security, legal, or commercial reasons. Where reasonably practicable, the Company may provide notice of material changes.
• 5. The User acknowledges and agrees that:

(a) all prompts, uploaded content, instructions, reference materials, and generated outputs remain subject to the User's review, verification, editing, and approval before publication, distribution, or reliance;

(b) the Company does not guarantee any specific creative, commercial, technical, marketing, business, or other outcome from the use of the Services;

(c) AI-generated outputs may contain inaccuracies, omissions, hallucinations, bias, inconsistencies, or content substantially similar to content generated for other users;

(d) the User is solely responsible for ensuring that the use, publication, distribution, or commercial exploitation of any generated output complies with applicable laws, platform policies, intellectual property rights, privacy rights, publicity rights, contractual obligations, and other applicable legal or contractual requirements;

(e) the Company does not independently verify the factual accuracy, legality, originality, ownership, or suitability of any User inputs or AI-generated outputs; and

(f) any reliance placed on the Services or AI-generated outputs is entirely at the User's own risk.

The Company may integrate or use third-party services, artificial intelligence models, cloud infrastructure, APIs, plugins, payment services, storage providers, communication tools, and other technologies in connection with the Services. Such third-party services may be subject to separate terms and privacy policies. The Company remains responsible for its own obligations under this Agreement and applicable law, but shall not be responsible for the independent acts, omissions, availability, functionality, policies, or failures of third-party services except to the extent attributable to the Company's breach of its obligations under this Agreement or applicable law.

5.3 DATA PROTECTION AND PRIVACY

The Company processes Personal Data in accordance with applicable data protection laws, including the Digital Personal Data Protection Act, 2023 (“DPDP Act”) and, where applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and as further described in the Company's Privacy Policy.

Personal Data may be processed for purposes including:

(a) creating and managing User Accounts;

(b) providing, operating, maintaining, securing and administering the Platform and Services;

(c) processing subscriptions, payments and related billing activities;

(d) responding to User requests and providing customer support;

(e) detecting and preventing fraud, abuse, security incidents and unlawful activities;

(f) complying with applicable legal and regulatory obligations;

(g) enforcing this Agreement; and

(h) other purposes expressly described in the Privacy Policy and, where required by applicable law, based on the User's consent or another applicable lawful basis.

For Users to whom the GDPR applies, the Company shall process Personal Data on one or more lawful bases recognised under the GDPR, as further described in the Privacy Policy.

5.3.1 SERVICE AVAILABILITY DISCLAIMER

The Company does not guarantee uninterrupted or error-free availability of the Platform or Services. Availability may be affected by maintenance, upgrades, network conditions, third-party dependencies, or force majeure events.

5.3A USER RIGHTS

Subject to applicable law, Users may exercise rights available to them in relation to their Personal Data. For Users to whom the DPDP Act applies, such rights include rights relating to access to information regarding processing, correction and updating, erasure where applicable, grievance redressal, withdrawal of consent where processing is based on consent, and nomination in accordance with applicable law.

For Users to whom the GDPR applies, applicable rights may include rights of access, rectification, erasure, restriction of processing, objection, data portability, withdrawal of consent where processing is based on consent, and other rights available under the GDPR, subject to applicable limitations and conditions.

Requests may be submitted using the contact details provided in the Privacy Policy or by contacting the Company's designated grievance or data protection contact, as applicable.

6. CHARGES AND PAYMENT

The Services are provided on a paid subscription and/or credit basis, unless otherwise stated by the Company. Certain features may be offered free of charge subject to applicable limits or conditions.

The User shall pay all applicable subscription fees, credit purchases, usage-based charges, taxes, duties, and other charges in accordance with the applicable pricing, plan, quotation, invoice, order form, or other commercial terms. Unless otherwise stated, fees are payable in advance and exclusive of applicable taxes, which may be collected as required by law.

Subscriptions may automatically renew unless cancelled before the renewal date. By subscribing, the User authorises the Company or its payment providers to charge the applicable fees using the selected payment method. Cancellation shall generally take effect from the next billing cycle, subject to applicable law.

The Company may prospectively revise its pricing, plans, credits, usage limits, features, or fee structure by providing reasonable notice. Revised pricing shall not apply to a prepaid subscription period unless otherwise agreed or permitted by law.

