Platform Agreement

1. Definitions

"Affiliate"

an entity that controls, is controlled by, or is under common control with a party.

"Authorised User"

a natural person employed or engaged by Customer or its Affiliates who is permitted by Customer to access the Services under this Agreement.

"Customer Data"

all electronic data and content submitted to the Services by or on behalf of Customer, including matter content, documents, queries, and prompts.

"Documentation"

the user guides, technical documentation, and policies made available by Bharat.Law for the Services.

"Order Form"

the ordering document signed by the parties that references this Agreement and sets out the Services purchased, fees, subscription term, and any Service Level commitments.

"Output"

the content generated by the Services in response to inputs from Customer or its Authorised Users.

"Subscription Term"

the period set out on the Order Form during which Authorised Users may access the Services.

2. Grant of access

Subject to the terms of this Agreement and timely payment of fees, Bharat.Law grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer's internal business purposes, up to the user count and feature scope set out on the Order Form.

Customer is responsible for the acts and omissions of its Authorised Users as if they were its own. Customer will ensure that Authorised Users comply with this Agreement, the Acceptable Use Policy, and the Documentation.

3. Incorporated documents

The following documents are incorporated into this Agreement by reference. Where there is a conflict between this Agreement and an incorporated document, this Agreement prevails unless the incorporated document expressly states otherwise.

• Service Terms - product-specific terms for each Service purchased on the Order Form.
• Acceptable Use Policy.
• Support and Service Level Terms - applicable only to the support tier purchased on the Order Form.
• Security Addendum.
• Data Processing Addendum and Data Transfer Addendum.
• AI Policy.

Bharat.Law may update the incorporated documents from time to time. Material adverse changes during a Subscription Term will not apply to Customer until renewal, except where required by law or where the change reduces security risk.

4. Fees, invoicing, and taxes

Fees, billing currency, payment terms, and the Subscription Term are set out on the Order Form. Unless the Order Form states otherwise, fees are non-cancellable and non-refundable; invoices are payable within 30 days of the invoice date; and fees increase automatically by the lesser of 7% or India's CPI on each renewal.

All fees are exclusive of taxes. Customer is responsible for all sales, use, GST, VAT, or similar taxes (excluding taxes on Bharat.Law's net income). Where withholding is required by law, Customer will gross up payments so that Bharat.Law receives the amount it would have received absent the withholding, and will provide tax-withholding certificates promptly.

Late payments accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. Bharat.Law may suspend the Services on 10 days' notice if invoices remain unpaid after the due date.

5. Term and renewal

This Agreement starts on the Effective Date and continues for the Subscription Term set out on the Order Form. Subscription Terms renew automatically for successive periods equal to the initial Subscription Term unless a party gives written notice of non-renewal at least 60 days before the end of the then-current Term.

6. Customer Data

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Bharat.Law a worldwide, non-exclusive, royalty-free licence to host, process, transmit, copy, display, and create derivative materials from Customer Data solely to operate, secure, and support the Services for Customer and to comply with law.

Bharat.Law will not use Customer Data to train publicly available foundation models, nor to improve models for the benefit of other customers, except where Customer has granted specific written opt-in consent. See the AI Policy for details.

Customer represents that it has all rights and consents necessary to submit Customer Data to the Services and to permit Bharat.Law's processing of Customer Data as contemplated by this Agreement.

7. Intellectual property and Outputs

Bharat.Law and its licensors retain all right, title, and interest in the Services, the NyaI™ system, the Documentation, and all related intellectual property. No rights are granted to Customer except as expressly set out in this Agreement.

Subject to Customer's compliance with this Agreement and payment of all fees, Bharat.Law assigns to Customer all of its right, title, and interest (if any) in Outputs generated for Customer, to the extent Bharat.Law holds such rights. Customer acknowledges that Outputs may be similar or identical across users, that Outputs may be inaccurate or incomplete, and that Outputs must be reviewed by qualified human users before being relied upon.

Customer may provide feedback about the Services. Bharat.Law may use that feedback to operate, improve, and promote the Services without obligation or compensation to Customer.

8. Use restrictions

Customer will not, and will not permit any Authorised User or third party to:

1. use the Services in violation of the Acceptable Use Policy or applicable law;
2. share, sell, resell, sublicense, rent, lease, or otherwise commercially exploit the Services other than for Customer's internal business purposes;
3. copy, modify, translate, adapt, decompile, disassemble, reverse-engineer, or create derivative works of the Services or any model used in them, except to the extent applicable law requires;
4. use the Services to develop or train a competing product, or to benchmark the Services without Bharat.Law's prior written consent;
5. exceed entitlements purchased on the Order Form (for example, by exceeding user counts, processing volumes, or rate limits) without an upgrade;
6. remove or obscure any copyright, trademark, watermark, or proprietary notice in the Services or in Outputs.

9. Confidentiality

Each party may disclose to the other information that is identified as confidential or that, given its nature and the circumstances of disclosure, would reasonably be understood to be confidential ("Confidential Information"). Customer Data is Confidential Information of Customer. Pricing, product roadmaps, security documentation, and non-public Service details are Confidential Information of Bharat.Law.

