Terms of Service

Clause 01 — Parties & Formation

Parties to this Agreement

This Terms of Service Agreement ("Agreement") is entered into between DST Global, a proprietary business entity operating under the trade name DeepSphere Technologies, having its principal place of business at Pune, Maharashtra, India ("DST Global", "we", "us", or "our"), and the entity or individual identified as the customer at the time of account registration, Order placement, or platform access ("Customer", "you", or "your").

If you are accepting this Agreement on behalf of a company, organisation, or other legal entity, you represent and warrant that: (i) you have full legal authority to bind that entity to this Agreement under applicable law and that entity's governing documents; (ii) you have read and understood these terms in full; and (iii) you agree to this Agreement on behalf of that entity. If you lack such authority, you must not accept this Agreement or access the Services. DST Global may request written proof of such authority at any time.

If you access the Services using a corporate or organisational email domain, you will be conclusively deemed to represent the entity associated with that domain, and your acceptance will bind that entity to these terms.

Clause 02 — Definitions

Defined terms

The following capitalised terms carry the meanings set out below throughout this Agreement. Where a term is not defined herein, it shall have its ordinary meaning in the context of Indian commercial law.

Clause 03 — Use of Services

Grant of use and restrictions

3.1 Grant of Licence

Subject to the terms of this Agreement and timely payment of all applicable Fees, DST Global grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes, in accordance with the Documentation and the applicable Order Form. This grant does not include any right for Customer's Affiliates to access the Services unless such Affiliates are expressly named on the Order Form, in which case Customer remains fully liable for all such Affiliate use as if it were Customer's own.

3.2 Authorised Users

Customer may permit its Users to access the Services up to the number of User seats specified in the applicable Order Form. Customer is solely responsible for: (i) ensuring all Users read and comply with this Agreement as a condition of their access; (ii) maintaining the confidentiality and security of all login credentials and access tokens; (iii) all acts, omissions, and breaches of Users as if they were Customer's own acts; and (iv) promptly revoking platform access for any User who leaves Customer's organisation, is in breach of this Agreement, or whose continued access poses a security risk. Customer shall notify DST Global within 24 hours of becoming aware of any unauthorised access to its account.

3.3 Restrictions

Except as expressly authorised under this Agreement, Customer must not, and must ensure that no User or third party acting under Customer's account shall:

• Sublicense, sell, resell, transfer, assign, or commercially exploit the Services, or make them available to any person other than authorised Users, whether as part of a bureau service, outsourcing arrangement, or otherwise;
• Use the Services to build, develop, or market a product or service that is competitive with PRO.TR.ON, or conduct systematic competitive benchmarking or performance comparisons without DST Global's prior written consent;
• Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive or access the source code, object code, algorithms, models, or non-public APIs of the Services, except to the extent permitted by mandatory applicable law;
• Modify, adapt, translate, create derivative works from, or frame the Services or any part thereof within another website or application without prior written consent;
• Circumvent, disable, bypass, or interfere with any security controls, usage limits, access controls, authentication mechanisms, or technical restrictions of the Services;
• Use automated scripts, bots, crawlers, scrapers, or data-mining tools to access, extract, copy, or monitor the Services except via DST Global's officially documented APIs and within agreed rate limits;
• Remove, obscure, alter, or misrepresent any proprietary notices, copyright notices, trademarks, or attribution labels on or within the Services;
• Use the Services in a manner that violates applicable law or the Acceptable Use Policy in Clause 9;
• Share login credentials between multiple natural persons, or use a single User account concurrently across multiple sessions in a manner that effectively provides access to more Users than the number of seats purchased.

3.4 Free Trial Terms

Where DST Global provides access to the Services under a Free Trial, such access is: (i) limited to the features and duration specified at the time of provisioning; (ii) provided strictly "as is" without any warranty, SLA, service credit, or support obligation; and (iii) subject to early termination by DST Global at any time without notice or liability. Customer Data entered during a Free Trial will be permanently deleted thirty (30) days after expiry of the Free Trial, unless Customer converts to a paid subscription before deletion occurs. DST Global will send a deletion warning email to Customer's registered address not less than 72 hours before deletion. All other terms of this Agreement apply in full during the Free Trial.

3.5 Beta Features

DST Global may offer Beta or early-access features to certain Customers at its sole discretion. Beta features are: (i) provided "as is" without any warranty, SLA coverage, or support obligation; (ii) subject to modification, suspension, or permanent withdrawal at any time without notice or liability; and (iii) not suitable as a basis for production workloads. Any Feedback provided in connection with Beta features is governed by Clause 7.2. DST Global's Confidential Information includes all Beta feature roadmap information disclosed to Customer.

Clause 04 — Subscriptions & Orders

Subscriptions, Orders, and renewals

4.1 Order Process

Access to the Services is provided pursuant to an executed Order Form. Each Order Form sets out the subscription plan, User seat count, Subscription Term, Start Date, and applicable Fees. Orders become binding: (i) for negotiated agreements, upon countersignature by both parties; and (ii) for self-service web orders, upon Customer's electronic confirmation and receipt of a payment confirmation from DST Global's payment processor. DST Global will issue an account activation email within one (1) business day of a confirmed Order.