Unless otherwise provided in Section 11 (Fees, Credits and Refunds) of the Terms of Use (https://www.ekly.ai/terms#p-104) or required by applicable law, payments are final, non-refundable and non-transferable. Credits are non-transferable, have no monetary value outside the Platform and may only be used for the applicable Services. Credit validity, expiry and use conditions are those communicated through the Platform, applicable plan or Service terms in accordance with that Section.

The Company may use third-party payment processors and billing providers. Their services are subject to their respective terms and privacy policies, and the Company shall not be responsible for payment failures, delays, errors, banking issues, or security incidents attributable to such third parties, except to the extent otherwise required by applicable law.

If a payment is declined, reversed, charged back, disputed, or overdue, the Company may suspend or restrict access, revoke credits, recover outstanding amounts, charge interest where permitted by law, and exercise other available remedies.

The User remains responsible for applicable taxes, bank charges, foreign exchange charges, governmental levies, and similar charges arising from use of the Services.

Promotional offers, discounts, free trials, referral benefits, beta programmes, and complimentary credits may be offered, modified, or withdrawn by the Company subject to applicable law and the terms governing such offers.

7. COMPLAINTS

7.1 In the event that at any time you have a complaint or dispute regarding the Service or the Platform you can notify us via the Platform or by sending an email to our customer service email at hello@ekly.ai.

7.2 Grievance Officer and Data Protection Contact

The Company has designated a person responsible for addressing grievances and questions relating to Personal Data and the Services, in accordance with applicable law. Users may submit grievances, requests relating to their Personal Data, withdrawal of consent requests, correction requests, or complaints using the contact details provided below or as updated in the Privacy Policy.

Grievance Officer: Aksht Jain

Email: hello@ekly.ai

Address: No. 472/7, Balaji Arcade, AVS Compound, 20th L Cross Road, AVS Layout, Ejipura, Koramangala, Bengaluru – 560095, India

The Company shall endeavour to acknowledge and address grievances within the timelines prescribed under applicable law.

8. BREACH

8.1 You acknowledge and agree that the Company may suspend, restrict, or permanently block your Account or access to the Platform or Services where reasonably necessary to protect the Platform, other Users, the Company or third parties, enforce this Agreement, prevent fraud, abuse or unlawful activity, or comply with applicable law. Where reasonably practicable and subject to applicable law, the Company may provide notice of such action.

8.2 Where reasonably practicable and subject to applicable law, the Company may notify the User of the suspension, restriction, or termination and may provide the User with an opportunity to contact the Company regarding such action. Nothing in this Clause shall require the Company to provide prior notice where immediate action is reasonably necessary to protect the Platform, other Users, the Company, or any third party, or to comply with applicable law.

9. LIMITATIONS OF OUR LIABILITY

9.1 Nothing in this Agreement shall exclude or limit the Company's liability to the extent such exclusion or limitation is prohibited under applicable law, including liability for fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

9.2 In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption.

9.3 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.

9.4 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.

9.5 Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under these terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this Clause 9 will apply even if any limited remedy fails of its essential purpose.

9.6 DISCLAIMER OF WARRANTIES

To the maximum extent permitted under applicable law, the Platform, Services, Company Materials and AI-enabled features are provided on an "as is" and "as available" basis, without any express or implied warranties, representations or conditions, including warranties of accuracy, completeness, reliability, availability, merchantability, fitness for a particular purpose, non-infringement, title or uninterrupted or error-free operation.

The Company does not warrant or represent that the Platform or Services will be uninterrupted, secure, error-free, free from viruses or other harmful components, or that any defects or errors will be corrected. The Company does not warrant that any AI-generated output will be accurate, complete, reliable, original, unique, suitable for any particular purpose, or free from third-party rights, claims or infringement.

The User acknowledges that AI-generated outputs are produced using probabilistic technologies and may contain errors, inaccuracies, omissions, biases or other unintended results. The User is solely responsible for reviewing, verifying, editing and approving any output before relying upon, publishing, distributing, commercialising or otherwise using it.

Nothing in this Clause shall exclude or limit any warranty, representation, liability or remedy that cannot lawfully be excluded or limited under applicable law.

10. OWNERSHIP AND INTELLECTUAL PROPERTY

10. Your agreement to these terms and your registration as a User entitle you only to access and use the Services in accordance with this Agreement. There is no other authorization, cooperation, partnership or agency between you and us.

