Terms of Use

Version Metadata: Terms of Use Version 1.1.0 | Effective Date: YYYY-MM-DD | Jurisdiction: India (global availability subject to applicable laws) | Last Reviewed: YYYY-MM-DD. These Terms of Use (the “Terms”) are read together with the Privacy Policy and any applicable work or order forms (each an “Order Form”).

Eligibility & Authority: You affirm that you are either more than 18 years of age or possess legal parental or guardian consent and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. You further represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. If you are entering into these Terms on behalf of an entity, organization, or company (a “Subscribing Organization”), you represent and warrant that you have the authority to bind such Subscribing Organization and its Affiliates to these Terms, and you agree to be bound by these Terms on behalf of such Subscribing Organization. In such a case, “You” in these Terms means such Subscribing Organization, its Affiliates, and each User of the Subscribing Organization.

Additional Terms & Hierarchy: Your access to the Edilitics platform and utilization of services, offers, or promotions may be governed by these Terms together with additional terms, policies, or guidelines (“Additional Terms”). If there is a conflict between these Terms and any Additional Terms specific to a Service or Order Form, the Additional Terms or Order Form will control solely to the extent of such inconsistency with respect to the applicable Service.

Changes & Availability: We may revise these Terms from time to time. Each time you use the Platform, you should review the then-current Terms. We may change the format or content of the Platform or suspend the operation of the Platform (including for support, maintenance, or updates) at any time. Material changes may be communicated via in-product notifications or email prior to taking effect where required by law.

Acceptance & Agreement: Any accessing, browsing, or otherwise using the Platform indicates your agreement to these Terms, the Privacy Policy, and any other applicable Platform policies (collectively, the “Agreement”). Where a data processing addendum (“DPA”) is executed, such DPA shall form part of the Agreement for processing of Customer Personal Data, and, to the extent of any conflict regarding data protection, the DPA shall prevail.

Electronic Record: This document is an electronic record in terms of the Information Technology Act, 2000, and applicable rules, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Definitions: For purposes of these Terms: (a) “Platform” means the Edilitics SaaS environment accessible via web or API; (b) “Services” means all analytics, AI, integration, visualization, transformation, and replication functionalities made available through the Platform; (c) “Modules” include, without limitation, AskEdi, Integrate, Viz, Transform, and Replicate; (d) “Account” means an authorized Edilitics login credential issued upon registration, which may be either an Individual Account or a Team Account, each as defined below; (e) “Individual Account” means an account automatically classified based on registration with a personal or non-corporate email domain (such as Gmail, Outlook, or Yahoo). An Individual Account operates as a single-user workspace in which the subscriber is the sole user. Individual Accounts are granted one Base License by default, cannot purchase or assign Add-on Licenses (Viz Viewer + AskEdi), but may purchase Add-on Prompt or Compute Packs, which do not expire until fully consumed; (f) “Team Account” means an account automatically classified upon registration using a corporate domain (e.g., @organization.com). Each Team Account constitutes a multi-user Workspace administered by a designated Admin, who may invite additional Users, assign and revoke Base Licenses, and purchase and manage Add-on Licenses (Viz Viewer + AskEdi). Team Accounts are authorized to reassign any Base or Add-on License to a different User within the same Workspace after the prior User’s deletion; (g) “Base License” means a standard subscription seat that permits a User to access the Services in accordance with the applicable plan tier; (h) “Add-on License” means an additional, workspace-bound license (currently, Viz Viewer + AskEdi) that may be purchased exclusively by Team Accounts and assigned to a single active User at any given time. Add-on Licenses may be reassigned within the Workspace only after the prior assignment is deleted or revoked; (i) “Prompt Quota” means the number of AskEdi prompts included in the Base License, allocated monthly at the start of each billing month. Unused Prompt Quota expires at the end of each billing month and does not roll over; (j) “Compute Quota” means the number of compute minutes (used for Replicate, Transform, or equivalent execution workflows) included in the Base License, allocated monthly at the start of each billing month and subject to the same non-rollover condition; (k) “Add-on Prompt Packs” and “Add-on Compute Packs” mean supplemental, pre-paid allocations of prompts or compute minutes that remain valid until fully consumed, without expiration; (l) “Workspace” means the organizational environment created for a Team Account, which serves as a shared container for multiple Users, configuration data, and telemetry records; (m) “Order Form” means a physical, electronic, or in-app ordering document specifying Services, quantities, terms, and pricing; and (n) “Subscription Term” means the annual billing period applicable to a Base or Add-on License, during which monthly quotas are allocated, measured, and reset.

Roles & Data Handling Overview: As further described in the Privacy Policy, Edilitics generally acts as processor for Customer Data you upload or process via the Services and as controller for account, billing, support, and telemetry data. Certain AI-enabled features may transmit user-authorized context to approved model providers strictly for inference; no training on Customer Data is permitted by default for enterprise/API usage.

Export Controls & Sanctions Compliance: You represent and warrant that your use of the Services will comply with all applicable export control and sanctions laws and that you shall not directly or indirectly export, re-export, transfer, or make available any part of the Services in violation of such laws.

Account Creation and Classification: To access the Services, you must create an Edilitics Account via app.edilitics.com or another authorized interface. Accounts are automatically classified as either an Individual Account or a Team Account based on the domain of the email used during registration. Accounts registered using a generic email domain (such as Gmail, Outlook, or Yahoo) are treated as Individual Accounts, while accounts created with a corporate domain (such as @organization.com) are treated as Team Accounts.

Individual Accounts: Each Individual Account operates as a self-contained, single-user workspace. Individual Accounts automatically receive one Base License for the selected plan tier and are billed annually in advance. Individual subscribers may purchase additional Add-on Prompt Packs or Add-on Compute Packs, which remain valid until consumed and do not expire. Individual Accounts are not permitted to purchase or assign Add-on Licenses (Viz Viewer + AskEdi). All monthly quotas for prompts and compute refresh at the start of each billing month and do not roll over to subsequent months.