4.2 Subscription Term and Auto-Renewal

Unless stated otherwise in the Order Form, the initial Subscription Term is twelve (12) months from the Start Date. At the end of each Subscription Term, the subscription will automatically renew for a further period equal to the expiring term at DST Global's then-current pricing, subject to any price change notification having been issued in compliance with Clause 5.6, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. DST Global will send a renewal reminder to Customer's registered email address not less than forty-five (45) days before the renewal date, including the renewal price. If a price increase applies at renewal, the 45-day renewal reminder constitutes the notice required under Clause 5.6.

4.3 Upgrades and Seat Additions

Customer may add User seats or upgrade to a higher-tier subscription plan at any time during a Subscription Term by submitting a written request via email or in-platform. Additional Fees for upgrades or seat additions will be charged on a pro-rata basis calculated from the date of DST Global's written confirmation to the end of the then-current Subscription Term. Upgrades take effect immediately upon that confirmation.

4.4 Downgrades

Requests to downgrade to a lower subscription tier or reduce User seat count will take effect at the commencement of the next Subscription Term. No refund or credit will be issued for unused capacity during the current Subscription Term following a downgrade request. Downgrade requests must be submitted in writing at least thirty (30) days before the end of the current Subscription Term to take effect at renewal.

Action	When Effective	Fee Treatment
Upgrade plan tier	Immediately on written confirmation	Pro-rata charge for remainder of term
Add User seats	Immediately on written confirmation	Pro-rata charge for remainder of term
Downgrade plan tier	Start of next Subscription Term	No refund for current term; 30-day written notice required
Remove User seats	Start of next Subscription Term	No refund for current term; 30-day written notice required
Non-renewal / cancellation	End of current Subscription Term	No refund; 30-day written notice required before term end

Clause 05 — Fees, Billing & Payment

Fees, payment terms, and taxes

5.1 Fees and Invoicing

Customer agrees to pay all Fees specified in the applicable Order Form. Annual subscription Fees are due and payable in full in advance at the commencement of each Subscription Term. Monthly subscription Fees are due and payable in advance on the first calendar day of each billing month. DST Global will issue invoices electronically to Customer's registered billing contact email address within two (2) business days of the due date or subscription commencement.

5.2 Payment Methods and Currency

All Fees are quoted and payable in Indian Rupees (INR) unless an alternative currency is specified in the Order Form. DST Global accepts payment via NEFT, RTGS, IMPS, UPI, credit card, and debit card through authorised PCI-DSS-compliant payment processors. Payment card details are never transmitted to or stored by DST Global; they are processed exclusively by the payment gateway.

5.3 Payment Grace Period and Suspension

Fees are due on the date stated on the invoice. If any undisputed invoice remains unpaid fourteen (14) days after its due date ("Grace Period"), DST Global may serve a written cure notice on Customer demanding payment within a further seven (7) days. If full payment of the outstanding undisputed amount is not received within that seven-day cure period, DST Global may, without further notice, suspend Customer's access to the Services immediately. Suspension does not constitute termination and does not relieve Customer of its obligation to pay all outstanding Fees. Interest on overdue undisputed amounts will accrue at the rate of 1.5% per month (18% per annum) calculated from the original due date until the date of actual payment in full.

5.4 Disputed Invoices

Customer must notify DST Global in writing of any disputed invoice within thirty (30) days of the invoice date, specifying the disputed amount and the detailed basis for the dispute. All undisputed amounts remain due and payable on their original due date regardless of any dispute regarding other amounts. The parties agree to attempt to resolve billing disputes in good faith within thirty (30) days of the dispute notice. If the dispute is not resolved within that period, either party may escalate it to the dispute resolution procedure in Clause 15.

5.5 Taxes and Withholding

All Fees are exclusive of applicable taxes. Customer is liable for all Goods and Services Tax (GST), withholding tax (TDS), or other applicable taxes or levies imposed on the supply of the Services in the relevant jurisdiction. Where DST Global is required to collect GST, it will be itemised on the invoice at the prevailing rate. If Customer is legally required to withhold tax from payments to DST Global, Customer must: (i) gross up the payment so that DST Global receives the full invoiced amount net of the withholding; and (ii) provide DST Global with a valid TDS deduction certificate within thirty (30) days of making the relevant deduction, failing which DST Global may invoice Customer for the withheld amount.

5.6 Price Changes

DST Global may modify Fees at any time. Price changes affecting existing subscriptions require at least sixty (60) days' prior written notice before taking effect, which may be incorporated into the annual renewal reminder under Clause 4.2. Customer's continued use of the Services after the effective date of a price change constitutes acceptance of the revised pricing. If Customer does not accept the revised pricing, Customer may elect not to renew by providing notice of non-renewal under Clause 4.2 before the revised pricing takes effect. Price changes do not affect the current Subscription Term in progress.

5.7 Refund Policy

Except as required by mandatory applicable law or as expressly stated in this Agreement, all Fees paid are strictly non-refundable. No refunds or credits are issued for: (i) partial subscription periods; (ii) unused User seats; (iii) periods of suspension resulting from Customer's breach; or (iv) features or modules not used by Customer. Service outage refund entitlements are governed exclusively by the service credit mechanism in Clause 10.3. Where DST Global terminates for its own convenience under Clause 14.7, a pro-rata refund of prepaid Fees for the unexpired period will be issued within thirty (30) days.

