This Service Agreement (the “Agreement”) is entered into on the Execution Date set out in Schedule 1, by Navana Tech India Private Limited, having its registered office at Nanavati Mahalaya 18, Homi Mody St. Fort, Mumbai, Maharashtra 400001 (hereinafter referred to as the “Service Provider”, which expression shall unless repugnant to the meaning and context thereof, be deemed to mean and include its successors and assigns), AND the person set out in Schedule 1 (hereinafter referred to as the “Customer” which expression shall unless repugnant to the meaning and context thereof, be deemed to mean and include its successors and assigns). SERVICES "Services” means the services described in Schedule 1, specified to be provided in an order issued by the Customer and accepted by the Service Provider, the application programming interface (“API”) provided by the Service Provider and all related terms and documentation. Subject to the terms of the order and this Agreement, Customer will receive a nonexclusive, non-assignable, royalty-free, license to access and use the Services solely for its internal business operations for the period set out in the order. The provision of Services will be subject to the terms set out in Schedule 2. The schedules attached to this Agreement constitute an integral and operative part of this Agreement. Access and Usage. The Customer shall ensure that access to the Services is only provided to its employees, consultants and other authorized representatives, provided such access is only in compliance with this Agreement, and solely for the benefit of the Customer. The Customer is responsible for compliance with this Agreement by its employees, consultants, representatives and other users (whether authorized or not). Customer Obligations. The Customer is solely responsible for Customer Data and all activity in its account in the Service. The Customer shall use commercially reasonable efforts to prevent unauthorized access to its account and notify the Service Provider promptly of any such unauthorized access; and (iv) shall use the Services only in accordance with this Agreement, any other documentation provided by the Service Provider and applicable law. Onboarding and Support. The Service Provider will provide onboarding services and Customer support to the Customer as set out in Schedule 1 (“Support”). CUSTOMER DATA All data provided by the Customer to the Service Provider for the purpose of availing the Services (“Customer Data”) shall remain the property of the Customer. During the Term, the Customer grants the Service Provider a limited license to use and process the Customer Data to provide the Services. During and after the Term, in perpetuity, the Service Provider shall be entitled to use and shall own all anonymized data within the Services for purposes of enhancing the Services, training, aggregated statistical analysis, technical support and other business purposes. RESTRICTIONS AND OBLIGATIONS The Customer shall not (i) sell, resell, rent or lease the Services; (ii) use the Services, for any unlawful, illegitimate, or wrongful purpose, (iii) use the Services, to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iv) interfere with or disrupt the integrity or performance of the Services, (v) attempt to gain unauthorized access to the Services, or its related systems or networks; (vi) reverse engineer the Services; or (vii) access or use the Services to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. The Customer shall not use the Services in a manner, as reasonably determined by the Service Provider, that exceeds reasonable request volume, constitutes excessive or abusive usage, or fails to comply with any part of the API/related documentation, or the terms set out in this Agreement or any order. If there is reasonable cause for the Service Provider to believe that the Customer or its user (whether authorized or not) has engaged or is engaging in any of the prohibited activities or has violated any applicable laws or any other terms of the Service, the Service Provider may suspend or terminate the Customer’s access to the Services, on a temporary or permanent basis. The Services provided by the Service are the proprietary property of the Service Provider and its licensors, and all rights, title, and interest in and to such items, including all associated intellectual property rights, remain only with the Service Provider. The Customer will have no right therein. WARRANTIES Disclaimer. Except for the express representations and warranties contained in this Agreement and the order, neither the Service Provider, nor any other person on the Service Provider’s behalf, has made nor makes any express, implied or statutory representation or warranty regarding or relating to the Services, either oral or written, whether arising by law, course of dealing, course of performance, usage, trade, or otherwise, all of which are expressly disclaimed, including, but not limited to, the representations, warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy and non-infringement. Each party acknowledges that it has not relied upon any representation or warranty made by the other party, that is not specifically provided in this Agreement. The Services are made available to the Customer on an “as is” and “as available” basis. The Service Provider does not make any representation, warranty, guarantee or condition that Services and any, will be uninterrupted, secure, accurate, complete or error-free. Service Levels. The Customer’s exclusive remedy and the Service Provider’s sole obligation