Team Accounts and Workspaces: Each Team Account constitutes a collaborative environment (“Workspace”) administered by one or more designated Admins. Admins may invite and remove Users, allocate Base Licenses, purchase and assign Add-on Licenses (Viz Viewer + AskEdi), and monitor quota consumption. A Team Account is billed annually in advance, with prompt and compute quotas allocated monthly at the start of each billing month. Unused monthly quotas expire and do not roll over. Team Accounts may also purchase Add-on Prompt or Compute Packs that remain valid until consumed.

License Assignment and Reassignment: All License types (Base or Add-on) are seat-based and may be reassigned within the same Workspace after the original User is deleted or deactivated. An Add-on License (Viz Viewer + AskEdi) may be held by only one active User at a time and cannot be shared concurrently. The entitlement ratio for Add-on Licenses shall conform to the limits published on the Pricing Page (currently, one Add-on License per two Base Licenses). Edilitics reserves the right to audit license assignments and usage patterns for compliance. Unused Add-on Prompt or Compute Packs remain active until exhausted and are not subject to expiry.

Account Credentials and Security: You are responsible for safeguarding your login credentials. Authentication tokens are temporarily stored within secure browser mechanisms (such as Redux state or localStorage) to maintain session continuity. Edilitics records access telemetry and audit logs in accordance with its Privacy Policy. You must promptly notify Edilitics of any unauthorized access or credential compromise. Failure to maintain account security may result in suspension without liability.

Deactivation and Workspace Deletion: Admins may deactivate or delete User accounts within their Workspace. When a User is deleted, any associated License becomes inactive and may be reassigned to another User in accordance with these Terms. Deletion of an entire Workspace permanently erases configuration data and telemetry records after the legally required billing and audit retention period.

Inactive Accounts: Edilitics may deactivate Individual or Team Accounts that remain inactive beyond the retention period defined in the Data Retention Schedule, subject to reasonable notice to the registered Admin or account holder. Reactivation may require updated billing verification.

Right of Refusal: Edilitics reserves the right to refuse, suspend, or terminate access to any Account or Workspace that violates these Terms, applicable law, or internal risk-assessment protocols. Such termination shall not relieve the subscriber of any outstanding payment obligations incurred prior to the effective termination date.

Operational Communications and Consent: By creating an Account and accessing the Services, you consent to receive operational communications from Edilitics and/or its authorized service providers, including but not limited to service notices, security alerts, incident notifications, billing and invoice communications, quota and usage notifications (including Prompt Quota and Compute Quota status), license assignment or reassignment confirmations, and Workspace administration messages. Such communications may be delivered via in-product notices, email, or other electronic means associated with your Account or Workspace.

AI Telemetry and Event Notices: In connection with AI-enabled features (including AskEdi), Edilitics may send event-based messages to Admins or Users concerning prompt execution, rate-limit conditions, model provider status, or detected policy violations. These communications are strictly for governance, auditability, abuse prevention, and service integrity, and do not constitute marketing.

Marketing and Promotional Messages: With your consent (where required by law), Edilitics may send newsletters, product updates, offers, or other promotional communications. You may unsubscribe at any time by using the “unsubscribe” link in the message or by adjusting preferences in the Platform’s notification or preferences center. Unsubscribing from marketing does not affect your receipt of operational or transactional messages under Clauses 3.1 and 3.2.

Transactional and Essential Notices: System messages necessary for the provision of the Services - such as password resets, multi-factor prompts, critical security alerts, invoice delivery, dunning notices, license confirmations, and quota exhaustion alerts - are deemed essential to the Services and cannot be opted out of while your Account remains active.

In-Product Notices Deemed Received: Notices provided via the Platform (including banners, modals, in-app messages, or Admin dashboards) shall be deemed received on the date first displayed to any Admin of the Workspace or to you (for Individual Accounts). Edilitics may also provide duplicative notice via email as a convenience.

Regulatory Lists and DND/NCPR: To the extent permitted by applicable law, your consent to be contacted includes communications notwithstanding registration of your number under “Do Not Disturb” or National Customer Preference Registers (DND/NCPR). Edilitics will, where required, honor applicable national or regional consent requirements and channel restrictions, and will limit marketing communications to those for which valid consent exists.

Accuracy of Contact Information: You are responsible for providing and maintaining accurate contact details, including email addresses and, where applicable, telephone numbers. Edilitics is not responsible for delayed or undelivered notices caused by inaccurate or out-of-date information supplied by you or your Workspace Admins.

Preferences and Jurisdictional Controls: Where required by law (including EU/UK regimes), Edilitics will obtain affirmative consent for non-essential communications and honor withdrawals of consent. You may manage preferences in the Platform or contact support@edilitics.com for assistance. Changes to preferences may take a reasonable time to process and may not affect communications already queued for delivery.

Fees; Annual Subscription; Auto-Renewal; Cancellation of Auto-Renewal: Access to the Services, or to certain features thereof, requires payment of fees (“Fees”) pursuant to the applicable plan tier and any Order Form. Unless expressly stated otherwise on an Order Form, subscriptions are billed annually in advance for the “Subscription Term” (twelve (12) months) and shall automatically renew for successive annual terms at then-current rates unless auto-renewal is disabled prior to the end of the then-current Subscription Term. Auto-renewal may be disabled by: (a) submitting written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term; or (b) using the in-product Cancel Subscription control available to the Account holder (for Individual Accounts) or to a Workspace Admin (for Team Accounts). Disabling auto-renewal takes effect at the end of the then-current Subscription Term and does not terminate the subscription early. Access continues through the paid term, after which Services will cease unless renewed. Price changes take effect upon renewal. Except as expressly set forth herein or required by law, all Fees are non-refundable. You may re-enable auto-renewal at any time prior to expiry.

Included Monthly Quotas; No Rollover: Each Base License includes a monthly allocation of Prompt Quota and Compute Quota that is issued at the start of each billing month during the Subscription Term. Unused monthly allocations expire at the end of the billing month and do not roll over or accumulate. Upon exhaustion of an applicable quota, access to the corresponding functionality (e.g., prompt execution or compute jobs) may be suspended until the quota is replenished at the next monthly issuance or increased via the purchase of Add-on Packs.