Clause 06 — Customer Data

Ownership, processing, and deletion of Customer Data

6.1 Ownership

As between Customer and DST Global, Customer retains exclusive ownership of all right, title, and interest in and to Customer Data. DST Global acquires no proprietary rights in Customer Data by virtue of this Agreement. Nothing in this Agreement shall be construed as a transfer or assignment of Customer Data rights to DST Global.

6.2 Licence to DST Global — Narrowly Scoped

Customer grants DST Global a limited, non-exclusive, worldwide, royalty-free, revocable licence to host, store, process, transmit, and display Customer Data solely and exclusively to the extent necessary to: (i) provide and operate the Services to Customer and its Users during the Subscription Term; (ii) perform technical support, maintenance, and security operations directly in connection with the Services; and (iii) comply with applicable law or lawful governmental orders. This licence does not permit DST Global to: (a) use Customer Data to train machine learning models or AI systems; (b) analyse or derive insights from Customer Data for any purpose other than delivering the Services; or (c) disclose Customer Data to any third party except as required by law or expressly permitted under this Agreement. This licence terminates automatically and completely upon deletion of Customer Data in accordance with Clause 6.5.

6.3 Customer Responsibilities

Customer is solely and exclusively responsible for: (i) the accuracy, legality, quality, and appropriateness of all Customer Data submitted to the Services; (ii) obtaining all necessary consents, licences, and permissions from data subjects and third parties to permit DST Global to process Customer Data on Customer's behalf; (iii) ensuring Customer Data does not infringe any third-party intellectual property rights, breach applicable data protection law, or violate any other applicable regulation; and (iv) maintaining adequate, independent off-platform backups of all Customer Data at all times. DST Global expressly disclaims all liability for any loss, corruption, unauthorised access, or unavailability of Customer Data arising from Customer's failure to maintain such backups.

6.4 Data Processing Compliance

DST Global processes Customer Data as a data processor acting solely on Customer's documented instructions, in accordance with the DST Global Privacy Policy and the Digital Personal Data Protection Act, 2023 ("DPDPA"). Customer acts as the data fiduciary. Where the volume or nature of Customer Data processing triggers the requirement for a formal Data Processing Addendum under applicable law, the parties shall execute such an addendum, which will be incorporated into and form part of this Agreement.

6.5 Data Deletion, Export, and Post-Termination

Customer may export Customer Data at any time during the Subscription Term using the platform's built-in export functionality. Upon termination or expiry of this Agreement for any reason:

• DST Global will maintain Customer Data in a readable, exportable state for thirty (30) days from the termination or expiry date ("Export Window");
• Customer must export all required data during the Export Window. DST Global will send a written reminder to Customer's registered email address at the start of the Export Window and again seven (7) days before it closes;
• After the Export Window, DST Global will retain Customer Data in a non-accessible, recoverable state for a further thirty (30) days;
• DST Global will send a final deletion warning email to Customer's registered address not less than seven (7) days before permanent deletion occurs;
• After the combined sixty (60) day post-termination period, all Customer Data will be permanently and irreversibly deleted from all DST Global systems, including backups, unless retention is required by applicable law;
• DST Global will provide written confirmation of deletion within fourteen (14) days of completion, upon Customer's written request.

6.6 Aggregated and Anonymised Data

Notwithstanding the above, DST Global may derive aggregated, de-identified, and anonymised statistical data from Customer Data and platform usage ("Aggregated Data") for product improvement, benchmarking, and service analytics. Aggregated Data: (i) will not identify Customer, any User, or any individual; (ii) will not constitute Customer Data; and (iii) remains DST Global's property. The production of Aggregated Data does not require Customer's separate consent.

Clause 07 — Intellectual Property

Intellectual property rights

7.1 DST Global Ownership

DST Global exclusively owns all right, title, and interest in and to DST Global IP, including the PRO.TR.ON platform, all software (source code and object code), algorithms, data models, user interfaces, databases, Documentation, brand assets, trademarks, trade names, and all improvements, updates, modifications, or derivative works thereof, regardless of whether created before or after the Effective Date. No title, ownership, or intellectual property rights in DST Global IP are transferred or licensed to Customer by this Agreement. The limited access right granted in Clause 3.1 does not in any way constitute a sale, assignment, or transfer of DST Global IP.

7.2 Feedback Assignment and Moral Rights

If Customer or any User provides DST Global with suggestions, ideas, enhancement requests, feature requests, bug reports, or other feedback relating to the Services ("Feedback"), Customer hereby irrevocably and unconditionally assigns to DST Global all right, title, and interest in and to such Feedback, including all intellectual property rights therein, with full title guarantee. DST Global may incorporate, use, modify, sublicense, and commercialise Feedback for any purpose without any obligation of attribution, compensation, notification, or confidentiality to Customer. To the maximum extent permitted by Section 57 of the Copyright Act, 1957, Customer waives and agrees not to assert any moral rights it may have in respect of Feedback against DST Global or any of its successors, licensees, or assigns.

7.3 Trademark Restrictions

Customer must not use DST Global's registered or unregistered trade names, trademarks, service marks, or logos (including "PRO.TR.ON", "DST Global", and "DeepSphere Technologies") in any marketing material, press release, social media post, case study, customer reference programme, or public communication without DST Global's express prior written consent in each instance. Any consented use must comply with DST Global's brand guidelines as notified from time to time.

