Terms of service.

These Terms of Service (these “Terms”) govern access to and use of the services provided by Abhigya AI Private Limited, email: [email protected] (“Provider”), by the customer identified in the applicable Order Form (“Customer”). Provider and Customer are referred to individually as a “Party” and collectively as the “Parties.”

By executing a Service Order that references these Terms, or by accessing or using the Services, Customer agrees to these Terms and the applicable Service Order. Each Service Order is incorporated into these Terms, and the applicable portions of these Terms are incorporated into each Service Order. The several Service Orders and these Terms are collectively referred to as the “Agreement”.

Provider provides the Services subject to the Agreement. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services

Provider shall perform the services described as the responsibility of Provider (the “Services”) in each Service Order on the terms of that Service Order and this Agreement. Provider has no obligation to provide any Services until a Service Order is executed by authorized representatives of both Parties. Each Party shall act in good faith in its dealings under this Agreement.

2. Service Orders

(a) Service Order Relationship and Precedence. This Agreement governs each Service Order. Except as set forth in Section 2(b), in the event of a conflict between the terms of this Agreement and a Service Order, the terms of the Service Order will control, solely as to the specific Services ordered thereunder. Termination of an individual Service Order in accordance with its terms and Section 15 of this Agreement will not affect the validity of this Agreement or any other Service Order. If Provider begins performing Services, or any other services not specifically addressed in a Service Order, and Customer accepts or uses those services, this Agreement will govern such services, and Customer shall pay for them at Provider's then-current published pricing unless the Parties otherwise agree in writing. The existence of this Agreement does not obligate either Party to enter into any Service Order, or obligate Provider to perform any Services, except as expressly set forth in an executed Service Order.

(b) Structure; Order of Precedence. In the event of a conflict, the following order of precedence applies, but only to the extent of the conflict, from first to last: (a) the applicable Service Order (including any annex or schedule attached to that Service Order), solely as to the specific Services ordered thereunder; (b) the Annexes to this Agreement; and (c) the main body of this Agreement. Notwithstanding the foregoing, the provisions of the main body of this Agreement governing limitation of liability, indemnification, confidentiality, intellectual property, and governing law and dispute resolution shall control over any Service Order or Annex unless the Service Order expressly and specifically identifies the provision to be superseded and states that it supersedes that provision.

3. Fees

(a) Fees. Customer shall pay Provider all fees set out in the applicable Service Order (the “Fees”) within seven (7) days of receipt of an invoice. Fees are exclusive of taxes, levies, and governmental charges (other than Provider's income taxes), which Customer shall pay separately.

(b) Expenses. Customer shall pay Provider for the reasonable expenses including, but not limited to, out of pocket travel and living expenses, incurred by Provider and its personnel in connection with its performance of the Services (the “Expenses”).

(c) Late Payment Charge. If the Fees or any other payment is not fully paid by Customer when due, such Fees or payment shall be subject to a late payment charge at the lesser of (a) one and a half percent (1.5%) per month; or (b) the highest rate permissible under applicable laws, calculated daily and compounded monthly, until such Fees or payment is fully paid to Provider together with this late payment charge. If any amount due to Provider from Customer becomes past due for any reason, Provider may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Provider's obligations under this Agreement.

(d) Billing and Payment. Provider shall prepare and submit invoices to the Customer at the email address set out in the applicable Service Order for all Services performed and Expenses incurred on a monthly basis. Customer will pay invoices within seven (7) days of receipt of an invoice. Payments due hereunder must be made by wire transfer or such other method as may be agreed upon by the Provider. All amounts payable by Customer under this Agreement shall be paid in full, in immediately available funds and in the currency stated on the invoice, without any set-off, deduction, recoupment, counterclaim, or withholding of any kind, whether arising under this Agreement or otherwise, except as expressly set forth in this Agreement or the applicable Service Order.

(e) Disputed Amounts. If Customer in good faith disputes any portion of an invoice, Customer shall, within the period for payment of such invoice, (a) pay all undisputed amounts in full when due, and (b) notify Provider in writing of the disputed amount, together with reasonable supporting detail and the basis for the dispute. Customer shall be deemed to have accepted, and to have waived any right to dispute, any invoiced amount that is not disputed in accordance with this Section 3(e) within such period. The Parties shall cooperate and negotiate in good faith to resolve any such dispute promptly. Any disputed amount that is ultimately determined or agreed to be payable by Customer shall be paid within ten (10) days after such determination or agreement and shall bear the late payment charge set forth in Section 3(c) from the original due date until paid in full.