Add-on Packs (Prompts & Compute): Subscribers may purchase supplemental Add-on Prompt Packs and Add-on Compute Packs as prepaid allocations. These Add-on Packs are consumption-based and, once purchased, do not expire until fully consumed. Add-on Packs are non-refundable and non-transferable between Workspaces. Individual Accounts may purchase Add-on Packs; Team Accounts may purchase Add-on Packs and Add-on Licenses (as defined below).

Add-on Licenses (Viz Viewer + AskEdi; Team-Only): Add-on Licenses are workspace-bound, seat-based entitlements availableonly to Team Accounts. Each Add-on License may be assigned to one (1) active User at a time and may be reassigned to another User within the same Workspace only after the prior User’s assignment is deleted or revoked. Concurrent sharing is prohibited. The quantity of Add-on Licenses available for purchase may be subject to plan rules and entitlement ratios published on the Pricing Page (currently, one Add-on License per two Base Licenses). Add-on Licenses do not carry separate AskEdi prompt quotas; usage draws from the Team’s pooled monthly Prompt Quota and any purchased Add-on Prompt Packs. Add-on Licenses are billed annually in advance, co-terminous with the Subscription Term, and are non-refundable.

Assignment & Reassignment of Seats: All License types (Base or Add-on) are seat-based and may be reassigned within a Workspace after deletion or deactivation of the prior User, as further described in Clause 2.4. Seat reassignment does not entitle the subscriber to any proration, credit, or refund for any portion of the Subscription Term.

Pricing Currency; Inclusivity of Taxes; Payment Methods: Fees may be quoted and charged in INR or USD, depending on your billing region or as specified on the applicable Order Form or Pricing Page. All displayed prices are inclusive of all applicable taxes (including GST/VAT where applicable). Payments may be processed via an authorized payment processor. Unless otherwise specified, invoices are due within fifteen (15) days of the invoice date. If payment is by credit/debit card, you authorize Edilitics and its processors to charge the card for all Fees in accordance with the billing frequency applicable to your Subscription Term. Currency conversion or bank/processor charges, if any, may be applied by your provider.

Payment Failures; Access Restriction; Billing-Only Access: If your payment method fails or any amount becomes past due, then, in addition to any other remedies: (a) all non-billing access to the Platform is disabled; (b) for Team Accounts, only designated Admins retain access to the billing and payment flows within the Platform (including payment method updates, invoice review, and the Cancel Subscription / Reactivate controls referenced in Clause 4.1) for the sole purpose of resolving the delinquency; and (c) for Individual Accounts, the account holder retains access solely to the billing and payment flows (including payment method updates and the Cancel Subscription / Reactivatecontrols referenced in Clause 4.1) to resolve the delinquency. Edilitics may use alternative payment methods on file and may assess a late charge of 1.5% per month (or the maximum permitted by law, if lower) on overdue balances. Restoration of full access will occur upon successful payment of all outstanding amounts.

Good-Faith Disputes: Edilitics will not exercise its late-fee or continued-suspension rights with respect to amounts timely disputed in good faith, provided you (i) notify Edilitics in writing within ten (10) days of invoice receipt, (ii) reasonably describe the dispute, and (iii) cooperate diligently to resolve it. Undisputed amounts must be paid when due.

Plan Changes; Upgrades; Proration: Mid-term upgrades (e.g., increasing Base or Add-on License counts) will be billed pro-rata for the remainder of the then-current Subscription Term. Downgrades, reductions, or cancellations take effect at the next renewal and do not entitle you to refunds or credits, except where required by law or expressly agreed in an Order Form.

Quota Exhaustion; Overages: The Services are quota governed (not overage-billed). If included monthly quotas are exhausted, you must (i) wait until the next monthly issuance, or (ii) purchase Add-on Packs. Edilitics may present in-product purchase options and exhaustion notices to Admins (Team Accounts) and to the account holder (Individual Accounts).

No Set-Off; No Withholding: All payments under these Terms shall be made without set-off or counterclaim and free and clear of, and without, any deduction or withholding, except as required by law. If any deduction or withholding is required, you shall pay such additional amounts as necessary to ensure that Edilitics receives the full amount it would have received but for the deduction or withholding.

Audit of License Entitlements: To ensure compliance with plan limits and seat entitlements (including Add-on License ratios), you authorize Edilitics to review Workspace license assignments and usage telemetry. If a variance is identified, you agree to promptly adjust entitlements or purchase incremental licenses. Repeated non-compliance constitutes a material breach and may result in suspension pursuant to these Terms.

License Grant; Restrictions: Subject to your continued compliance with these Terms, Edilitics grants you a limited, non-exclusive, non-transferable (except as expressly permitted herein), revocable license to access and use the Services during the applicable Subscription Term solely for your internal business purposes and in accordance with the Agreement (including the AUP in Article 8). Except as expressly permitted by law or by Edilitics in writing, you shall not (i) sublicense, rent, lease, sell, resell, transfer, or otherwise make the Services available to any third party; (ii) copy, modify, adapt, translate, or create derivative works of the Services; (iii) reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure or algorithms of the Services; or (iv) access the Services in order to build a competitive product or service.

Customer Data; Ownership; Limited License to Edilitics: As between the parties, you retain all right, title, and interest in and to Customer Data (including data, files, schemas, configurations, and outputs you upload or generate using the Services). You grant Edilitics a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely to provide, maintain, secure, support, and improve the Services (including telemetry and troubleshooting) and to comply with law. Edilitics does not sell Customer Data. Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquired Customer Data.

Storage; Data Residency; Security: Unless otherwise agreed in an Order Form, primary hosting and processing occur in Edilitics’ Google Cloud tenancy in the Asia-South (India) region with encryption in transit and at rest. International transfers (e.g., for support or model endpoints) may occur subject to appropriate safeguards. Edilitics maintains administrative, physical, and technical safeguards consistent with industry standards. Further details are set forth in the Privacy Policy.

AI Features; Inference-Only; User-Controlled Context: Certain Modules (including AskEdi, Integrate, and Vizualize) may transmit user-authorized context to approved model providers strictly for inference - that is, to generate a response to your prompt in real time. “Inference-only” means: (i) Customer Data provided for AI features is used solely to process the request and return an output; (ii) it is not used to train, fine-tune, or improve the model or any third-party product by default for enterprise/API usage; (iii) it is not retained or repurposed beyond what is technically necessary for delivery, security, abuse prevention, and legal compliance; and (iv) no human review occurs except where reasonably required to investigate abuse, security incidents, or legal obligations. Session-level controls allow Users/Admins to include or exclude specific fields/columns and to apply data minimization. Edilitics maintains audit logs for AI requests (timestamps, request IDs, provider and policy references, and response summaries) for governance and abuse prevention. Additional data protection commitments may apply under an executed DPA.