10.2 You acknowledge that all intellectual property rights in and to the Platform, including copyright, trademarks, trade names, logos, source and object code, and related proprietary and confidential information, are and shall remain the exclusive property of the Company or its licensors, and nothing in this Agreement shall operate to transfer any intellectual property rights in and to the Platform or any other intellectual property rights owned by us or our licensors, to you. You acknowledge and agree that, without the express written authorization of the owner of such intellectual property rights, you may not use, modify, rent, let, sell, transmit or otherwise violate the above intellectual property rights (such as reverse engineering, decompiling).

10.3 The name, trademarks, logos, trade names, service marks, branding, and other proprietary identifiers of EKLY AI Private Limited are owned by or licensed to the Company and may not be used without the Company's prior written consent, except as expressly permitted under this Agreement or applicable law.

10.4 Subject to your compliance with this Agreement and payment of applicable fees, where applicable, the Company grants you a limited, non-exclusive, non-transferable, revocable licence during the applicable subscription period to access and use the Platform and Services for their intended purposes. This licence does not grant you any ownership or other rights in the Platform, Company Materials, underlying software, models, algorithms, or other intellectual property of the Company or its licensors, except as expressly provided in this Agreement.

10.5 PLATFORM CONTENT AND COMPANY MATERIALS

All software, source code, object code, AI workflows, prompts, prompt libraries, templates, documentation, APIs, SDKs, designs, interfaces, branding, trademarks, videos, graphics, animations, audio, voice models, proprietary algorithms, methodologies, databases, user interfaces, know-how and other materials made available through the Platform ("Company Materials") are and shall remain the exclusive property of the Company or its licensors. Nothing in this Agreement shall be construed as granting the User any ownership or proprietary rights in or to the Company Materials, except for the limited rights expressly granted under this Agreement.

10.6 USER CONTENT

The Company does not assume responsibility or liability for User Content uploaded, posted, transmitted, or otherwise made available by Users. However, the Company may, to the extent reasonably necessary to provide, secure, maintain, support, or enforce the Services and this Agreement, and where permitted or required by applicable law, review, restrict, remove, disable access to, or otherwise take action in relation to User Content that it reasonably believes violates this Agreement, applicable law, or the rights of any third party.

You shall not upload, post, transmit, or share any content that you do not own or for which you do not have valid and enforceable rights or permissions. You represent and warrant that you own or have obtained all necessary rights, consents, and authorisations in relation to any User Content you provide on the Platform.

You agree that all User Content provided by you shall comply with applicable laws and shall not infringe or violate any third-party rights, including intellectual property rights, privacy rights, contractual rights, or any other proprietary rights. You shall be solely responsible for any breach of this obligation and any resulting liability.

By submitting or uploading User Content through the Platform, the User grants the Company a limited, non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, display, and otherwise use such User Content only to the extent reasonably necessary to provide, operate, secure, maintain, troubleshoot, support, and administer the Platform and Services, comply with applicable law, and enforce this Agreement.

Where User Content contains Personal Data, such processing shall be carried out in accordance with the Company's Privacy Policy and applicable data protection law. Except as expressly disclosed in this Agreement or the Privacy Policy, or otherwise authorised by the User or permitted by applicable law, the Company shall not use User Content for marketing or advertising purposes or for training publicly available foundation models.

10.7 DATA PROCESSING AND RETENTION

The Company may access, store, process, copy, and use User Content and Personal Data solely to the extent necessary for:

(a) providing and administering the Services;

(b) maintaining, securing, troubleshooting, and improving the functionality and performance of the Platform and Services;

(c) complying with legal and regulatory obligations;

(d) preventing fraud, abuse, security incidents and unlawful activities;

(e) enforcing this Agreement; and

(f) any other purpose expressly disclosed in the Privacy Policy or consented to by the User.

Personal Data shall be retained only for as long as reasonably necessary to fulfil the purposes for which it was collected or as otherwise required or permitted under applicable law. Following expiry of the applicable retention period, the Company may securely delete, anonymise or aggregate such information unless continued retention is legally required.

You represent and warrant that you have all necessary rights, permissions, consents and lawful authority required to upload, submit, transmit or otherwise make available through the Platform any Personal Data, images, recordings, documents or other materials relating to any third party. You shall be responsible for any claims arising from your unlawful or unauthorised submission or use of such materials.

10.8 AI PROCESSING OF USER CONTENT

The Company may process User prompts, uploaded content, instructions, generated outputs, and related technical or usage metadata using artificial intelligence technologies to the extent reasonably necessary to provide, operate, secure, maintain, troubleshoot, support, and administer the Services, prevent abuse or unlawful activity, comply with applicable law, and enforce this Agreement, in accordance with the Privacy Policy and applicable data protection law.

