BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP, OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Modifications to this Agreement: From time to time, KTern.AI may modify this Agreement. Unless otherwise specified by KTern.AI, changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. KTern.AI will use reasonable efforts to notify Customers of the changes through communications via the Customer’s Account, email, or other means.

The “Effective Date” of this Agreement is the date which is the earlier of 1. Customer’s initial access to any Service through any online provisioning, registration, or order process or 2. the effective date of the first Service Order Form, as applicable, referencing this Agreement.

This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

These Terms of Service (the “Agreement”) are entered into by and between KTern.AI, an independent division of Kaar Technologies Pvt. Ltd., (“KTern.AI" or “Provider”) and the person or entity placing an order for or accessing the Service (“Customer” or “you”). In consideration of the terms and conditions set forth below, the parties agree as follows:

These Terms are applicable during Your free trial and during Your subscription to the Service(s) through a Service Plan of Your choice.

1. Using Our Service(s): Subject to your compliance with the terms and solely during the subscription term, the customer has the limited, non-exclusive, and revocable right to access and use the Service(s) for your internal business purposes. You shall be responsible for use of the Service(s) through the customer Account by any third parties. The customer may subscribe to one or more of the Service(s). They may be subject to separate and distinct Service Plans.

2. Using our APIs: Where applicable, our APIs must be used according to the API Policies We implement in this regard.

Customer Account: The customer may need to register for an account in order to place orders or access or receive the Services. Customer agrees to keep its Account information current, accurate and complete so that KTern.AI may send notices, statements, and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. The customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify KTern.AI promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which the Customer becomes aware. KTern.AI and its Affiliates will not be liable for any damage or loss that may result from the Customer’s breach of the foregoing obligations.

Use restrictions: The customer agrees not to use the KTern.AI Technology (as defined below) to:

1. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users and End-Users in furtherance of Your internal business purposes as expressly permitted by these Terms;
2. use the Service(s) to Process data on behalf of any third party other than Your Users and End- Customers;
3. modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks
4. falsely imply any sponsorship or association with Us
5. use the Service(s) in any unlawful manner, including but not limited to violation of any person’s privacy rights
6. use the Service(s) to send unsolicited communications junk mail, spam, pyramid schemes, or other forms of duplicative or unsolicited messages
7. use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights
8. use the Service(s) in any manner that interferes with or disrupts the integrity or performance of the Service(s) and its components
9. attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy, or otherwise access or discover the source code or underlying program of any Software making up the Service(s)
10. use the Service(s) to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory
11. use the Service(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”)
12. establish a link to Our Websites in such a way as to suggest any form of association, approval or endorsement on Our part where none exists
13. use the Service(s) for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law
14. try to use, or use the Service(s) in violation of these Terms.

The customer shall be responsible for any loss of data or attempted or actual access or use of the Service(s) through Your Account in violation of these Terms.

If We inform the customer that a specified activity or purpose is prohibited with respect to the Service(s), (s)he will ensure that (s)he immediately cease use of the Service(s) for such prohibited activity or purpose.

The customer may not be able to access or use the Service(s) (a) during planned downtime for upgrades and maintenance to the Service(s) (of which We will use commercially reasonable efforts to notify the customer in advance through Our Service(s)) (“Planned Downtime”), or (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.

We will use commercially reasonable efforts to schedule Planned Downtime for weekends (Pacific Time zone) and other off-peak hours.

Our Service(s):

We may update the Service(s) from time to time and the customer may receive notifications of such upgrades, enhancements, or updates (“Updates”). Any new or modified features added to or augmenting or otherwise modifying the Service(s) or other updates, modifications or enhancements to the Service(s) are also subject to these Terms and We reserve the right to deploy Updates at any time.

Websites:

We may also change content on Our Websites at any time. However, please note that any of the content on Our Websites may be out of date at any given time, and We are under no obligation to update it. For clarity, this sub-section refers to Our Websites excluding the Service(s). We may discontinue or change any part of Our Websites, that does not affect the Service(s), without notifying You. Our Websites may contain links to websites, content, and resources provided by third parties (“Third-Party Links”). These Third-Party Links are governed by their own terms and privacy policies and You agree that We have no control over these Third-Party Links and are not responsible for Your access or use of these Third-Party Links.

Ownership of IPR:

Except for the rights granted to You under Section 1, all rights, title, and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights in or related to the Service(s), including the Websites, and any part of it (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us. We are the owner or the licensee of all Intellectual Property Rights in Our Websites, and the content or material published on them. Those works are protected by copyright laws and treaties around the world. You must not use any part of the content on Our Websites for commercial purposes without obtaining a license to do so from Us or Our licensors. Further, We claim no intellectual property rights over the content You upload or provide to the Service(s).