Ephemeral Compute; Run History; Retention: Replicate and Transform execution flows run in ephemeral, short-lived compute environments (e.g., Cloud Run jobs) that are instantiated per execution and destroyed after completion; no Customer Data is written to persistent storage within such environments. For transparency and support, Edilitics maintains Run History (execution metadata and outcome artifacts as applicable) that is visible to authorized Users. Run History is retained while the relevant flow remains active and is deleted when the underlying flow is deleted. In addition, older operational logs may be periodically pruned under Edilitics’ audit and operations retention schedule. Such logs are not used for marketing or profiling.

Outputs; Service IP: Subject to third-party rights and applicable law, you own the outputs you generate from your lawful use of the Services (“Customer Outputs”). Edilitics and its licensors retain all intellectual property rights in and to the Services, underlying software, models, prompts/templates, UI/UX, and all upgrades, updates, and modifications thereto. No rights are granted to you other than as expressly set forth in these Terms.

Seat Transfers; Reassignment; Individual vs. Team: (i) Individual Accounts are single-user workspaces and do not support Add-on Licenses (Viz Viewer + AskEdi). Individuals may purchase Add-on Prompt/Compute Packs that do not expire until consumed. (ii) Team Accounts may purchase Base and Add-on Licenses. Within a Team Workspace, any License (Base or Add-on) may be reassigned to a different User only after the prior User is deleted or deactivated, and no concurrent sharing is permitted. Add-on Licenses do not carry separate AskEdi quotas; usage draws from the Team’s pooled Prompt Quota and any Add-on Prompt Packs, as described in Article 4.

Third-Party Services and Integrations; Vendor Due Diligence: The Services may interoperate with third-party products and services (e.g., identity providers, Slack, payment processors, analytics, or model endpoints). Your use of third-party services is governed by such third party’s terms, not this Agreement. Edilitics exercises commercially reasonable diligence in selecting and onboarding service providers, including confidentiality undertakings, security controls appropriate to the risk, and, where applicable, data-processing terms and transfer safeguards. Edilitics maintains a list of approved subprocessors (see Privacy Policy - Article 8 (Our Subprocessors & Infrastructure Partners)) and may update it from time to time. Notwithstanding the foregoing, Edilitics does not control and is not responsible for the availability, performance, security posture, or legal compliance of third-party services, and shall have no liability for acts or omissions of such third parties, except to the extent caused by Edilitics’ own breach of this Agreement.

Content Standards; Takedown: You shall not upload or process content that is unlawful, defamatory, infringing, or otherwise violates the rights of others or the AUP. Edilitics may remove or disable access to Customer Data or Outputs where reasonably necessary to comply with law, protect the rights or safety of others, or enforce the Agreement, and will provide notice where legally permitted.

Feedback: You may provide ideas, suggestions, and feedback about the Services (“Feedback”). You grant Edilitics a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to use and exploit Feedback without restriction or obligation, provided that no Customer Data is disclosed in a manner that identifies you or your Workspace.

Open-Source and Third-Party Components: The Services may include or be distributed with components subject to separate open-source or third-party license terms. To the extent of any conflict between such terms and these Terms with respect to those components, the separate license terms govern your use of those components. A list of applicable notices and licenses is available upon request and may be updated over time to reflect new or revised components.

Global Availability; Territorial Compliance: Edilitics offers the Platform globally and does not restrict sign-ups based on location, subject to applicable law. You are solely responsible for complying with local laws, import/export controls, and sanctions regimes that apply to your access and use. Nothing in these Terms shall be construed as Edilitics (i) submitting to the jurisdiction or regulatory requirements of any territory except as required by law, or (ii) soliciting where such solicitation would be unlawful. Edilitics may restrict or discontinue access where required to comply with law (including export control or sanctions). Pricing and currency options (including INR and USD as described in Article 4) are offered for convenience and do not constitute a representation that the Services are appropriate or lawful in any particular jurisdiction.

Service Availability; Maintenance; Changes: The Platform may be subject to planned maintenance windows and emergency maintenance. We reserve the right to modify the format, features, or content of the Platform, or to suspend operation of the Platform in whole or in part (including particular Modules or features), for support, maintenance, security, legal, or operational reasons, at any time. In-product or email notice may be provided where reasonably practicable. Suspension or modification in accordance with this Clause does not relieve you of payment obligations incurred prior to such suspension or modification.

Account Monitoring; Fraud and Abuse Prevention: We may monitor usage patterns (including authentication events, license assignments, prompt/compute consumption, network telemetry, and anomaly signals) to prevent fraud, abuse, or violations of the Agreement. We reserve the right to initiate legal proceedings for fraudulent use or unlawful acts or omissions. In the event of detection of any fraudulent or declined transaction, prior to or without initiation of legal action, we may immediately suspend or delete the affected Account or Workspace and dishonor all pending orders without liability. For the purpose of this clause, we shall owe no liability for any refunds, except where required by law.

Authorized Use; Prohibited Actions: We authorize you to view and access the Platform solely for your internal business purposes and to refrain from any actions that endanger the functionality, security, or operation of the Platform. You are expressly prohibited from probing, scanning, or testing the vulnerability of the Platform or associated systems; bypassing or attempting to bypass security controls; injecting or integrating malicious code; or attempting to access data or resources outside your authorized scope. Additional prohibitions are set out in the AUP (Article 8).

Suspension; Billing-Only Access; Termination: We may suspend or restrict access to all or part of the Services (including, without limitation, prompt execution, compute jobs, license-gated features, or specific Modules) if: (a) required by law or a governmental order; (b) we reasonably believe you have violated the Agreement (including the AUP) or engaged in fraud or abuse; (c) there exist security, integrity, or operational risks; or (d) amounts are past due or a payment method fails, in which case only billing and payment flows remain accessibleto Workspace Admins (Team Accounts) or the account holder (Individual Accounts), as described in Article 4 (Payment). We reserve the right to terminate access to the Platform at any time for material breach or persistent non-compliance. Upon termination, you must immediately cease use of the Platform and destroy any downloaded or printed materials in your possession. Any provision that by its nature should survive termination shall so survive.