4. Service Levels and Hardware Replacement

(a) Infrastructure Maintenance. Provider shall use commercially reasonable efforts to maintain the network, power, and physical environment for the servers provided as part of the Services, including, among other things, monitoring hardware health and maintaining data center environmental conditions in operational condition.

(b) Hardware Failure Response and Repair Obligations. In the case of a hardware failure on any provided server that is confirmed by Provider, Provider shall, at no additional charge to Customer, repair or replace the failed component, or provide a substitute server with equivalent or better specifications, within twenty-four (24) hours after Provider confirms the failure. Customer shall promptly notify Provider of any suspected hardware failure and provide reasonable cooperation to enable diagnosis and remediation. Any substitution of hardware under this Section 4(b) shall be subject to Section 6(b) (Provider Infrastructure and Service Modifications). The Provider's obligations to confirm and repair hardware failures under this Section are subject to the availability and delivery lead times of replacement hardware and components sourced from the applicable vendor(s), and the Provider shall not be liable for any delay in confirmation or repair to the extent caused by such lead times or other supply chain conditions.

5. Data Processing

(a) Data Processing and Privacy Policy. To the extent Provider processes personal data or other data or sensitive information on behalf of Customer in providing the Services, such processing is governed by Provider's privacy policy at Privacy Policy (as in effect on the Effective Date, the “Privacy Policy”), incorporated by reference. If the Parties execute a data processing agreement (“DPA”), the DPA governs and, to the extent of any conflict, supersedes the Privacy Policy and this Agreement solely as to its subject matter. Notwithstanding the foregoing, the Zero Data Retention commitment in Section 7(b) controls over the Privacy Policy and any other Provider policy, webpage, or documentation, and an executed DPA supplements, and does not narrow, that commitment, which applies to all Customer Data.

(b) Customer Data Compliance Obligations. As between the Parties, Customer represents and warrants that it has and will maintain all rights, consents, notices, and lawful bases necessary to provide the data (including personal data) to Provider and to authorize Provider's processing of it in connection with the Services, and is solely responsible for all individuals accessing and using the Services under Customer's account (the “Users”) and their compliance with applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023 and the rules made thereunder.

6. Subcontractors; Provider Infrastructure

(a) Subcontractors and Provider Responsibility. Provider may engage subcontractors to perform portions of the Services, provided that Provider remains responsible for their performance and their compliance with the confidentiality and data protection obligations of this Agreement. Provider shall notify Customer of any subcontractor that will process Customer Data.

(b) Provider Infrastructure and Service Modifications. Subject to the Service Order, Provider may modify the infrastructure, hardware, and software used to deliver the Services, provided that such modifications do not materially degrade the Services or the security commitments in this Agreement. Provider will use commercially reasonable efforts to give Customer advance notice of any modification that requires action by Customer.

7. Intellectual Property Rights

(a) Provider IP Ownership and License to Customer. As between the Parties, Provider owns all right, title, and interest in and to the Services, including all software, models, documentation, and improvements thereto, and any feedback provided by Customer. Subject to Customer's compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services during the Term solely for Customer's internal business purposes.

(b) Customer Data Ownership and Provider Use Rights. Customer owns all right, title, and interest in and to the data, prompts, fine-tunes, and other materials it submits to the Services (“Customer Data”). Customer grants Provider a limited license to process Customer Data solely to provide, secure, and support the Services. Provider will not use Customer Data to train models, and will not disclose Customer Data except as required by law or as expressly permitted by this Agreement. Provider maintains a Zero Data Retention commitment for inference payloads: prompts and completions are processed in memory and are not written to disk, except where a bulk inference job requires short-lived encrypted staging as described in the Data Privacy page.

(c) Customer Data Warranties and Liability. For all Customer Data, Customer represents and warrants that it has all necessary rights and consents, and that the Customer Data and Provider's processing of it as contemplated by this Agreement do not and will not infringe the rights of any third party or violate applicable law. Customer is solely responsible for Customer Data and any consequences of submitting it to the Services.

(d) Feedback License. If Customer provides any feedback, suggestions, or ideas about the Services, Customer grants Provider a perpetual, irrevocable, royalty-free license to use and incorporate that feedback without obligation to Customer.

8. Cooperation of Customer

Customer agrees to comply with all reasonable requests of Provider necessary to enable Provider to perform the Services, including providing accurate account, billing, and technical information, and designating an authorized point of contact for operational matters.

9. Provider's Representations and Warranties

(a) Provider Warranties. Provider represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, and that the Services will materially conform to the applicable documentation.