Each party will use the other's Confidential Information only for the purposes of this Agreement, will protect it using at least the same standard of care it uses for its own information of similar sensitivity (and no less than reasonable care), and will not disclose it except to its employees, advisors, and contractors who need to know and who are bound by confidentiality obligations no less protective than these.

These obligations do not apply to information that is independently developed, lawfully obtained from a third party without confidentiality obligations, or required to be disclosed by law (in which case the receiving party will, where lawful, give the other party prompt notice and reasonable cooperation to seek a protective order).

10. Security and privacy

Bharat.Law will maintain technical and organisational measures designed to protect Customer Data, as described in the Security Addendum.

Where Bharat.Law processes personal data on behalf of Customer, the Data Processing Addendum (and, where applicable, the Data Transfer Addendum) governs that processing. The DPA forms part of this Agreement and does not require separate signature.

11. Warranties

Each party warrants that it has full power and authority to enter into this Agreement and to perform its obligations under it.

Bharat.Law warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation. As Customer's exclusive remedy and Bharat.Law's sole liability for any breach of this warranty, Bharat.Law will use commercially reasonable efforts to correct the non-conformity; if it cannot do so within 30 days of notice, Customer may terminate the affected Service and receive a pro-rated refund of prepaid fees for the unused portion of the Subscription Term.

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND BHARAT.LAW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF OUTPUTS. OUTPUTS ARE NOT LEGAL ADVICE AND MUST BE INDEPENDENTLY VERIFIED BY QUALIFIED HUMAN USERS.

12. Indemnification

Bharat.Law will defend Customer against any third-party claim alleging that Customer's use of the Services, as authorised by this Agreement, infringes a third party's Indian or U.S. intellectual property right, and will pay any final judgment or approved settlement. If a claim is asserted or appears likely, Bharat.Law may, at its option, (a) procure the right for Customer to continue using the affected Service, (b) modify the Service to be non-infringing, or (c) terminate the affected Service and refund the pro-rated unused portion of prepaid fees. Bharat.Law has no obligation for claims arising from (i) Customer Data, (ii) use of the Services in combination with anything not supplied by Bharat.Law, (iii) modifications not made by Bharat.Law, or (iv) Customer's breach of this Agreement or applicable law.

Customer will defend Bharat.Law against any third-party claim arising from Customer Data, Customer's use of Outputs, Customer's engagement with an External Advocate, Customer's breach of this Agreement or the Acceptable Use Policy, or Customer's violation of applicable law, and will pay any final judgment or approved settlement.

The indemnifying party's obligations are conditioned on (a) prompt written notice of the claim, (b) sole control of the defence and settlement, and (c) reasonable cooperation from the indemnified party.

13. Limitation of liability

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO BHARAT.LAW UNDER THE ORDER FORM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

"Excluded Claims" means (a) breaches of confidentiality, (b) a party's indemnification obligations, (c) Customer's payment obligations, (d) Customer's breach of use restrictions, and (e) liability that cannot be limited under applicable law.

14. Termination and effect of termination

Either party may terminate this Agreement for material breach by the other party that is not cured within 30 days of written notice (or 10 days for non-payment). Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or commences a liquidation or similar proceeding.

On termination or expiry, Authorised Users will lose access to the Services. Bharat.Law will make Customer Data available for export for at least 30 days following termination via the Services' standard export tools or, on written request, via reasonable assistance for a documented professional-services fee. After that period, Customer Data may be deleted in the ordinary course unless retention is required by law.

Sections that by their nature should survive (including confidentiality, intellectual property, indemnities, disclaimers, limitations of liability, fees accrued, and governing law) will survive termination.

15. Force majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, internet or telecommunications failures, cyber attacks not caused by its own gross negligence, governmental orders, or epidemics.

16. Governing law and dispute resolution

This Agreement is governed by the laws of India, without regard to conflict-of-laws principles.

Any dispute will first be addressed by good-faith negotiation between senior representatives of the parties. Unresolved disputes will be referred to arbitration administered under the rules of the Delhi International Arbitration Centre (DIAC) by a sole arbitrator (or, if either party so elects, three arbitrators). The seat and venue of arbitration will be New Delhi, India. The language will be English. The award will be final and binding.

Subject to the agreement to arbitrate above, the courts at New Delhi will have exclusive jurisdiction, including for interim relief.

17. General

Independent contractors. The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship.

Assignment. Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld); except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations. Any other purported assignment is void.

Notices. Notices under this Agreement must be in writing and sent to the contacts set out on the Order Form, with a copy to legal@bharat.law for Bharat.Law. Email notice is sufficient.

Entire agreement; order of precedence. This Agreement, together with the Order Form and the incorporated documents, is the entire agreement on its subject matter and supersedes prior agreements. In the event of a conflict, the order of precedence is: (1) the Order Form, (2) this Agreement, (3) the incorporated documents in the order they are listed in Section 3. Pre-printed terms on Customer purchase orders are rejected and of no effect.

Severability and waiver. If any provision is held unenforceable, the remainder will continue in effect, and the provision will be modified to the minimum extent necessary. A waiver is effective only if in writing.

U.S. and Indian export control. Customer will comply with applicable export and sanctions laws and will not export, re-export, or use the Services in a manner that would violate those laws.