By electronic execution of the Service Order and accessing and using the Company Platform (as defined below) and Services (as defined below), You (Customer, You or Your) are agreeing to these terms of service (hereinafter referred to as “Terms of Service” or “ToS”) and concluding alegally binding contract with Brance Technologies Private Limited.

Hereinafter each of the entities mentioned above shall individually be referred to as “Company” or “We” or “Us” or “Our” or “Brance” as the context may require and permit. For the purpose of this ToS (as defined below), the Company and You may individually be referred to as a “Party” and collectively as “Parties”.

OVERVIEW

• Introduction: Brance has developed a proprietary artificial intelligence platform (“Company Platform”), which provides multichannel conversational engagement automation services including but not limited to sales and marketing, customer support and responses to FAQs (to be referred to as “Services” as particularly detailed under each Service Order (also referred to as “Contract”) executed between the Parties.

• The Company provides Services through a ‘software as a service’ (SaaS) model wherein the Company Platform is integrated to Your online platform including but not limited to Your website or Your mobile application platform and/or social media channels/platforms as identified by You, in order to provide You with the Services (“Customer Platform”).

• Applicability of ToS: You are required to carefully read through these ToS prior to using the Company Platform and Services. If You access and continue to browse, use the Company Platform or the website hosting the Company Platform or the Services, You irrevocably and unconditionally are agreeing to comply with, abide by and be bound by all the obligations as stipulated in this ToS, together with the Service Order, as may be executed between the Parties and our privacy policy, available at https://www.brance.ai/privacy-policy and any other applicable policies referred to herein or made available on the Company Platform. These ToS not only apply to the Company Platform, but any such other platform, application, or website through which the Services are rendered to You by the Company. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.

• Updating ToS: Your use of the Platform and the Services is subject to Your adherence and compliance with these ToS, which may be updated, amended, modified or revised by Brance from time to time with or without notice to You.Your continued use of the Platform and the Services on and after any update, amendment, modification or revision shall mean Your agreement with the same. It is important for You to refer to these ToS from time to time to make sure thatYou are aware of any revisions, amendments or modifications.

Services

• The Company shall provide You the Services in accordance with the terms and conditions specified here and the Service Order legally executed between the parties. In the event of conflict between the terms/provisions of this Terms of Service and the respective Service Order (including any exhibits or attachments thereto), the terms of the Service Order, as maybe applicable, shall prevail, but only as regard to that respective Service Order.

• The Company shall provide the Customer a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable, revocable right to use and access the Services basis the terms and conditions specified herein and theService Order.

Term & Termination

• Either party might terminate the services in accordance with the terms and conditions agreed in the service order. The term of the agreement is also agreed in the service order.

Responsibilities & Restrictions

• 1. Customer will not, directly or indirectly:

  2. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software;

  3. modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by Company);

  4. make the materials resulting from the Software available in any manner to any third party for use in the third party’s business operations (except to the extent expressly permitted by Company or authorized within the Software);

  5. license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Software or Company materials to any third party;

  6. access or use the Software in order to build or support, and/or assist a third party in building or supporting, products or software competitive to Company;

  7. access or use the Software in order to build or support, and/or assist a third party in building or supporting, internal products or Software;

  8. remove any proprietary notices or labels.

  9. Customer is responsible for identifying and authenticating its employees, directors, consultants, representatives, advisors who will use the Software (“Customer User” / “User”), for approving access by such Users to the Software, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer’s and Customer Users’ usernames, passwords and accounts with Company, Customer accepts responsibility for the confidentiality and timely and proper termination of user records in Customer’s local (intranet) identity infrastructure or on Customer’s local computers. Customer is responsible for all activities that occur under Customer’s andCustomer Users’ usernames, passwords or accounts or as a result of Customer’s or Customer Users’ access to the Software, and agree to notify Company immediately of any unauthorized use. Company will not be liable or responsible if the Customer data in any form is made public or made available to the unauthorized party or person (a) by the Customer and Customer Users or (b) as a result of Customer’s or Customer Users’ access to the Software or (c) by activities that occur under Customer’s and Customer Users’ usernames, passwords or accounts including hacking of these usernames, password or accounts from Customer and its Users’ devices such as computers, mobiles and tablets.Customer agrees to make every reasonable effort to prevent unauthorized third parties or persons from accessing the Software.

