TERMS & CONDITIONS OF USE These Terms & Conditions of Use ("Terms") constitute a legally binding agreement between NuSummit Technologies Private Limited, a company incorporated under the laws of India and having its registered office at Office No 708-714,7th Floor, Real Tech Park, Plot no 39/2, Sector 30A, Vashi, Navi Mumbai, Maharashtra, India – 400703 ("NuSummit", "we", "our" or "us"), and the individual or legal entity accessing, subscribing to, or using the NuSummit AI Platform ("Client", "you" or "your"). These Terms govern the Client's access to and use of the NuSummit AI Platform, including any associated software, artificial intelligence models, applications, interfaces, documentation, APIs, updates, enhancements, and related services (collectively, the "Platform"), made available by NuSummit through the Microsoft Commercial Marketplace or any other authorized distribution channel. By accessing, subscribing to, or using the Platform, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms. If the Client is accepting these Terms on behalf of a company or other legal entity, the individual accepting these Terms represents and warrants that they have the authority to bind such entity to these Terms. If such authority does not exist, or if the Client does not agree to these Terms, the Client must not access or use the Platform. These Terms constitute the entire agreement between NuSummit and the Client with respect to the Client's use of the Platform and supersede all prior or contemporaneous understandings, communications, proposals, or agreements relating to the same subject matter, unless expressly agreed otherwise in writing by the Parties. For subscriptions purchased through the Microsoft Commercial Marketplace, these Terms shall govern the Client's use of the Platform. Microsoft is not a party to these Terms and shall have no responsibility or liability for the Platform, its performance, or any obligations arising between NuSummit and the Client. The relationship between Microsoft and the Client shall continue to be governed solely by Microsoft's applicable marketplace terms and policies. 1. Ownership and rights 1.1 The Platform, including all associated software, algorithms, data models, interfaces, documentation, and related intellectual property rights, is and shall remain the sole and exclusive property of Nusummit and/or its licensors. 1.2 Except for the limited right to use expressly granted under this Agreement, no rights, title, or interest in or to the Platform, or any portion thereof, are transferred to the Client. 1.3 The Client acknowledges and agrees that all enhancements, updates, or derivative works of the Platform, whether suggested or requested by the Client, shall remain the exclusive property of Nusummit. 2. License and permitted use 2.1 Subject to the Client’s compliance with these Terms, Nusummit grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform within the territory of India solely for internal business purposes. 2.2 The Client shall not, directly or indirectly: -Copy, modify, adapt, translate, or create derivative works of the Platform or any component thereof; - Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, or algorithms; - Resell, lease, rent, lend, sublicense, or otherwise make the Platform available to third parties; - Use the Platform to develop, train, or benchmark competing products or services; - Remove, alter, or obscure any proprietary notices or labels; or -Access or use the Platform outside the territory of India without the prior written consent of Nusummit. 2.3 Nusummit reserves the right to monitor usage and to suspend or terminate access if it determines, in its sole discretion, that the Platform is being misused or these Terms are violated. 3. Third-party and open-source components 3.1 The Platform may include third-party open-source software components (“OSS Components”) governed by their respective license terms. 3.2 While current OSS Components are available free of charge, Nusummit makes no representation or warranty that such components will remain freely available or that their license terms will remain unchanged. 3.3 If any OSS Component becomes subject to new licensing fees, restrictions, or compliance obligations, Nusummit may propose reasonable updates or replacements, which may involve additional costs to the Client. 4. Disclaimer of warranties 4.1 The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. 4.2 Nusummit makes no warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, performance, accuracy, non-infringement, or results. 4.3 Nusummit does not guarantee that the Platform will operate without interruption or error, or that defects will be corrected. 4.4 The Client acknowledges that the Platform generates outputs using machine learning and AI methodologies, which are probabilistic in nature and may not always be complete, accurate, or appropriate for specific use cases. The Client assumes full responsibility for verifying all outputs prior to reliance or implementation. 4.5 Except as expressly stated in a separate written agreement, Nusummit shall not be responsible for any decisions, outcomes, or actions taken based on the use of the Platform. 5. Limitation of liability 5.1 In no event shall Nusummit, its affiliates, officers, directors, employees, agents, or subcontractors be liable to the Client or any third party for any loss of data, loss of use, interruption of business, or any indirect, special, incidental, punitive, or consequential damages of any kind (including lost profits),regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise, even if advised of the possibility of such damages. 5.2 In no event shall Nusummit’s total aggregate liability, whether arising in contract, tort, or any other theory of liability, under or in connection with this Agreement, exceed the total fees paid by the Client to Nusummit in the twelve (12) months immediately preceding the event giving rise to the claim. 