7.4 Third-Party Components

The Services may incorporate third-party open-source or proprietary software components. DST Global represents that, to its knowledge, its use of such components complies with their applicable licence terms. A list of material third-party components and their licences is available upon written request. Nothing in this Agreement limits any rights Customer may separately hold under applicable open-source licences in respect of those components.

Clause 08 — Confidentiality

Confidentiality obligations

8.1 Mutual Obligations

Each party as Receiving Party agrees to: (i) hold the Disclosing Party's Confidential Information in strict confidence, applying at least the same degree of care used to protect its own most sensitive confidential information and in no event less than reasonable care; (ii) not disclose, copy, or distribute Confidential Information to any third party without the Disclosing Party's prior written consent; and (iii) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

8.2 Permitted Disclosures

Each party may disclose Confidential Information to its employees, directors, contractors, subcontractors, and professional legal or financial advisers who: (i) have a genuine need to know for the purposes of this Agreement; and (ii) are bound by written confidentiality obligations at least as protective as those in this Clause. Each party remains fully and personally liable for any breach of these obligations by any of its permitted disclosees as if it had committed the breach itself.

8.3 Compelled Disclosure

If the Receiving Party is required to disclose Confidential Information by applicable law, regulation, court order, or governmental authority, it must: (i) promptly notify the Disclosing Party in writing before disclosure, where legally permissible; (ii) use reasonable efforts to obtain a protective order, confidentiality agreement, or equivalent legal protection before any disclosure is made; (iii) cooperate fully with the Disclosing Party in seeking such protection; and (iv) disclose only the minimum portion of Confidential Information strictly required to comply with the legal obligation.

8.4 Exceptions

Confidentiality obligations under this Clause do not apply to information that: (i) is or becomes publicly available without fault of the Receiving Party; (ii) was already lawfully in the Receiving Party's possession without restriction before disclosure; (iii) is received from a third party who is not subject to confidentiality obligations in respect of that information; or (iv) is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by contemporaneous written records.

8.5 Survival

Obligations under this Clause survive expiry or termination of this Agreement for a period of five (5) years. Obligations in respect of information that constitutes a trade secret under applicable law survive indefinitely for as long as the information retains its trade secret status.

Clause 09 — Acceptable Use Policy

Acceptable use of the Services

Customer and all Users must use the Services in a lawful, responsible, and ethical manner. The following uses are expressly and unconditionally prohibited:

DST Global reserves the right to investigate suspected AUP violations and to suspend or terminate access immediately and without prior notice where a violation is confirmed or reasonably suspected. DST Global will cooperate fully with law enforcement authorities and regulatory bodies investigating any unlawful use of the Services. Customer's indemnity obligations under Clause 13.2 apply in full to all AUP violations.

Clause 10 — Service Levels & Support

Service availability, credits, and support

10.1 Uptime Commitment

DST Global commits to a monthly platform availability of 99.5% for paid subscription plans ("Uptime Commitment"), measured over each complete calendar month, excluding Scheduled Maintenance windows and Force Majeure events. "Available" means the platform login, core project management, and data access functions are accessible and responsive for normal use by a reasonable User. Availability is measured continuously using DST Global's infrastructure monitoring systems, records of which are available to Customer upon written request.

10.2 Scheduled Maintenance

DST Global may conduct planned maintenance that may temporarily affect Service availability. For maintenance windows expected to result in more than thirty (30) minutes of unavailability, DST Global will provide at least seventy-two (72) hours' advance written notice to Customer's registered email address. Scheduled maintenance will, where practicable, be conducted between 23:00 and 05:00 IST on weeknight periods. Time spent in Scheduled Maintenance is excluded from uptime calculations.

10.3 Service Credits

If DST Global fails to meet the Uptime Commitment in any calendar month, Customer is entitled to a service credit calculated as follows (based on the Monthly Fee Equivalent for annual subscribers):

Monthly Uptime Achieved	Service Credit	Calculation Basis
99.00% – 99.49%	5%	Monthly Fee or Monthly Fee Equivalent for the affected month
95.00% – 98.99%	10%	Monthly Fee or Monthly Fee Equivalent for the affected month
Below 95.00%	20%	Monthly Fee or Monthly Fee Equivalent for the affected month

Service credits must be claimed in writing to contact@deepspheretech.com within fifteen (15) days of the end of the affected calendar month, including supporting evidence of the outage. Claims not submitted within this window are permanently forfeited. Approved credits will be applied to Customer's next invoice. The maximum aggregate service credits payable in any single calendar month shall not exceed 20% of the Monthly Fee or Monthly Fee Equivalent for that month. Service credits are Customer's sole and exclusive remedy for any service availability failure and do not constitute a waiver of Customer's right to terminate for material breach under Clause 14.3 in the event of repeated or persistent failure.