for its failure to meet the agreed service levels, if any, will be for the Service Provider to provide a credit/refund, as applicable, as set out in Schedule 2, provided that the Customer satisfies the conditions specified for such credit/refund. PAYMENT Payment. The Customer shall make all payments in advance in the manner and method provided in Schedule 2. Fees are exclusive of taxes, and the Customer shall be responsible for the payment of all applicable taxes under applicable law. CONFIDENTIALITY Confidential Information. Confidential Information means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). The Service Provider’s Confidential Information includes without limitation the Services, the API, its user interface design and layout, and pricing information, and documentation. Protection of Confidential Information. The Recipient shall (i) keep and maintain all Confidential Information as confidential; (ii) use or process Confidential Information as per permitted by this Agreement or as directed by the Discloser; (iii) not disclose Confidential Information to any person without prior written approval of the Discloser (unless disclosure is permitted hereby), (iv) ensure that its employees and officers who are given access to the Confidential Information are at all times bound by legally valid and written non-disclosure obligations (that are as strict as the obligations contained herein) to keep such information confidential. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, or (iii) is received from a third party without breach of any obligation owed to Discloser. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide the Discloser with advance notice to seek a protective order. Recipient may disclose Confidential Information to its service providers including cloud infrastructure providers, provided that they are at all times bound by legally valid and written non-disclosure obligations (that are as strict as the obligations contained herein) to keep such information confidential. Notice of unauthorized disclosure. The Recipient shall promptly notify the Discloser if the Recipient becomes aware of any actual or threatened unauthorized disclosure of Confidential Information and shall reasonably co-operate to prevent or mitigate such unauthorized disclosure. DATA PROTECTION AND SECURITY Reasonable security measures. In order to protect the Customer’s Confidential Information, the Service Provider will (i) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures, and regularly test or otherwise monitor the effectiveness of the system’s key controls and procedures; and (iii) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of the Customer’s Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any systems in place to control these risks. Personal data. The Customer shall not provide to the Service Provider or its agents any data that may constitute personal data, sensitive personal data or any type of protected data under the applicable laws. Service Provider is not responsible for any violation of data protection or privacy laws, and will be indemnified by the Customer for any such violation. TERM AND TERMINATION Term. This Agreement shall be effective on the Execution Date and continue until terminated as per Clause 8. Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this Agreement with notice, if the breach has not been cured within 30 days from the date of its notification to the other party. Termination by Convenience. Either party may terminate the Agreement by issuing a written notice of a minimum of 2 (Two) months to the other party for any reasons other than those set out in Clause 8.2. Effect of Termination. Upon termination of this Agreement for any reason, the Customer shall cease its use of the Services, and any other property of the Service Provider. The Customer shall return all property of the Service Provider. Upon the Service Provider’s request, the Customer will confirm in writing its compliance with this Clause 8.4. LIABILITY Neither party shall be liable for any indirect, special, incidental or consequential damages arising out of or related to this Agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss or if the damage or loss is foreseeable. Except for the Service Provider’s indemnity obligation in Clause 10.1, the Service Provider’s total liability for all claims arising out of or related to this Agreement (whether in contract, tort or otherwise) shall not exceed the amount paid by Customer during the 3 (Three) month period immediately preceding the last of such claims. INDEMNITY Indemnification by Service Provider. The Service Provider will indemnify, defend and hold harmless the Customer from and against any third-party claim that the Services, infringe the intellectual property rights of any person. In the event any part of the Services, is held by a competent authority, or accepted by the Service Provider, to infringe the intellectual property rights of any person, the Service Provider shall have the option, at its expense, to (i) modify Services, to be non-infringing, or (ii) obtain for Customer a license to continue using the Services, or (iii) refund the amount paid for the Services that could not be provided due to the infringement. The foregoing states the Customer’s sole and exclusive remedy with respect to the infringement of intellectual property rights. Indemnification by Customer. The Customer will indemnify, defend and hold harmless the Service Provider against any claim that (i) any part of the Customer Data violates law or infringes or violates any