Grant of License to Us:

We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate into the Service(s) or Websites or otherwise use any suggestions, enhancement requests, recommendations, or other feedback We receive from the customer.

Grant of License to You:

Our product and service names and logos used or displayed on the Service(s) or Websites are Our registered or unregistered trademarks (collectively, “Marks”), and You may only use such Marks to identify You as a user of the Service(s) You have subscribed to.

Reservation of Rights:

All rights not expressly provided to You herein are reserved.

Certain other services (“Other Services”) such as integrations, Apps, and Custom Apps are made available to You through the Market Place or other forums where applications are developed for their integration with the Service(s). You have the option to enable these Other Services and integrate them into Our Service(s). These Other Services are governed by their own terms and privacy policies and You agree that We are not responsible for Your use of these Other Services. By enabling the Other Services, You understand and agree that We do not provide any warranties whatsoever for Other Services and We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access, or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You understand that We are not responsible for providing technical support for Other Services and that We are not responsible for the data hosting and data transfer practices followed by providers of such Other Services. To this extent, You shall address any comments, queries, complaints, or feedback about such Other Services to the respective developers or publishers as specified in the Market Place or other forums.

Subscription Charges:

Unless otherwise specified in the Supplementary terms, except during Your free trial, all charges associated with Your Account (“Subscription Charges”) are due in full and payable in advance, when You subscribe to the Service(s). Unless specified otherwise in a Form, the Subscription Charges are based on the Service Plans You choose and are payable in full until You terminate Your Account in accordance with Section 8. You will receive a receipt upon each receipt of payment by Us. You may also obtain a payment receipt from within the Service(s).

Payment methods:

You may pay the Subscription Charges through Your credit card, or another accepted payment method as specified in a Form. For credit card payments, Your payment is due immediately upon Your receipt of Our invoice. You hereby authorize Us or Our authorized agents, as applicable, to bill Your credit card upon Your subscription to the Service(s) (and any renewal thereof). For payments through other accepted methods, Your payment is due within thirty (30) days of Our invoice date unless otherwise stated in a Form.

Renewal:

Your subscription to the Service(s) will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Service(s) for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences. You acknowledge and agree that, unless You terminate Your Account in accordance with Section 8, Your credit card will be charged automatically for the applicable Subscription Charges.

We may use a third-party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Us. You must notify Us of any change in Your credit card or other payment account information, either by updating Your Account or by e-mailing Us at info@ktern.com.

Refunds:

Unless otherwise specified in these Terms or a Form or a Service Plan, all Subscription Charges are nonrefundable. No refunds shall be issued for partial use or non-use of the Service(s) by You.

Late Payments/Non-payment of Subscription Charges:

We will notify You if We do not receive payment towards the Subscription Charges within the due date for Your Account. For payments made through credit cards, We must receive payments due within a maximum of five (5) days from the date of Our notice, and for payments through other accepted methods, We must receive payments within a maximum of fifteen (15) days from the date of Our notice. If We do not receive a payment within the foregoing time period, in addition to Our right to other remedies available under law, We may (i) charge interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Service(s) until We receive Your payment towards the Subscription Charges as specified herein and/or; (iii) terminate Your Account in accordance with Section 8.2.

Upgrades and Downgrades:

You may upgrade or downgrade within a Service Plan or between two Service Plans. You understand that downgrading may cause loss of content, features, or capacity of the Service(s) as available to You before downgrading Your Account. We will not be liable for such loss. When You upgrade or downgrade, the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged on a pro-rated basis and Your credit card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, You will be offered a refund for the payment made for the subsisting month in the form of credits credited to Your Account. These credits will be offset against the new Subscription Charges payable in the subsequent months.

Applicable Taxes:

Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying the Taxes that would be levied against You by government authorities. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

User Benefits:

Apart from the credits provided to You when You downgrade, We may, at Our sole discretion, offer You certain benefits such as discounts on Subscription Charges, extension in Subscription Term for no extra payments from You, with regard to the Service(s). These benefits are specific to Your Account and the Service(s) identified while offering these benefits. They are not transferrable. The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of twelve (12) months from their date of offer.

We shall not be liable to You or any other third party for suspension or termination of Your Account or access to and use the Service(s) if such suspension or termination is in accordance with these Terms.

Suspension and Termination by Us:

In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Service(s) if You are in violation of the Terms. We will notify You of Your activities that violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You do not cure or cease such activities within said Cure Period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated. Further, You acknowledge that in the event You do not re-activate an Account within one (1) year from the expiry of a free trial or a suspension, We may terminate such Account and associated Service Data shall be permanently deleted immediately upon such termination.