Definition of Confidential Information: “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether oral, written, visual, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes, without limitation, Customer Data, schemas, configurations, prompts, and outputs; Edilitics’s Confidential Information includes the Services, product roadmaps, pricing that is not publicly available, security documentation, and usage telemetry. Confidential Information of each party includes the terms and conditions of these Terms and any Order Form(s), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes.

Exclusions: Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes generally known to the public without breach of any obligation to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Customer Data is not subject to the foregoing exclusion merely because elements of it are public.

Protection; Use; Standard of Care: The Receiving Party will: (i) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but no less than reasonable care; (ii) use the Disclosing Party’s Confidential Information solely for purposes of exercising rights or performing obligations under the Agreement; and (iii) limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors, professional advisors, and service providers (including approved subprocessors) who have a need to know such information for the purposes of the Agreement and who are bound by confidentiality obligations no less protective than those herein. For clarity, Edilitics’s use of Customer Data is further limited by Article 5 and the Privacy Policy.

Permitted Disclosures to Subprocessors and Providers: Edilitics may disclose Customer Data and your Confidential Information to its subprocessors and infrastructure/model providers solely to the extent necessary to provide the Services, subject to written agreements imposing confidentiality, security, and data-protection obligations substantially similar to those set out in these Terms and the Privacy Policy. Current subprocessors are listed in the Privacy Policy (Article 8) and may be updated from time to time.

Compelled Disclosure: The Receiving Party may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation to seek a protective order or other appropriate remedy. If disclosure is nonetheless required, the Receiving Party will disclose only the portion of Confidential Information legally required to be disclosed.

Return/Deletion; Residuals: Upon written request of the Disclosing Party or upon termination/expiration of the Agreement, the Receiving Party will promptly return or delete the Disclosing Party’s Confidential Information in its possession or control, except that: (i) the Receiving Party may retain copies required to comply with law or bona fide backup, archival, or audit requirements (which copies remain subject to these confidentiality obligations until deleted); and (ii) the Receiving Party may retain Residuals (information retained in unaided memory by persons who have had access to Confidential Information) provided that such Residuals are not used to circumvent the Agreement or infringe any intellectual property rights.

Security Measures; Incident Response: Each party will implement appropriate technical and organizational measures to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction. In the event of a confirmed security incident affecting Confidential Information, the impacted party will notify the other party without undue delay and provide information reasonably available for the other party to meet applicable legal obligations. Additional incident and breach response terms applicable to Customer Data are set forth in the Privacy Policy.

No License; Equitable Relief: Except as expressly set forth herein, no rights or licenses to Confidential Information are granted or implied. The parties agree that a breach or threatened breach of this Article 7 may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party is entitled to seek injunctive or other equitable relief (without requirement to post bond) in addition to any other remedies available at law or in equity.

Survival: The obligations in this Article 7 will survive for the longer of three (3) years after termination or expiration of the Agreement or the period required by applicable law; with respect to trade secrets, obligations survive for so long as such information remains a trade secret under applicable law.

Purpose; Incorporation: This Acceptable Use Policy (“AUP”) governs access to and use of the Services and is incorporated by reference into these Terms. Capitalized terms have the meanings set forth in the Agreement. Violations of this AUP constitute a material breach and may result in Suspension or Termination under the Agreement, without refund, in addition to any other remedies available at law or in equity.

Account Integrity; Seat and License Compliance: You shall not (a) share login credentials among multiple individuals; (b) allow concurrent use of a single seat by more than one User; (c) create or use accounts or Workspaces in a manner that circumvents plan limits, quotas, or License counts (including Add-on Licenses); (d) artificially pool or proxy usage across unrelated organizations; or (e) automate account creation without prior written consent from Edilitics. Seat reassignment is permitted only as expressly allowed in Articles 2 and 5.

Security Restrictions: You shall not, directly or indirectly, (a) probe, scan, or test the vulnerability of the Services or any associated system or network; (b) bypass, defeat, or otherwise circumvent any access control or rate limit; (c) introduce malware, trojans, or other malicious code; (d) interfere with or disrupt the operation of the Services (including deliberate traffic flooding, resource exhaustion, or “denial of service” activities); or (e) attempt to access data or resources outside your authorized scope. Good-faith security research requires Edilitics’s prior written authorization.

Prohibited Content and Conduct: You shall not use the Services to upload, process, generate, or transmit content that is (a) unlawful, defamatory, harassing, hateful, deceptive, fraudulent, threatening, or invasive of privacy; (b) infringes or misappropriates intellectual property or other proprietary rights; (c) sexually explicit or exploits minors; (d) promotes or facilitates violence, self-harm, or criminal activity; (e) contains personal data that you lack a lawful basis to process; or (f) violates export control, sanctions, or other applicable law.

AI-Specific Restrictions: With respect to AI-enabled features (including AskEdi), you shall not (a) submit prompts intended to generate or facilitate malware, phishing, or other exploitative content; (b) attempt to extract underlying model parameters, training data, or system prompts; (c) rely on AI outputs as a substitute for professional advice (legal, medical, financial, or otherwise) without independent verification; (d) remove or suppress safety instructions or content filters; (e) use outputs to train models or systems in violation of third-party terms; or (f) use AI outputs to violate privacy or publicity rights, including unauthorized profiling or surveillance. You must validate any AI-assisted outputs prior to production or business-critical use.

Quota, Rate Limit, and Compute Abuse: You shall not (a) manipulate or attempt to circumvent Prompt or Compute Quotas, rate limits, or metering; (b) initiate workloads intended solely to degrade service quality or exhaust shared resources; (c) benchmark, stress test, or publish performance data about the Services or AI features without Edilitics’s prior written consent; or (d) resell prompts, compute, or access to the Services without an authorized reseller agreement.