  10. Customer is responsible for identifying and authenticating its employees, directors, consultants, representatives, advisors who will use the Software (“Customer User” / “User”), for approving access by such Users to the Software, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer’s and Customer Users’ usernames, passwords and accounts with Company, Customer accepts responsibility for the confidentiality and timely and proper termination of user records in Customer’s local (intranet) identity infrastructure or on Customer’s local computers. Customer is responsible for all activities that occur under Customer’s andCustomer Users’ usernames, passwords or accounts or as a result of Customer’s or Customer Users’ access to the Software, and agree to notify Company immediately of any unauthorized use. Company will not be liable or responsible if the Customer data in any form is made public or made available to the unauthorized party or person (a) by the Customer and Customer Users or (b) as a result of Customer’s or Customer Users’ access to the Software or (c) by activities that occur under Customer’s and Customer Users’ usernames, passwords or accounts including hacking of these usernames, password or accounts from Customer and its Users’ devices such as computers, mobiles and tablets.Customer agrees to make every reasonable effort to prevent unauthorized third parties or persons from accessing the Software.

  11. Customer acknowledges that Company exercises no control over the content of the information transmitted by Customer or Customer Users through the Software.If the Customer or Customer’ users takes such action in violation of provisions of Applicable Law including publishing / transmitting such materials that are in breach thereof, Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Customer Data.

  12. Customer represents, covenants, and warrants that Customer will use theServices only in compliance all applicable local, state, national and foreign laws and regulations, including those laws related to data privacy, international communications, and the transmission of technical or personal data or sensitive personal data.

  13. Customer represents, covenants, and warrants that Customer will use theServices only in compliance all applicable local, state, national and foreign laws and regulations, including those laws related to data privacy, international communications, and the transmission of technical or personal data or sensitive personal data.

  14. Customer hereby warrants that (i) it has all the necessary permissions, authorisations and consents in accordance with applicable data protection laws to share the Customer Data (especially personal data or sensitive personal data of individuals i.e., End Customers) with the Company; and (ii) Company may use the data solely in connection with delivering theServices under this Agreement, to provide better customer experience, personalized responses to the End Customers, analytics, quality assurance, product and service improvement.

  15. The Customer agrees that it shall not solicit, entice away, or hire any employees of the Company, including the Personnel or cause any such persons to leave the employment / engagement with the Company, during the term of thisAgreement and for a period of 1 (one) year thereafter.

Customer Data

• Customer acknowledges and agrees that the Company may store, use, reproduce, modify, and transfer to its subcontractors, such non-public data made available to the Company by the Customer including personal data or sensitive personal data of its End Customers (“Customer Data”) in connection with delivering the Services under this Agreement, to provide better customer experience, personalized responses to the End Customers, analytics, quality assurance, product and service improvement. All the usage will be inaccordance with our privacy policy available at https://www.branceit.com/privacy-policy

Intellectual Property Rights

• Customer shall own all right, title and interest in and to theCustomer Data.

• Company shall own and retain all right, title and interest, including all intellectual property rights and proprietary rights, in and to (a) theSoftware, all improvements, enhancements or modifications or Patches thereto,(b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

• During the subsistence of this Agreement, each party grants the other party a worldwide, non-exclusive, non-transferable and non-sub-licensable royalty-free license to use each other’s trademarks and logos solely in connection with the provision of the Services, or marketing, advertising, and promotion.

Representation and Warranties

Each Party hereunder represents and warrants to the other Party as follows:

• It has the full right and legal authority to enter into and fully perform in accordance with its terms;

• The Service Order, when executed and delivered by such Party, will be its respective legal, valid and binding obligation enforceable against it in accordance with its terms;

• The execution and delivery of Service Order have been duly authorized by such Party, and such execution and delivery and the performance by each Party of its respective obligations hereunder, do not and will not violate or cause a breach of any agreement or other obligation to which it is a Party or by which it is bound or affected;

• It has the right to disclose to the other Party all information transmitted to other Party by it or on its behalf in the performance of the Services;

• There is no proceeding pending or, to the knowledge of the Party, threatened that challenges or could reasonably be expected to have a material adverse effect on the ability of the Party to perform and fulfil its obligations.

Fees and Payments

• You shall pay to the Company a fee for the Services provided and the license to use the Company Platform granted by the Company to You under this Terms of Service and the Service Order (“Fees”). You shall pay the CompanyFees as detailed under Your respective Service Order. The Fees payable by You to the Company is exclusive of the applicable taxes under the Applicable Laws and You shall be liable to pay any applicable taxes under the Applicable Laws for the use of the Company Platform and the Services provided by the Company in addition of the Fees.

Idemnification

• You hereby agrees to indemnify and hold harmless Brance against any damages, losses, liabilities, claims, settlements and expenses in connection with any claim or action that arises from Customer’s breach of terms and conditions of this Agreement.

Limitation of Liability