(b) WARRANTY DISCLAIMER AND EXCLUSIVE REMEDIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT MODEL OUTPUTS WILL BE ACCURATE OR FIT FOR ANY PARTICULAR USE.

(c) THIRD-PARTY PRODUCTS PROVIDED AS IS. ALL THIRD-PARTY SOFTWARE, MODELS, AND OPEN-SOURCE COMPONENTS ARE PROVIDED “AS IS” AND SUBJECT TO THEIR OWN LICENSES. PROVIDER MAKES NO WARRANTY WITH RESPECT TO THIRD-PARTY COMPONENTS.

10. Customer's Representations and Warranties

Customer represents, warrants, and covenants that, during the Term, it will comply with all applicable laws in its use of the Services; it will not use the Services to develop or deploy systems that violate applicable law; it has the authority to enter into this Agreement; and its use of the Services will not infringe the rights of any third party.

11. Restrictions on Use

(a) General Restrictions. Customer shall not, and shall not permit any User to, reverse engineer, decompile, or attempt to derive source code from the Services; resell, sublicense, or make the Services available to a third party except as expressly permitted; use the Services to build a competing product; interfere with or disrupt the integrity or performance of the Services; attempt to gain unauthorized access; or use the Services to transmit unlawful, harmful, or infringing content.

(b) High-Risk and Prohibited Uses. The Services are not designed for use in high-risk activities where failure could lead to death, personal injury, or severe environmental damage, including medical devices, aviation navigation, and nuclear facilities. Customer shall not use the Services for automated decisions that produce legal or similarly significant effects without appropriate human review and a lawful basis.

(c) Enforcement. Any breach of this Section 11 by Customer or its Users is a material breach of this Agreement and entitles Provider to suspend or terminate the Services immediately.

12. Limitation of Liability

(a) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) AGGREGATE LIABILITY CAP. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) APPLICATION AND ENFORCEABILITY. THE LIMITATION OF LIABILITY IN THIS SECTION 12 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SURVIVES TERMINATION OF THIS AGREEMENT.

13. Indemnification

(a) CUSTOMER INDEMNIFICATION OBLIGATIONS. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PROVIDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES ARISING OUT OF CUSTOMER DATA, CUSTOMER'S USE OF THE SERVICES, OR CUSTOMER'S BREACH OF THIS AGREEMENT.

(b) Indemnification Procedure and Defense Control. The indemnified Party shall promptly notify the indemnifying Party in writing of a claim, allow the indemnifying Party to control the defense and settlement, and provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party may not settle a claim in a way that admits fault of the indemnified Party without consent.

14. Term

(a) Term of Agreement. This Agreement shall commence on the Effective Date and continue until terminated in accordance with its terms.

(b) Term of Service Orders. Each Service Order shall be effective for the period stated in that Service Order, and shall renew as specified therein.

(c) Effect of Termination on Service Orders. Termination of this Agreement terminates all Service Orders, except those that expressly survive or that the Parties agree to continue in writing.

15. Termination

(a) Termination for Breach. Either Party may terminate this Agreement if the other Party materially breaches it and fails to cure the breach within thirty (30) days of written notice.

(b) Termination for Insolvency. Either Party may terminate this Agreement immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or winding-up proceedings.

(c) Termination by Mutual Agreement. This Agreement may be terminated at any time by written agreement of both Parties.

(d) Automatic Termination. Unless earlier terminated, this Agreement terminates when no Service Order remains in effect.

(e) Survival. Termination will not void rights, obligations, or liabilities accrued before termination, and the provisions that by their nature should survive, including confidentiality, indemnity, limitation of liability, and governing law, will survive.

(f) Refund of Prepaid Fees. On termination by Customer for Provider's uncured material breach, Provider will refund prepaid Fees for Services not performed. Fees are otherwise non-refundable.

(g) Suspension of Services. Provider may suspend the Services if Customer's use poses a security risk, violates law, or remains past due, provided that Provider gives notice where practicable and restores service promptly once the issue is resolved.

(h) Customer Equipment; Decommissioning. Customer retains title to its equipment and Customer Data. On termination, Provider will make Customer Data available for export for thirty (30) days and then delete it, subject to legal retention requirements.

16. Independent Contractor

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.

17. Confidentiality

(a) Definition of Confidential Information. Each Party (as “Discloser”) may disclose to the other (as “Recipient”) non-public information that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”), including Customer Data, pricing, and technical information.

(b) Confidentiality Obligations and Permitted Disclosure. The Recipient will use Confidential Information only to perform this Agreement, will protect it with at least reasonable care, and will not disclose it except to employees, contractors, and advisers with a need to know who are bound by confidentiality obligations. The Recipient may disclose Confidential Information as required by law, provided it gives prompt notice where lawful.