Data Protection; Sensitive Data: You are responsible for ensuring you have a lawful basis to process personal data in the Services and for complying with applicable data-protection laws. The Services are not designed for, and you shall not intentionally submit, protected health information under HIPAA or other categories of highly sensitive personal data unless expressly permitted by an Order Form and applicable DPA with appropriate safeguards configured. See the Privacy Policy for additional details.

Third-Party Services; Scraping; Misuse: You shall not (a) use the Services to harvest, scrape, or collect information from the Platform or third-party services in violation of their terms; (b) impersonate any person or entity or misrepresent your affiliation; (c) send unsolicited mass communications or spam; or (d) operate non-permissioned relays, open proxies, or recursive DNS services via the Platform.

Export Control and Sanctions: You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in an embargoed or comprehensively sanctioned jurisdiction and are not a denied, restricted, or debarred party. You shall not use the Services in violation of applicable export control or sanctions laws and shall not permit access to the Services by sanctioned or prohibited parties.

Monitoring; Enforcement: Edilitics may monitor usage for compliance, service integrity, fraud prevention, security, and quota management, and may investigate any suspected violation of this AUP. Edilitics may remove or disable access to content, suspend accounts or features (including billing-only access per Articles 4 and 6), throttle or rate limit usage, or terminate the Agreement for material or repeated violations, with or without notice where immediate action is warranted.

Reporting; Cooperation: To report a suspected AUP violation, contact support@edilitics.com. You agree to cooperate with Edilitics in addressing violations and security incidents, including providing necessary information to verify your identity, usage, and license entitlements.

Reservation of Rights: Nothing in this AUP limits any other right or remedy of Edilitics under the Agreement or applicable law. Edilitics may update this AUP from time to time to reflect evolving security practices, legal requirements, or service capabilities. Material updates will be communicated via in-product notice or email where reasonably practicable.

Service Warranty (Limited): Edilitics warrants that the Services will substantially conform to the functionality set forth in the Agreement and applicable documentation, when used in accordance therewith. This limited warranty does not apply to issues caused by factors outside Edilitics’ reasonable control, your systems or networks, third-party services, or use of the Services in violation of the Agreement (including the AUP).

Customer Data Warranty: By importing, storing, or processing Customer Data, You affirm, represent, and warrant that:

You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Edilitics and users of the Service to use and distribute Your Customer Data, as necessary, to exercise the licenses granted by You in these Terms including, but not limited to, Your applicable license agreement with the applicable Cloud Provider;

Your Customer Data and the use thereof as contemplated herein, does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

Customer Service Warranty: You agree that Information is being supplied to you on the condition that you will make your own determination as to the suitability of such information for your purpose prior to use or in connection with the making of any decision. No Services, offerings or otherwise (“Information”) on the Platform shall constitute an invitation to invest in us or any affiliates. Any use of this Platform or the Information is at your own risk.

Information Accuracy: We will endeavor to ensure that all information and recommendations, whether in relation to the Information, are correct at the time of inclusion on the Platform. We do not guarantee the accuracy of the Information. We make no representations or warranties as to the completeness or accuracy of Information.

Service Availability Disclaimer: Edilitics does not covenant or provide any representations and warranties that the Services will be made available at all times. Planned and emergency maintenance, third-party outages, and other factors may affect availability (see Article 6).

Third-Party Sites and Content: Neither we, nor our affiliates, nor their officers, employees, or agents shall be liable for any loss, damage, or expense arising out of any access to, use of, or reliance upon, this website, the Information, or any third-party website linked to this Platform. We are not responsible for the content of any third-party sites and do not make any representations regarding the content or accuracy of material on such sites. If you decide to access links of any third-party platforms, you are doing so entirely at your own risk and expense.

Customer Data Disclaimer: Except as otherwise set forth herein, Edilitics expressly disclaims any and all liability in connection with accuracy and source of Customer Data processed using its Services. Edilitics is under no obligation to edit or control Customer Data that You import to or make available through the Services. Edilitics may, at any time without prior notice, remove any Customer Data that violates these Terms or applicable law, or which violates the rights of a third party or Edilitics.

No Patent or Non-Infringement Assurance: Nothing contained herein is to be construed as a recommendation to use any Service, process, equipment, or formulation, in conflict with any patent, or otherwise, and we make no representation or warranty, express or implied, that the use thereof will not infringe any patent or other rights.

No Sensitive Use: You acknowledge that the Services are not designed, intended, or authorized to process sensitive information or data, including, but not limited to, protected health information as defined under HIPAA, or other sensitive data of You, a User, or a third party (collectively “Sensitive Information”). You shall not use the Services for such purposes or under such circumstances or to process or store Sensitive Information unless expressly permitted by an Order Form and applicable DPA with appropriate safeguards configured. Edilitics is not aware of, and has no method of detecting whether or not any Customer Data constitutes Sensitive Information. EDILITICS EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH ITS ACCESS TO, STORAGE OF, OR PROCESSING OF ANY SENSITIVE INFORMATION. You shall indemnify Edilitics for any claims arising from Your breach of this Section and Article 8.7.

AS-IS / AS-AVAILABLE (General): EXCEPT FOR THE LIMITED SERVICE WARRANTY IN CLAUSE 9.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND THE SERVICES (INCLUDING AI FEATURES) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED.

Company Disclaimer (Operations/Incidents): To the extent permitted by applicable law, We, our officers, agents, employees, and directors, disclaim any liability against any loss, damage, expenses, liabilities, claim, or injury caused due to failure of performance, omission, defect of products, deletion, interruption, error, delay, malware/virus, communication line failure, unauthorized access, theft, destruction, alteration, or use of records on the Platform.

Verification; No Reliance for Business-Critical Decisions: Outputs generated or displayed via the Services - including, without limitation, Replicate and Transform run results, Vizualize dashboards and charts, AskEdi AI-powered analyses, AI Columns/insights, summaries, and any derived metrics - may be probabilistic, incomplete, or contain inaccuracies and are intended for assistive purposes only. You are solely responsible for independently evaluating, validating, and verifying the accuracy, completeness, fitness, and legality of any Output and any underlying Customer Data before using it for production, business, financial, operational, safety, or regulatory purposes. Edilitics disclaims all liability for decisions or actions taken based on Outputs or visualizations. For regulated or high-risk/impact use cases, you must implement appropriate human review, controls, and safeguards commensurate with the risk. See also Article 8 (AUP), including Clause 8.5.