The Company shall not use identifiable User Content or Personal Data to train publicly available foundation models unless expressly authorised by the User or otherwise permitted by applicable law. Where the Company uses aggregated, anonymised, or appropriately de-identified information for analytics, security, service improvement, research, benchmarking, or development purposes, such use shall be carried out in accordance with the Privacy Policy and applicable law.

10.9 AI OUTPUT OWNERSHIP

Subject to applicable law and the User's compliance with this Agreement, the Company assigns to the User any intellectual property rights, if any, that may vest in the Company solely in AI-generated outputs created specifically for the User through the Platform. This assignment does not transfer or grant any ownership or rights in the Platform, underlying AI models, software, algorithms, prompt libraries, datasets, Company Materials, or other intellectual property used in connection with the generation of such outputs.

The User acknowledges that AI-generated outputs may not be unique and that substantially similar or identical outputs may be generated for other users. The Company does not represent or warrant that any AI-generated output is capable of obtaining intellectual property protection or is free from third-party rights or claims.

10.10 THIRD-PARTY AI PROVIDERS

The Platform may use artificial intelligence models, application programming interfaces, cloud infrastructure, software, tools and other technologies provided or operated by third-party service providers to deliver certain features or functionalities of the Services. Where User Content or Personal Data is processed by such third-party providers, such processing shall be undertaken in accordance with the applicable arrangements described in the Privacy Policy and subject to applicable contractual, confidentiality, security and data protection requirements.

The User acknowledges that the availability and functionality of certain AI-enabled features may depend on third-party providers. The Company shall not be responsible for the independent acts, omissions, availability, functionality, policies, or failures of such third-party services, except to the extent attributable to the Company's breach of its obligations under this Agreement or applicable law.

11. INDEMNIFICATION

You agree to indemnify and hold harmless the Company, its affiliates, officers, employees, and agents from third-party claims, liabilities, damages, losses, and reasonable expenses (including reasonable legal fees) arising directly from:

(a) your material breach of this Agreement;

(b) your unlawful use or misuse of the Platform or Services;

(c) your infringement or misappropriation of any third-party intellectual property, privacy, publicity, contractual, or other rights;

(d) User Content or other materials submitted by you through the Platform that infringe third-party rights or violate applicable law; or

(e) your fraudulent, wilful, or unlawful conduct.

This obligation shall survive termination of this Agreement to the extent relating to acts or omissions occurring before termination.

12. TERMINATION OF THIS AGREEMENT

12.1 USER TERMINATION

You may terminate this Agreement in any of the following ways:

• 1. If you notify us via the Platform at any time that you wish to cease using the Service and the Platform;
• 2. If you cease using the Service and the Platform and expressly reject any changes to this Agreement before such changes become effective.

12.2 TERMINATION INITIATED BY EKLY AI PRIVATE LIMITED:

The Company may terminate this Agreement or suspend or terminate the User's Account or access to the Platform or Services in accordance with Clause 12.4 or where otherwise reasonably necessary to protect the Platform, the Company, other Users, or third parties, or to comply with applicable law.

12.3 SETTLEMENT AFTER TERMINATION:

Upon the termination of this Agreement, we shall still have the rights to make claims against you in accordance with this Agreement for any prior breaches by you or any outstanding financial obligations you may have.

12.4 If the Company reasonably determines that the User has submitted false, misleading, forged, fabricated, altered, or unauthorised information or materials; infringed or misappropriated third-party rights; misused the Platform or Services; attempted to circumvent the Company's technical or security measures; engaged in unlawful, fraudulent, abusive, threatening, harassing, or harmful conduct; violated any applicable usage restrictions; or otherwise breached this Agreement or applicable law, the Company may suspend or terminate the User's Account or access to the Platform or Services, with or without prior notice where reasonably necessary, without prejudice to any other rights or remedies available to the Company under this Agreement or applicable law.

12.5 DELETION OF PERSONAL DATA

Upon termination or deletion of a User Account, the Company shall take reasonable steps to delete or anonymise the User's Personal Data and other information subject to applicable retention requirements, unless retention is required by applicable law or is reasonably necessary for the establishment, exercise or defence of legal claims, prevention of fraud, security, enforcement of this Agreement, resolution of disputes, or other legitimate retention purposes recognised under applicable law.