person’s rights including intellectual property rights, (ii) any violation of the covenants and obligations in this Agreement; (ii) Customer’s misuse of the Services; (iii) Customer’s use of the Services in violation of any applicable law; or (iv) gross negligence or wilful misconduct. MISCELLANEOUS Entire Agreement and Changes. This Agreement and the schedules attached herein constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. No modification of this Agreement is effective unless it is in writing and both parties sign it. No waiver is effective unless the party waiving the right signs a waiver in writing. Notices. All notices and communications must be in writing by email or reputed courier. No Assignment. Neither party may assign or transfer this Agreement to a third party. Independent Contractors. The parties are independent contractors with respect to each other. Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events. Survival of Terms. Any terms that by their nature survive termination of this Agreement for a party to assert its rights and receive the protections of this agreement, will survive (including without limitation, the confidentiality terms). Feedback. If the Customer provides feedback or suggestions about the Service, then the Service Provider shall own and use such information without obligation to the Customer. SCHEDULE 1 Execution Date Customer Details [insert name, address, contact details, email address of the Customer] Services Provision of speech recognition API services. Languages supported Hindi, Kannada, Bengali, Marathi, Tamil, Telugu SCHEDULE 2 1. Service Provision: Navana Tech India Pvt Ltd ("Navana Tech") shall provide a speech recognition service which supports the following languages: Hindi, Kannada, Tamil, Telugu, Marathi and Bengali. 2. Charging Mechanism: 2.1 Streaming audio processed shall be charged based on 1-second increments. 3. New Deployment & Finetuning: 3.1 For every new deployment that requires a new language setup and finetuning of the model, the Client must make a minimum credit payment upfront. This upfront payment shall be offset against subsequent usage. 3.2 Each new deployment shall include one (1) round of finetuning within a period of 60 calendar days from the deployment date. The Deployment date shall be on contract execution date. 3.3 If one round of finetuning is not utilized within the 90-calendar-day period, any additional finetuning after the period will be charged per Ad-hoc finetuning event. 3.4 Each finetuning round will be completed within 21 calendar days from the receipt of finetuning data from the customer. 4. Credit & Invoicing: 4.1 Upon credits falling below a pre-defined threshold, Navana Tech will send an email reminder to generate an invoice to the Customer for an additional minimum credit payment and on written confirmation from the customer Navana Tech will generate and issue the invoice to the Customer. 4.2 No credit facilities will be extended by Navana Tech. If credits are exhausted, the service will be halted until the necessary credits are replenished through payment. 5. Service Levels: 5.1 Maximum Concurrency: The service shall support a maximum concurrency of 100 connections per second. 5.2 Uptime Commitment: Navana Tech guarantees an uptime of 99%. 5.3 Finetuning Rounds: As detailed in Section 3.2, two(2) finetuning rounds for each language shall be provided for every new deployment within a 120-calendar-day period. 6. Customer Support and Escalation Matrix: 6.1 Initial Response Time: Navana Tech India Pvt Ltd commits to acknowledging any customer query or reported issue within the following time frames based on its severity: Critical: Within 1 hour High: Within 3 hours Medium: Within 6 hours Low: Within 24 hours 6.2 Resolution Time: While the exact resolution time may vary based on the complexity of the issue, our targeted resolution times are: Critical: Within 4 hours High: Within 12 hours Medium: Within 48 hours Low: Within 5 business days 6.3 Severity Definitions: Critical: Service is down or major functionality is unavailable with no workaround. High: Major functionality is affected but a workaround is possible. Medium: Minor functionality is affected, or a major component is problematic but not essential. Low: All other inquiries, including general questions or feature requests. 6.4 Escalation Matrix: In the event that a reported issue isn’t resolved within the targeted resolution time, clients can escalate their concerns using the following matrix: Level 1: Customer Success Team – contact@navanatech.in Level 2: CTO – jai@navanatech.in Level 3: CEO – raoul@navanatech.in 6.5 Escalation Timeline: If an issue is not addressed within the targeted resolution time, clients are advised to proceed with the escalation process: Critical: Escalate to Level 2 after 6 hours; Level 3 after 12 hours. High: Escalate to Level 2 after 18 hours; Level 3 after 36 hours. Medium: Escalate to Level 2 after 72 hours; Level 3 after 5 days. Low: Escalate to Level 2 after 7 days; Level 3 after 10 days. 6.6 Communication: All communications regarding support queries or reported issues should be channeled through the provided contact points. It is also expected that clients provide as much detail as possible regarding the issue for expedited resolution. 7. Reporting Email reporting every week with amounts of credits consumed will be shared. Notwithstanding anything to the contrary contained herein, the terms of any direct contract between Navana Tech India Private Limited and the Customer shall prevail over the provisions of this document.