Limitation of Remedies for Warranty Breach: Your sole and exclusive remedy for breach of the limited Service Warranty in Clause 9.1 shall be, at Edilitics’ option and expense: (a) re-performance of the non-conforming Services; or (b) if re-performance is not commercially reasonable, termination of the affected Services with a pro-rata refund of any prepaid, unused Fees for the remainder of the Subscription Term for the affected Services. This Clause 9.13 does not limit Article 14 (Limitation of Liability).

Export Tools; Data Transfers: Edilitics may provide tools within the Services that enable You to export information, including Customer Data, either in downloadable form or directly to third-party services (“Export Tools”). By using Export Tools, You instruct and authorize Edilitics to transfer such information (including personal data, if included) to the destination and in the format You select. You are solely responsible for configuring export destinations, permissions, and formats and for complying with applicable laws and third-party terms.

Destination Services; Your Responsibility: Exports delivered to third-party services are processed under such third party’s terms and policies, not this Agreement. Edilitics does not control, and is not responsible for, the availability, security, retention, deletion, or legal compliance of any destination service. You must verify that the destination service is appropriate for the exported content (including personal data) and that adequate safeguards are in place.

Export Tools Disclaimer: YOU ACKNOWLEDGE THAT EXPORT TOOLS MAY NOT MEET YOUR PARTICULAR REQUIREMENTS AND THAT INFORMATION EXPORTED USING EXPORT TOOLS (INCLUDING CUSTOMER DATA) MAY BE INCOMPLETE, CORRUPTED, OR OTHERWISE NOT USABLE, DEPENDING ON YOUR CONFIGURATION, DESTINATION LIMITATIONS, OR THIRD-PARTY OUTAGES. Edilitics disclaims liability for issues arising from destination services or Your configurations, except to the extent caused by Edilitics’ breach of this Agreement.

Verification; Risk Use: Exports, including data feeds used for Replicate, Transform, Vizualize, or external analytics, are for assistive purposes only. You are solely responsible for validating exported data before production or business-critical use. See Article 9, Clause 9.12 (Verification).

Ownership of the Services and Content: The Platform and Services are owned and operated by Edilitics. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, documentation, templates, prompts, and all other elements of the Services (collectively, the “Service Content”) are protected by applicable intellectual property and proprietary rights and laws. Except for Customer Data and Customer Outputs (as described in Article 5), all Service Content is the property of Edilitics or its third-party licensors. Edilitics and its licensors reserve all rights in and to the Service Content not expressly granted herein.

Limited License to Use Service Content: Subject to your continued compliance with these Terms, Edilitics grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service Content solely in connection with your permitted use of the Services and solely for your internal business purposes during the Subscription Term. This license does not include any rights to: (a) publish, publicly display, or publicly perform the Service Content except as enabled by the Services; (b) use the Service Content for the benefit of any third party (other than your authorized Users) without Edilitics’s prior written consent; or (c) remove or alter any proprietary notices.

Restrictions: Except as expressly permitted by law or authorized in writing by Edilitics, you shall not: (a) copy, reproduce, modify, adapt, translate, create derivative works based upon, or otherwise exploit the Service Content; (b) distribute, license, sublicense, sell, lease, rent, assign, transfer, display, disclose, or otherwise make available the Service Content to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or non-public APIs of the Services; (d) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or (e) use the Service Content for any purpose not expressly permitted by these Terms.

Reservation of Rights; No Implied Licenses: Except for the limited licenses expressly set forth in these Terms, no rights or licenses (express, implied, by estoppel, or otherwise) are granted to you under any intellectual property rights owned or controlled by Edilitics or its licensors, including any rights in patents, copyrights, trade secrets, database rights, or moral rights. As between the parties: (i) you retain all rights in Customer Data and, subject to third-party rights and applicable law, Customer Outputs (see Article 5); and (ii) Edilitics retains all rights in the Services and Service Content.

Notice of Claimed Infringement; Takedown: If you believe that any material available on or through the Services infringes a copyright or other intellectual property right, please notify us at support@edilitics.com with the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed; (b) identification of the work(s) claimed to have been infringed; (c) identification of the material that is claimed to be infringing, including information reasonably sufficient to permit us to locate the material; (d) your contact information (name, address, telephone, and email); (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the rights owner, its agent, or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the right that is allegedly infringed. Edilitics may remove or disable access to the challenged material and may terminate repeat infringers’ accounts in appropriate circumstances.

Ownership; Scope: All trade names, trademarks, service marks, logos, trade dress, and brand features associated with Edilitics, the Platform, and the Services (including without limitation “Edilitics,” any associated logos, and names of Modules such as AskEdi, Integrate, Vizualize, Transform, and Replicate) (collectively, the “Marks”) are the property of Edilitics or its licensors. Except as expressly authorized in writing by Edilitics, you shall not use the Marks or any confusingly similar designation in any manner.

No Implied License; Quality Control: Nothing in these Terms grants, by implication, estoppel, or otherwise, any license or right to use the Marks. Any permitted use of the Marks shall inure solely to the benefit of Edilitics and shall be subject to Edilitics’s then-current brand guidelines and quality control requirements, which Edilitics may provide or update from time to time. Upon notice from Edilitics, you will promptly modify or cease any use of the Marks that Edilitics determines in its reasonable discretion to be non-compliant or detrimental.

Prohibited Uses: Without limiting the foregoing, you shall not (a) use the Marks in or as part of your corporate, trade, or personal name, domain name, social handle, application name, or product name; (b) use meta tags or hidden text incorporating the Marks; (c) display the Marks in a manner that suggests affiliation, endorsement, sponsorship, or certification by Edilitics; (d) alter or modify the Marks, including proportion, color, or composition; (e) combine the Marks with other words, symbols, or designs to create a composite mark; or (f) use the Marks in any way that disparages, dilutes, or otherwise harms the goodwill associated with the Marks or Edilitics.

Fair Use and Compatibility Statements: You may make referential, truthful statements about the Services (e.g., “works with Edilitics”) provided such statements do not imply endorsement or sponsorship and comply with applicable law and fair use principles. Any comparative or compatibility claims must be substantiated, accurate, and not misleading.