12.6 INTERNATIONAL DATA TRANSFERS

Where Personal Data is transferred, stored, or processed outside the jurisdiction in which it was collected, the Company shall take such measures and implement such safeguards as are required under applicable data protection law. Where the GDPR applies, international transfers of Personal Data shall be carried out in accordance with the applicable requirements of Chapter V of the GDPR, including, where applicable, adequacy decisions, standard contractual clauses, or other legally recognised transfer mechanisms. Where the DPDP Act or other applicable Indian law imposes restrictions or requirements on cross-border transfers, the Company shall comply with such restrictions or requirements.

12.7 THIRD-PARTY SERVICE PROVIDERS

The Company may engage third-party service providers, including cloud hosting and infrastructure providers, analytics providers, payment processors, communications providers, customer support providers, security providers, AI and technology providers, and other service providers necessary to operate and provide the Platform and Services.

Where such a provider processes Personal Data on behalf of the Company as a processor, the Company shall implement appropriate contractual, confidentiality, security, and data protection requirements in accordance with applicable law. Where a third party processes Personal Data as an independent controller or for its own legally permitted purposes, such processing shall be governed by the applicable terms and privacy notices of that third party, subject to applicable law.

13. COVENANTS AND PROHIBITIONS

13.1 COVENANTS:

You shall ensure that your conduct is in compliance with the following requirements when you access or use the Services:

• 1. comply with all applicable laws, regulations, intellectual property rights, privacy requirements, and other applicable legal requirements in connection with your use of the Platform and Services;
• 2. provide accurate, complete, and current information where required for registration, account management, billing, or use of the Services;
• 3. maintain the confidentiality and security of your Account credentials and verification information;
• 4. use the Platform and Services only for lawful purposes and in accordance with this Agreement and any applicable policies of the Company;
• 5. ensure that all prompts, instructions, uploaded content, reference materials, and other inputs submitted through the Platform are accurate to the extent necessary for the intended use and that you have all rights, permissions, consents, and authorisations necessary to submit and use such materials;
• 6. review, verify, edit, and approve AI-generated outputs before publishing, distributing, communicating, or otherwise relying upon such outputs; and
• 7. promptly provide such information or cooperation as may be reasonably required by the Company for the proper operation, security, maintenance, or support of the Platform and Services.

13.2 PROHIBITIONS:

You covenant that you will not use the Platform to conduct any illegal activity or any of the following acts:

• 1. Using the Platform when you do not have the legal capacity or you are suspended from using the Service temporarily or permanently;
• 2. Transferring your Account to any third party without our consent;
• 3. Infringing or violating the rights of any person through the Platform, including by accessing another person's Account, collecting or using another person's Personal Data without authorisation, harassing, threatening, coercing, impersonating, or otherwise unlawfully harming another person, or infringing any third-party intellectual property or other rights;
• 4. Interfering or sabotaging the Platform, its server or its network, or creating unreasonable or inappropriate load on our server or system by any means, or conducting any activity that may result in breakdown, overloading or damages (including spreading worms, viruses, spyware, malware or other destructive codes) or implanting content or codes on user browsers or devices, or altering or disturbing the render effects or display of our website on the user browser or device by other means, or uploading viruses or other malicious codes;
• 5. Without legal authorization, using techniques on purpose to intercept, tamper, steal, record, visit, collect, store, use, spread, disclose or delete information that you are not authorized to access from the Platform, such as other users’ personal information, or other confidential information which does not belong to you;
• 6. Violating or evading any laws or any of our policies or rules or any decisions about your Account status;
• 7. Taking any action to evade our technical and security measures;
• 8. Infringing our intellectual property rights or other rights, including but not limited to using EKLY AI Private Limited or our other commercial logos in any commercial name, email or website, deleting any notification contained in our services on copyrights, trademarks or other ownership, damaging any of our patents, copyrights, proprietary technology, programs, software or data base information that we possess or legally use, through copying, disseminating, publicizing, decoding, partitioning or producing derivatives etc.;
• 9. Without our explicit consent, implying or stating that you are an affiliate of the Platform, or have any agency relationship with it;
• 10. Renting, leasing, lending, trading, selling, reselling, sublicensing, or otherwise commercially exploiting the Platform, Services, Company Materials, or related information or data, except as expressly permitted under this Agreement;
• 11. using bots, scrapers, crawlers, scripts, automated programs, or other automated means to access, extract, copy, monitor, or interact with the Platform or Services except through interfaces or APIs expressly authorised by the Company;
• 12. Duplicating, modifying, creating derivatives of, framing, mirroring, imitating, altering, or otherwise interfering with the Platform or Services, except as expressly authorised by the Company or permitted by applicable law;
• 13. Accessing the Platform or Services through unauthorised interfaces, modified versions, third-party wrappers, or other means not expressly authorised by the Company;
• 14. bypassing, disabling, circumventing, or attempting to circumvent any security, access-control, authentication, or technical protection measures of the Platform or Services;
• 15. Assisting or encouraging any violation of this Agreement or our policies;