10.4 Support Services

DST Global provides customer support during business hours (Monday to Friday, 09:00–18:00 IST, excluding national public holidays in India) via email at contact@deepspheretech.com and via the in-platform support ticketing system. DST Global targets the following initial response times for paid plan Customers:

Priority	Definition	Target Response
Critical (P1)	Platform entirely inaccessible or active data loss occurring	4 business hours
High (P2)	Major module unavailable; significant operational impact; workaround unavailable	1 business day
Medium (P3)	Feature degraded or intermittent; workaround available	2 business days
Low (P4)	General query, feature request, billing enquiry, or cosmetic issue	5 business days

Response time targets are operational objectives. They are not contractual guarantees unless incorporated into a separately negotiated Service Level Agreement. Free Trial users and Beta feature issues are excluded from prioritised support. DST Global reserves the right to re-classify ticket priority at its reasonable discretion with written explanation.

Clause 11 — Warranties & Disclaimers

Representations, warranties, and disclaimers

11.1 DST Global Warranties

DST Global represents and warrants to Customer that: (i) it has full legal right, authority, and capacity to enter into this Agreement and to grant the rights and licences herein; (ii) the Services will materially conform to the Documentation as it stands at the commencement of the then-current Subscription Term; (iii) DST Global will implement, maintain, and continuously improve commercially reasonable technical and organisational security measures to protect Customer Data against unauthorised access, loss, and destruction; and (iv) to DST Global's knowledge as of the Effective Date, DST Global IP does not infringe any third-party intellectual property right registered and enforceable in India.

11.2 Customer Warranties

Customer represents and warrants to DST Global that: (i) it has full legal right, authority, and capacity to enter into this Agreement and to bind any entity on whose behalf it acts; (ii) it has obtained all necessary rights, consents, and permissions from data subjects and third-party rights holders to submit Customer Data to the Services; (iii) Customer Data, and DST Global's processing of it pursuant to Customer's instructions, will not infringe any third-party intellectual property right, violate applicable data protection law, or breach any contractual obligation owed by Customer to any third party; and (iv) Customer and its Users will comply with all applicable laws in connection with their use of the Services.

11.3 Disclaimer of All Other Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN CLAUSE 11.1, THE SERVICES ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DST GLOBAL HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR CUSTOM AND PRACTICE.

WITHOUT LIMITING THE FOREGOING, DST GLOBAL DOES NOT WARRANT THAT: (I) THE SERVICES WILL OPERATE CONTINUOUSLY, UNINTERRUPTED, OR FREE FROM ERRORS, DEFECTS, OR SECURITY VULNERABILITIES; (II) ALL DEFECTS WILL BE CORRECTED WITHIN ANY PARTICULAR TIMEFRAME; (III) THE SERVICES OR ANY OUTPUT THEREOF WILL MEET ALL OF CUSTOMER'S PARTICULAR REQUIREMENTS OR EXPECTATIONS; OR (IV) ANY RESULTS, REPORTS, OR DATA GENERATED THROUGH USE OF THE SERVICES WILL BE COMPLETE, ACCURATE, OR RELIABLE. CUSTOMER ASSUMES ALL RISK ARISING FROM USE OF THE SERVICES AND ANY DECISIONS MADE IN RELIANCE ON OUTPUTS THEREOF.

Clause 12 — Limitation of Liability

Limitation of liability

12.1 Exclusion of Indirect and Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE INDIAN LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH SUCH CLAIM IS BASED (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Liability Cap

SUBJECT TO CLAUSE 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO DST GLOBAL IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT OR FIRST EVENT IN A SERIES OF RELATED EVENTS GIVING RISE TO THE CLAIM. WHERE THE AGREEMENT HAS BEEN IN FORCE FOR FEWER THAN TWELVE (12) MONTHS, THE CAP SHALL BE THE TOTAL FEES PAID SINCE THE START DATE.

12.3 Exceptions

The exclusions and limitations in Clauses 12.1 and 12.2 shall not apply to or limit: (i) Customer's obligation to pay Fees when due; (ii) either party's liability for fraud or fraudulent misrepresentation; (iii) either party's liability for death or personal injury caused by its own negligence; (iv) DST Global's claims against Customer arising from Customer's material breach of Clause 3.3 (Restrictions) or Clause 9 (Acceptable Use Policy), which may exceed the cap to the extent of DST Global's actual, directly suffered, and demonstrated losses; or (v) any liability that cannot be lawfully excluded or limited under mandatory applicable Indian law.

Clause 13 — Indemnification

Mutual indemnification

13.1 DST Global's IP Indemnity

DST Global will, at its own cost, defend Customer against any third-party claim, action, or proceeding alleging that the Services, as provided by DST Global and used by Customer strictly in accordance with this Agreement, infringe a third-party intellectual property right enforceable in India, and will pay any damages, costs, and legal fees finally awarded by a court of competent jurisdiction or agreed in a court-approved settlement. This indemnity is conditional upon Customer: (i) notifying DST Global in writing promptly upon becoming aware of the claim (and in any event within fifteen (15) days); (ii) granting DST Global sole and exclusive control of the defence and all settlement negotiations; and (iii) providing all reasonable cooperation, information, and assistance requested by DST Global at DST Global's expense. If the Services become, or in DST Global's reasonable opinion are likely to become, the subject of an infringement claim, DST Global may at its sole election: (a) procure for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing without material loss of functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services upon thirty (30) days' written notice and refund prepaid Fees on a pro-rata basis for the unexpired term. Where a claim is finally adjudicated by a competent court to be invalid or not infringed, DST Global's indemnity obligation for that claim ceases from the date of such adjudication.