6. Indemnity 6.1 Indemnity by Nusummit: Nusummit shall indemnify, defend, and hold harmless the Client from and against any third-party claims alleging that the authorized use of the Platform infringes or misappropriates any valid intellectual property rights, provided that: - The Client promptly notifies Nusummit in writing of such claim; - Nusummit has sole control over the defense and settlement of the claim; and -The Client reasonably cooperates with Nusummit in the defense. 6.2 Nusummit shall have no liability or obligation under this clause for claims arising from: - Unauthorized or modified use of the Platform; - Combination of the Platform with other software or systems not provided by Nusummit; or - Use of an outdated or modified version of the Platform when an update would have avoided the infringement. 6.3 Client Indemnity: The Client shall indemnify and hold Nusummit harmless against any claims, damages, or losses arising out of or related to: a. The Client’s breach of these Terms; b. against any claims arising from the Client's content, inputs, prompts, Customer Data, or materials uploaded to or processed through the Platform. c. Misuse of the Platform; or d. Violation of applicable laws or third-party rights. 7. CONFIDENTIALITY 7.1 The Client acknowledges that the Platform, Documentation, software, source code, object code, algorithms, artificial intelligence models, machine learning models, APIs, interfaces, technical information, pricing, business information, product roadmaps, security measures, login credentials, and all other non-public information relating to the Platform constitute the confidential and proprietary information of NuSummit ("Confidential Information"). 7.2 The Client shall: (a) keep all Confidential Information strictly confidential; (b) use such Confidential Information solely for the purpose of accessing and using the Platform in accordance with these Terms; (c) not disclose, publish, reproduce, distribute or make available any Confidential Information to any third party without NuSummit's prior written consent; and (d) protect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, and in no event less than a reasonable standard of care. 7.3 The obligations under this Clause shall not apply to information which: (a) is or becomes publicly available without breach of these Terms; (b) is lawfully received from a third party without restriction; or (c) is required to be disclosed pursuant to applicable law or a valid order of a court or governmental authority, provided that, where legally permissible, the Client promptly notifies NuSummit prior to such disclosure. 8. Term and termination 8.1 These Terms shall remain in effect for as long as the Client has access to or uses the Platform. 8.2 Nusummit may suspend or terminate access immediately upon notice if the Client breaches any provision of these Terms. 8.3 Upon termination, the Client shall immediately cease all use of the Platform and delete or destroy all related materials, data, or documentation received from Nusummit. 9. Governing law and jurisdiction 9.1 This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. 9.2 The Parties agree that the courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction over any disputes arising under or in connection with this Agreement. 10. Feedback The Client may voluntarily provide suggestions, comments, recommendations, enhancement requests, or other feedback relating to the Platform ("Feedback"). The Client grants NuSummit a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable licence to use, reproduce, modify, commercialize, distribute, and incorporate such Feedback into the Platform or any other products or services without restriction or compensation to the Client. 11. Reservation of Rights Except for the limited licence expressly granted under these Terms, NuSummit reserves all rights, title, and interest in and to the Platform. No rights or licences are granted by implication, estoppel, or otherwise. 12. Compliance with Laws The Client shall use the Platform only in accordance with all applicable laws, regulations, governmental orders, and third-party rights. The Client shall be solely responsible for obtaining all approvals, licences, and consents necessary for its use of the Platform. 13. Suspension NuSummit may, without liability and without prejudice to any other rights or remedies, immediately suspend or restrict the Client's access to the Platform if NuSummit reasonably believes that the Client has breached these Terms, the Platform is being used unlawfully, continued access poses a security or operational risk, or suspension is necessary to comply with applicable law or protect NuSummit's rights or the integrity of the Platform. 14. Survival The provisions relating to Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnity, Governing Law, and any other provisions which by their nature are intended to survive shall continue in full force and effect notwithstanding the expiry or termination of these Terms. 15. GENERAL PROVISIONS 15.1 Entire Agreement: These Terms constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior discussions, proposals, or agreements, whether oral or written. 15.2 Amendments: Any amendments or modifications must be in writing and signed by an authorized representative of Nusummit. 15.3 Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. 15.4 No Waiver: Failure by Nusummit to enforce any provision shall not constitute a waiver of its rights under these Terms. 15.5 Assignment: The Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of Nusummit. 15.6 No Third-Party Beneficiaries: These Terms are solely for the benefit of the Parties and do not confer any rights or remedies upon any third party unless expressly stated otherwise. 16. ACCEPTANCE By accessing or using the Nusummit AI Platform, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.