13.2A AI USAGE RESTRICTIONS:

The User shall not use the Platform or Services to generate, upload, process, transmit, distribute, or otherwise create or facilitate content or activity that:

(a) violates any applicable law or regulation;

(b) infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, contractual, or other rights of any person;

(c) facilitates fraud, impersonation, identity theft, deception, or other unlawful conduct;

(d) creates or distributes deceptive or unlawful synthetic media, including deepfakes, without the requisite rights, authority, consent, or lawful basis;

(e) facilitates the creation or distribution of malware, malicious code, spam, unlawful surveillance, or other harmful or abusive activity;

(f) unlawfully exploits, harasses, threatens, or harms any person; or

(g) otherwise violates this Agreement or any applicable Acceptable Use Policy or other usage restrictions notified by the Company.

(h) generates or processes 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.

The Company may suspend, restrict, or terminate access to the Platform or Services where it reasonably determines that the User has engaged in or attempted to engage in any prohibited use.

13.3 The Company does not assume responsibility for User Content submitted or generated by Users, except to the extent expressly provided under this Agreement or required by applicable law. Users remain responsible for their own User Content, prompts, inputs, outputs, and use of the Services. If you believe that User Content or activity on the Platform violates this Agreement, applicable law, or your rights, you may report the matter to the Company using the contact details provided on the Platform.

14. NOTICES

14.1 If you have an Account with us, you agree that we may provide you any and all required notices electronically through your Account or other electronic means such as email, or pop-up messages or pushed messages on the Platform in accordance with our Privacy Policy.

15. GOVERNING LAW

This Agreement shall be governed by the laws of India.

Any dispute shall first be resolved through arbitration under the Arbitration and Conciliation Act, 1996.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Bengaluru, India, and proceedings shall be conducted in English.

The arbitral award shall be final and binding. Nothing in this Clause shall restrict a User from exercising any statutory right or filing any complaint or proceeding before a competent regulatory or supervisory authority where such right cannot lawfully be excluded.

Subject to arbitration, courts in Bengaluru shall have supervisory jurisdiction.

15.1 INTERIM RELIEF

Nothing in this Clause shall prevent either party from approaching the competent courts at Bengaluru, Karnataka, for interim, injunctive, or other urgent relief permitted under applicable law.

15.2 CONFIDENTIALITY

The arbitration proceedings, including documents, evidence, and award, shall be kept strictly confidential by the parties and the arbitrator, except as required by law.

16. FORCE MAJEURE

16.1  The Company shall not be liable for any delay, interruption, failure, or unavailability of the Platform or Services to the extent caused by circumstances beyond the Company's reasonable control, including natural disasters, acts of government or regulatory authorities, war, terrorism, civil disturbances, epidemics or pandemics, labour disruptions, failures of telecommunications or internet infrastructure, cloud or hosting infrastructure failures, power failures, or failures or interruptions of third-party services, provided that nothing in this Clause shall exclude or limit any liability that cannot lawfully be excluded or limited.

17. MISCELLANEOUS

17.1 This Agreement, together with the Company’s Privacy Policy (https://www.ekly.ai/privacy), the Acceptable Use Policy in Section 6 of the Terms of Use (https://www.ekly.ai/terms#p-48), the fees, credits and refund provisions in Section 11 of the Terms of Use (https://www.ekly.ai/terms#p-104), and any other additional terms expressly incorporated by reference or made applicable to specific Services, constitutes the entire agreement between the User and the Company with respect to its subject matter and supersedes prior agreements and understandings relating to that subject matter.

17.2 We may assign, transfer, delegate, or otherwise subcontract our rights and obligations under this Agreement, in whole or in part, without requiring your consent, subject to applicable law.

17.3 If we fail to enforce a provision of the terms of this Agreement, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder).

17.4 If any provision of the terms of this Agreement is held or made invalid, the invalidity does not affect the remainder of the terms of this Agreement. We reserve all rights not expressly granted in the terms of this Agreement and disclaim all implied licenses.