13.2 Customer's Indemnity

Customer will defend, fully indemnify, and hold harmless DST Global and its officers, directors, shareholders, employees, contractors, and agents from and against all third-party claims, actions, proceedings, damages, penalties, regulatory fines, costs, and expenses (including reasonable legal fees on an indemnity basis) arising from or related to: (i) Customer Data, including any claim that it infringes a third-party intellectual property right, violates applicable data protection law, or contains material that is unlawful, defamatory, or obscene; (ii) Customer's material breach of any representation, warranty, or obligation under this Agreement; (iii) Customer's violation of any applicable law or regulation in connection with its use of the Services; (iv) Customer's use of the Services in breach of Clause 9 (Acceptable Use Policy); or (v) any act or omission of Customer's Users that, if performed by Customer, would constitute a breach of this Agreement.

13.3 Exclusions from DST Global's Indemnity

DST Global's indemnity obligations under Clause 13.1 expressly do not apply to, and DST Global has no obligation to defend or pay damages in respect of, any claim arising from: (i) Customer Data or any Customer-provided content incorporated into the Services; (ii) Customer's modification of the Services without DST Global's prior written approval; (iii) Customer's use of the Services in combination with products, services, hardware, or data not provided or approved in writing by DST Global, where the combination gives rise to the infringement; (iv) Customer's failure to implement a non-infringing update, patch, or version made available by DST Global within a reasonable period; (v) Customer's use of the Services in a manner expressly prohibited by this Agreement or the Documentation; or (vi) claims relating to open-source components where the claim arises from Customer's modifications to or use of those components outside their licence terms.

Clause 14 — Term & Termination

Term, suspension, and termination

14.1 Agreement Term

This Agreement commences on the Effective Date and continues in force until all Subscription Terms have expired or been terminated in accordance with this Clause, unless earlier terminated pursuant to a specific provision herein.

14.2 Termination for Convenience — Customer

Customer may elect not to renew this Agreement at the end of the then-current Subscription Term by providing written notice of non-renewal at least thirty (30) days before the Subscription Term end date. There is no right for Customer to terminate for convenience during an active Subscription Term. Fees paid for the current Subscription Term are non-refundable on termination for convenience.

14.3 Termination for Material Breach

Either party may terminate this Agreement with immediate effect upon written notice to the other party if: (i) that other party commits a material breach that is incapable of remedy; or (ii) that other party commits a material breach capable of remedy and fails to remedy it within thirty (30) days of receiving a written notice specifying the breach in sufficient detail to permit a reasonable remedy. Non-payment of undisputed Fees beyond the cure period in Clause 5.3 constitutes a material breach. Where DST Global terminates this Agreement for Customer's material breach, the remaining Fees for the unexpired Subscription Term shall become immediately due and payable as liquidated damages representing a genuine pre-estimate of DST Global's losses, and not as a penalty, capped at the amount of Fees that would have been payable for the remainder of the then-current Subscription Term.

14.4 Suspension

Without prejudice to DST Global's right to terminate, DST Global may suspend Customer's access to the Services, in whole or in relevant part, without liability, in the following circumstances: (i) non-payment of undisputed Fees after the grace period and cure notice in Clause 5.3 have elapsed without payment; (ii) a material or persistent violation of Clause 9 (Acceptable Use Policy); (iii) DST Global's reasonable and documented determination that Customer's use poses an immediate and material security risk to the platform or other customers' data; or (iv) DST Global is required to do so by a competent court or governmental authority. DST Global will restore access as soon as practicable after the cause of suspension has been resolved to DST Global's reasonable satisfaction. Suspension does not relieve Customer of any payment obligation.

14.5 Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party: (i) ceases, or threatens to cease, to carry on business; (ii) makes a general assignment for the benefit of creditors; (iii) has a receiver, liquidator, administrator, or insolvency practitioner appointed over it or any material part of its assets; (iv) files a voluntary petition for winding up or is the subject of an involuntary petition for winding up that is not dismissed within sixty (60) days of filing; or (v) otherwise becomes insolvent or unable to pay its debts as they fall due.

14.6 Effect of Termination

Upon termination or expiry of this Agreement for any reason: (i) all licences and access rights granted herein terminate immediately; (ii) Customer must immediately cease all use of the Services and delete any locally cached copies of DST Global IP; (iii) each party must, upon written request by the other within thirty (30) days of termination, return or certifiably destroy all Confidential Information of the other party in its possession; (iv) all accrued payment obligations survive and remain due; and (v) Customer Data will be handled in accordance with Clause 6.5. The following Clauses survive termination: 2 (Definitions), 6.1 (Data Ownership), 6.6 (Aggregated Data), 7 (IP), 8 (Confidentiality), 11.3 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14.6 (Effect), 15 (Dispute Resolution), 16 (General), and 18 (Notices).

14.7 DST Global Discontinuation of Services

DST Global reserves the right to discontinue any specific module, feature, or the entire Services by providing ninety (90) days' prior written notice to Customer. In the event of discontinuation of the entire Services during an active Subscription Term, DST Global will refund the pro-rata portion of prepaid Fees corresponding to the unexpired period of the Subscription Term, within thirty (30) days of the discontinuation effective date. Discontinuation of an individual module that is not the primary subject of the Order Form does not entitle Customer to a refund unless that module is expressly identified as a core deliverable in the Order Form.