(c) Exclusions from Confidential Information. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

(d) Compelled Disclosure. If the Recipient is compelled to disclose Confidential Information, it will provide prompt notice to the Discloser and reasonable cooperation to seek protective relief.

(e) Survival of Confidentiality Obligations. These obligations survive for three (3) years after termination, and indefinitely for trade secrets and Customer Data.

(f) Provider Marketing and Promotional Use. Provider will not use Customer's name, logo, or the existence of this Agreement in marketing without Customer's prior written consent.

18. Third-Party Content

The Services may include or link to third-party open-source models, software, or content. Provider is not responsible for third-party content, and Customer's use of third-party components is subject to the applicable third-party licenses.

19. Governing Law; Dispute Resolution

(a) Governing Law. This Agreement and the transactions contemplated by it are governed by the laws of India, without regard to conflict of laws principles.

(b) Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, or termination, shall be finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bengaluru, India, and the language shall be English. The arbitral tribunal shall consist of a sole arbitrator appointed by mutual agreement of the Parties.

(c) Courts. Subject to the arbitration agreement in Section 19(b), the courts at Bengaluru, Karnataka shall have exclusive jurisdiction over any matter not subject to arbitration, including interim relief.

(d) Arbitration Law. The arbitration under this Section 19 shall be governed by the Arbitration and Conciliation Act, 1996, as amended.

(e) Equitable Relief. The Parties agree that any breach or threatened breach of this Agreement may result in irreparable harm for which there may be no adequate remedy at law. In such event, a Party may seek an injunction without the necessity of posting a bond, in addition to all other remedies available at law or in equity.

20. General

(a) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions. If any provision is so broad as to be unenforceable, it will be interpreted to be only so broad as is enforceable.

(b) No Third-Party Beneficiaries. This Agreement may be enforced only by Provider and Customer, except that the Provider Indemnified Parties identified in Section 13 are intended third-party beneficiaries of that Section.

(c) Cumulative Remedies. All rights and remedies under this Agreement are cumulative and non-exclusive. Exercise of one right or remedy does not preclude any other, and no failure or delay in exercising any right or remedy operates as a waiver thereof.

(d) Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events or circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, sabotage, government action or regulation, strikes or labor disputes, electrical or power outages, cooling system failures, telecommunications or Internet failures, network disruptions, denial-of-service or other cyberattacks, or other infrastructure failures not caused by the affected Party's negligence (each, a “Force Majeure”). The Party claiming Force Majeure shall promptly notify the other Party in writing and use commercially reasonable efforts to mitigate and resume performance.

(e) Export Control and Sanctions. Each Party shall comply with all applicable export control, economic sanctions, and anti-corruption laws, including the Foreign Trade (Development and Regulation) Act, 1992, the Foreign Trade Policy of India and applicable SCOMET controls, the United Nations (Security Council) Act, 1947, and the Prevention of Corruption Act, 1988, in each case as amended, and any rules, orders, or notifications issued under them.

(f) Assignment. Neither Party may assign or transfer this Agreement without the other Party's prior written consent, except that either Party may assign without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its business or assets, provided the assignee assumes all obligations in writing and is not a competitor of the non-assigning Party.

(g) Notices. All notices under this Agreement must be in writing and are effective upon transmission by email to the receiving Party's email address set out in the applicable Service Order, or such other address as a Party designates in writing.

(h) Entire Agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior agreements and communications.

(i) Changes to This Agreement. No amendment is valid unless in writing and signed by authorized representatives of both Parties. Notwithstanding the foregoing, Provider may update this Agreement from time to time. If an update reasonably materially affects Customer's rights or obligations, Provider will provide Customer with reasonable prior written notice, including by email or through the Services. The updated Agreement will become effective on the date specified in such notice. Customer's continued use of the Services after the effective date constitutes Customer's acceptance of the updated Agreement.

(j) Waiver. No waiver is effective unless in writing and signed by an authorized representative. A waiver of one breach does not constitute a waiver of any subsequent breach.

(k) Attorneys' Fees. The prevailing Party in any enforcement action under this Agreement is entitled to recover its reasonable attorneys' fees and litigation expenses from the other Party. Provider may also recover all costs and fees incurred in collecting any amounts Customer owes under this Agreement.

Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Abhigya AI Private Limited
235, Binnamangala, 2nd Floor
13th Cross Road, 2nd Stage, Indira Nagar
Bengaluru, Karnataka - 560038
India