Termination by You:

If You pay for Your Account through a credit card, You may elect to terminate Your Account at any time by clicking on the ‘Account Settings’ link in the ‘Admin’ page when You log in to Our Service(s). If payments for Your Account are made through other accepted payment methods, You may terminate Your Account by writing to info@ktern.com.

Effect of terminating Your Account

1. Data Export: We strongly recommend that You export all Service Data before You terminate Your Account. In any event, following the termination of Your Account either by You or Us, unless otherwise specified elsewhere herein or in the Supplemental Terms and subject to the Data Processing Addendum, Service Data will be retained for a period of 14 days from such termination within which You may contact Us to export Service Data (“Data Retention Period”). Beyond such Data Retention Period, We shall delete all Service Data in the normal course of operation. Service Data cannot be recovered once it is deleted. Further, when Service Data is migrated from one data center to another upon Your request, We shall delete Service Data from the original data center after 14 days from such migration.

2. Charges: If You terminate Your Account prior to the end of Your then-effective Subscription Term or We affect such termination, in addition to other amounts You may owe Us, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term unless waived by Us in writing. This amount will not be payable by You in the event You terminate Your subscription to the Service(s) or terminate Your Account as a result of a material breach of these Terms by Us, provided that You provide advance notice of such breach to Us and afford Us not less than thirty (30) days to reasonably cure such breach.

If You choose, or You are provided with, a user identification code, password or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms.

Confidentiality obligations:

Each of us will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of us protects our own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use the other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse such Confidential Information. The provisions of this subsection shall supersede any non-disclosure agreement by and between You and Us entered prior to these Terms that would purport to address the confidentiality of Service Data and such agreement shall have no further force or effect with respect to Service Data.

Security of Service Data:

We use appropriate technical and organizational measures to protect the Service Data that we Process. The measures we use are designed to provide a level of security appropriate to the risk of Processing your Service Data.

You understand that We shall Process Service Data in accordance with Applicable Data Privacy Laws and where applicable, the Data Processing Addendum which is incorporated into these Terms by reference and in accordance with Our Privacy Notice. You acknowledge and agree that Group Companies may also access or disclose information about You, Your Account, Users or End-Users, including Service Data, in order to

1. comply with the law or respond to lawful requests or legal process
2. protect Group Companies’ or Our customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Service(s)
3. act on a good faith belief that such disclosure is necessary to protect the personal safety or avoid violation of applicable law or regulation. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

Apart from the communications specified in Our Privacy Notice, We may contact You directly via e-mail to notify You if

1. You are in violation of these Terms;
2. A specific activity or purpose is prohibited with respect to the Service(s), so that You immediately cease use of the Service(s) for such prohibited activity or purpose; or
3. You maintain an exceptionally high number of Users, an unusually high monthly ticket ratio per Users, an unusually high level of open tickets or other excessive stress on the Service(s).

THE WEBSITES AND THE SERVICE(S), INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE(S) OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND YOU FURTHER ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

THE CONTENT ON OUR WEBSITES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR WEBSITES. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICE(S) OR WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY,NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE(S), WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES FOR THE SERVICE(S) TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION CHARGES PAID BY YOU, FOR THE SERVICE(S) TO WHICH THE CLAIM RELATES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICE(S) IN ACCORDANCE WITH SECTION 1, WE HAVE LIMITED OUR POTENTIAL LIABILITY AND ALLOCATED RISKS BASED ON THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.

IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

If the use of the Service(s) by You has become, or in Our opinion is likely to become, the subject of any IP Claim (defined below), We may at Our own option and expense

1. procure for You the right to continue using the Service(s) as set forth hereunder
2. replace or modify the Service(s) to make it non-infringing; or
3. if options (a) or (b) are not commercially and reasonably practicable as determined by Us, terminate Your subscription to the Service(s) and repay You, on a pro-rated basis, any Subscription Charges You have previously paid Us for the corresponding unused portion.

Indemnification by Us:

Subject to Your compliance with these Terms, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Service(s) You subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”).

We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that You promptly notify Us of the threat or notice of such IP Claim.

We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and

You fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by

1. compliance with designs, data, instructions, or specifications provided by You
2. modification of the Service(s) by anyone other than Us or
3. the combination, operation, or use of the Service(s) with other hardware or software where the Service(s) would not by themselves be infringing.

Indemnification by You:

You will indemnify and hold Group Companies harmless against any claim brought by a third party against Us, and their respective employees, officers, directors, and agents arising from or related to use of the Service(s) by You in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that We promptly notify You of the threat or notice of such a claim.