Clause 15 — Dispute Resolution

Dispute resolution and governing law

15.1 Good Faith Negotiation

The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or in connection with this Agreement, including regarding its formation, interpretation, performance, breach, termination, or validity ("Dispute"), through senior-level good faith negotiation before resorting to arbitration. Either party may initiate this process by serving a written dispute notice specifying the nature of the Dispute and the relief sought. Senior representatives with authority to settle shall meet (in person, by video conference, or by telephone) within fifteen (15) business days of the notice to attempt resolution.

15.2 Binding Arbitration

If a Dispute is not resolved through good faith negotiation within thirty (30) days of the written dispute notice (or such longer period as the parties may agree in writing), it shall be referred to and finally resolved by binding arbitration. The arbitration shall be conducted: (i) under the Arbitration and Conciliation Act, 1996 (as amended by the 2015 and 2019 Amendment Acts); (ii) before a sole arbitrator mutually agreed upon by the parties within fifteen (15) days of the referral; or, failing agreement, appointed by the High Court of Judicature at Bombay in accordance with Section 11 of the Arbitration and Conciliation Act, 1996; (iii) with the seat and venue of arbitration at Pune, Maharashtra, India; and (iv) conducted in the English language. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction, and shall not be subject to appeal on merits except on grounds available under the Act.

15.3 Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction. Subject to Clause 15.2, the parties irrevocably submit to the exclusive jurisdiction of the courts of Pune, Maharashtra, India for: (i) enforcement of any arbitral award; (ii) applications for interim or injunctive relief under Clause 15.4; and (iii) any matter excluded from arbitration under applicable law.

15.4 Emergency and Injunctive Relief

Notwithstanding the arbitration obligation in Clause 15.2, either party may seek emergency injunctive relief or other interim equitable relief from the courts of Pune, Maharashtra without first exhausting the negotiation or arbitration procedures, where such relief is necessary to prevent imminent, irreparable harm that cannot be adequately compensated by monetary damages. The seeking of such relief does not constitute a waiver of the right or obligation to arbitrate.

15.5 Costs

Each party shall bear its own legal costs in connection with any arbitration or court proceedings, unless the arbitrator or court determines that one party's conduct warrants an award of costs against it. Arbitration fees of the arbitral institution or appointed arbitrator shall be shared equally unless otherwise ordered.

Clause 16 — General Provisions

General and miscellaneous provisions

16.1 Entire Agreement

This Agreement (including all Order Forms, Privacy Policy, Acceptable Use Policy, and written addenda incorporated by reference) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. Customer acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in this Agreement. No terms or conditions appearing on any Customer purchase order, vendor registration form, or similar document shall have any legal effect unless expressly agreed in a separate written instrument countersigned by DST Global.

16.2 Order of Precedence

In the event of any conflict, inconsistency, or ambiguity between documents comprising this Agreement, the following order of precedence applies (highest first): (1) any written addendum or amendment countersigned by both parties; (2) the applicable Order Form; (3) these Terms of Service; (4) the Privacy Policy; (5) the Acceptable Use Policy; and (6) the Documentation. A later-dated document prevails over an earlier one within the same tier.

16.3 Amendments

DST Global may revise this Agreement at any time. Material Changes (as defined in Clause 2) will be notified to all registered Customers by email to their registered address and by in-platform notification, not less than thirty (30) days before the Material Change takes effect. Customer's continued use of the Services after the effective date of a Material Change constitutes full acceptance of the revised Agreement. If Customer does not accept a Material Change, Customer may terminate its current Subscription Term without penalty by providing written notice before the Material Change effective date; in such a case DST Global will refund prepaid Fees on a pro-rata basis for the unexpired period. Non-material corrections, clarifications, and updates to contact information may be made without notice and take effect on posting to deepspheretech.com/terms.

16.4 Assignment

Customer may not assign, novate, transfer, sublicence, or delegate any of its rights or obligations under this Agreement, whether by operation of law, change of control, or otherwise, without DST Global's prior written consent, which shall not be unreasonably withheld or delayed. DST Global may assign this Agreement in whole or in part: (i) to an Affiliate; or (ii) in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of DST Global's assets or business, with thirty (30) days' prior written notice to Customer. Any purported assignment by Customer in violation of this Clause is void and of no effect. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.

16.5 Subcontracting

DST Global may engage sub-processors and other subcontractors to assist in delivering the Services, including cloud infrastructure providers, payment processors, email delivery services, and analytics platforms. DST Global remains primarily and directly responsible to Customer for the performance of all subcontracted obligations and will ensure all subcontractors are bound by written obligations at least as protective as those in this Agreement and the Privacy Policy.

16.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations, which are not excused) to the extent such delay or failure is caused directly by a Force Majeure Event, meaning any event beyond that party's reasonable control and not foreseeable at the time of contracting, including acts of God, natural disasters, war, civil unrest, acts of terrorism, pandemic or epidemic, governmental orders, widespread power failures, or third-party internet infrastructure failures not caused by that party's negligence. The affected party must: (i) notify the other party in writing within five (5) business days of the onset of the Force Majeure Event; (ii) take all reasonable steps to mitigate the impact and resume performance; and (iii) provide regular progress updates. If the Force Majeure Event continues for more than sixty (60) continuous days, either party may terminate the affected portion of the Services by written notice, and DST Global shall refund any prepaid Fees for the affected period on a pro-rata basis within thirty (30) days.

16.7 Severability

If any provision or part-provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or severed if such modification is not possible. Any such modification or severance shall not affect the validity and enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

16.8 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy prevents any further or future exercise of it. A waiver of any breach shall not be deemed a waiver of any subsequent breach of the same or any other provision, and shall not constitute a continuing waiver.

16.9 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates, and nothing shall be construed to create, any partnership, joint venture, agency, fiduciary, employment, franchise, or exclusive dealing relationship between the parties. Neither party has the authority to enter into contracts, make representations, or incur obligations on behalf of the other party.

16.10 Anti-Corruption and Sanctions Compliance

Each party agrees to comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988 and the Foreign Corrupt Practices Act (to the extent applicable), and all applicable economic sanctions regulations. Each party warrants that neither it nor any of its directors, officers, or employees are subject to economic sanctions imposed by any competent authority that would prohibit it from entering into or performing this Agreement. Customer warrants that it shall not use the Services in any jurisdiction subject to a comprehensive economic sanctions regime that would render DST Global's performance of this Agreement unlawful. If Customer is found to be in breach of this clause, DST Global may terminate immediately without liability.

16.11 Publicity

DST Global may identify Customer by its publicly known company name and logo as a PRO.TR.ON user in marketing materials, case studies, investor communications, and on the deepspheretech.com website, unless Customer opts out in writing. Customer may opt out at any time by notifying contact@deepspheretech.com. DST Global will honour opt-out requests within ten (10) business days of receipt and shall remove any existing references within thirty (30) days.

16.12 Electronic Execution

This Agreement may be executed or accepted in electronic form. Electronic acceptance (including click-through acceptance, email confirmation of terms, or a qualified or advanced digital signature) shall be valid and binding on the accepting party and shall satisfy the writing requirement under the Information Technology Act, 2000 and the Indian Contract Act, 1872.

16.13 Language

This Agreement is executed in the English language. In the event of any inconsistency between any translation of this Agreement and the English version, the English version shall prevail.

Clause 17 — Usage Monitoring & Audit Rights

Usage monitoring and audit

17.1 Usage Monitoring

DST Global monitors platform usage in real time for the purposes of: (i) enforcing User seat limits and subscription plan entitlements; (ii) detecting security incidents, AUP violations, and anomalous usage patterns; and (iii) generating the aggregate analytics and Aggregated Data described in Clause 6.6. DST Global's monitoring activities are carried out in accordance with the Privacy Policy and applicable data protection law.

17.2 Excess Usage

If DST Global's monitoring systems detect that Customer's active User count exceeds the number of User seats purchased under the applicable Order Form, DST Global will notify Customer in writing. Customer must, within fifteen (15) days of such notification, either: (i) reduce active Users to the licensed seat count; or (ii) purchase additional User seats at the applicable per-seat rate to cover actual usage retroactively from the date of first excess use. Failure to do so within the fifteen-day period entitles DST Global to invoice Customer for the excess usage at the then-current per-seat rate, payable within fourteen (14) days of invoice.

17.3 Audit Rights

DST Global may conduct a usage audit of Customer's subscription not more than once per calendar year, upon at least ten (10) business days' prior written notice. Customer shall promptly provide reasonable assistance, records, and access to relevant personnel to facilitate the audit. If an audit reveals underpayment of Fees exceeding 5% of the annual Fees payable, Customer must pay the underpaid amount plus interest at the rate in Clause 5.3, calculated from the date the Fees became due, within thirty (30) days. The cost of the audit shall be borne by Customer if the shortfall exceeds 10%; otherwise each party bears its own audit costs.

Clause 18 — Notices

Form and delivery of notices

18.1 Required Form

All notices, consents, requests, approvals, and other formal communications under this Agreement must be in writing in the English language.

18.2 Delivery Methods and Deemed Receipt

A notice shall be deemed validly given and received: (i) by hand delivery — upon written acknowledgement of receipt by an authorised representative of the recipient; (ii) by registered post (speed post / RPAD) — on the third business day after the date of posting to the recipient's address; (iii) by email — on the next business day following the sender's receipt of an automated read-receipt or delivery confirmation from the recipient's mail server, provided the email was sent to the designated notice address. Emails that generate an automated bounce, failure-to-deliver, or out-of-office response are not validly delivered; the sender must promptly re-attempt delivery by a different method.

18.3 Notice Addresses

Notices to DST Global must be sent to:

Notices to Customer shall be sent to the email address and/or postal address provided by Customer at the time of account registration, as updated by Customer in writing from time to time. Customer is solely responsible for maintaining current and accurate contact information in its account settings. DST Global is not liable for any failure of notice delivery resulting from Customer's failure to maintain current contact details.

18.4 Change of Address

Either party may update its designated notice address by providing ten (10) business days' prior written notice to the other party in accordance with this Clause. Changes to Customer's contact details in the platform account settings are effective immediately for operational communications but must be separately notified for legal notices.