Reservation of Rights; Remedies: Edilitics reserves all rights not expressly granted in this Article. Unauthorized use of the Marks may constitute trademark infringement, unfair competition, passing off, or other violations of law. Edilitics may seek injunctive relief, damages, and any other remedies available at law or in equity.

By You (Customer Indemnity): You shall defend, indemnify, and hold harmless Edilitics, its Affiliates, and their respective officers, directors, employees, contractors, and agents (collectively, “Edilitics Indemnitees”) from and against any and all third-party claims, demands, actions, governmental inquiries, investigations, fines, or proceedings (collectively, “Claims”), and all resulting liabilities, damages, settlements, penalties, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or related to: (a) Your Customer Data, including alleged infringement, misappropriation, violation of privacy/publicity rights, or other violation of law; (b) Your use of the Services in violation of the Agreement (including the AUP), applicable law, or third-party terms/policies (e.g., destination services for exports); (c) Your processing of personal data without a lawful basis or in breach of applicable data-protection laws; (d) Your combination of the Services with materials, software, or data not supplied by Edilitics, or Your modifications to the Services; (e) Your violation of export control or sanctions laws; and (f) any dispute between You and Your Users, customers, or personnel. This Clause 13.1 does not apply to the extent a Claim is expressly covered by Edilitics’ indemnity in Clause 13.2.

By Edilitics (IP Indemnity): Edilitics shall defend, indemnify, and hold You and Your Affiliates, and Your/their respective officers, directors, and employees (collectively, “Customer Indemnitees”) harmless from and against third-party Claims alleging that Your authorized use of the Services, as provided by Edilitics and used in accordance with the Agreement, directly infringes a patent, copyright, or trademark, or misappropriates a trade secret under applicable law, and shall pay all damages and costs (including reasonable attorneys’ fees) finally awarded against a Customer Indemnitee by a court of competent jurisdiction (or payable under a court-approved settlement to which Edilitics agrees).

Edilitics Exclusions: Edilitics’ obligations under Clause 13.2 do not apply to Claims to the extent arising from: (a) Customer Data or third-party materials; (b) use of the Services in combination with products, data, content, or services not supplied by Edilitics, where the Claim would not have arisen but for such combination; (c) modifications to the Services not made by Edilitics; (d) Your use of the Services not in accordance with the Agreement or documentation; (e) Your failure to use a substantially non-infringing update or modification provided by Edilitics within a reasonable time; or (f) free, beta, trial, or evaluation features. For clarity, Edilitics has no indemnity obligation for third-party destination services used with Export Tools (Article 10) or for OSS components to the extent governed by separate licenses (Article 5.11).

Possible Infringement; Remedies: If the Services (or any component thereof) become, or in Edilitics’ reasonable opinion are likely to become, the subject of an IP Claim, Edilitics may, at its expense and in its discretion: (a) procure for You the right to continue using the Services; (b) replace or modify the Services so that they are non-infringing and materially equivalent in functionality; or (c) if the foregoing options are not commercially reasonable, terminate the affected Services and provide a pro-rata refund of any prepaid, unused Fees for the remainder of the Subscription Term for the terminated Services. THIS CLAUSE 13.4, TOGETHER WITH CLAUSE 13.2, STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND EDILITICS’ ENTIRE LIABILITY, FOR ANY IP INFRINGEMENT OR MISAPPROPRIATION CLAIM RELATING TO THE SERVICES.

Procedure: The indemnified party (“Indemnified Party”) must: (i) promptly notify the indemnifying party (“Indemnifying Party”) in writing of the Claim (provided that a failure to give prompt notice will only relieve the Indemnifying Party of its obligations to the extent it is materially prejudiced thereby); (ii) grant the Indemnifying Party sole control of the defense and settlement of the Claim (except that the Indemnifying Party may not settle any Claim in a manner that imposes any admission of liability or non-monetary obligation on the Indemnified Party without its prior written consent, not to be unreasonably withheld); and (iii) provide the Indemnifying Party with reasonable cooperation and assistance, at the Indemnifying Party’s expense.

Apportionment; Limits Unaffected: Each party’s indemnification obligations shall be proportionate to its degree of fault as determined by a final adjudication or agreed settlement. Nothing in this Article 13 limits the disclaimers in Article 9 or the liability caps and exclusions in Article 14.

Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDILITICS OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR INACCURACY OF DATA; BUSINESS INTERRUPTION; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR FAILURE OF SECURITY MEASURES, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EDILITICS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

Aggregate Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDILITICS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (INCLUDING THESE TERMS, THE PRIVACY POLICY, THE AUP, AND ANY ORDER FORM), FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO EDILITICS FOR ACCESS TO AND USE OF THE SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR FREE, TRIAL, BETA, OR NO-FEE FEATURES, EDILITICS’ TOTAL LIABILITY IS LIMITED TO INR ₹10,000 (TEN THOUSAND) IN THE AGGREGATE.

Carve-Outs; Mandatory Law: The exclusions and limitations in this Article 14 shall not apply to the extent prohibited by applicable law, including liability for death or personal injury caused by a party’s negligence, or for fraud or fraudulent misrepresentation. Nothing in the Agreement limits Your payment obligations for Fees properly due under an Order Form or Article 4.

Specific Categories Clarified: Without limiting Clause 14.1: (a) Edilitics shall not be responsible for any loss resulting from Your reliance on Outputs, visualizations, AI analyses, or run results without independent verification as required by Clause 9.12; (b) Edilitics shall not be liable for third-party destination services used with Export Tools (Article 10) or for configurations You control; and (c) Edilitics shall not be liable for delays or failures due to maintenance windows, Force Majeure (Article 16), or outages of upstream providers, except to the limited extent expressly set out in the Agreement.

Apportionment; Mitigation: Damages, if any, shall be reasonably apportioned to each party’s degree of fault. Each party shall take reasonable steps to mitigate losses, including implementing backups, access controls, review/approval workflows, and validation of critical calculations and dashboards before production use (see Clause 9.12).

Exclusive Remedies; Essential Purpose: The remedies expressly provided in the Agreement (including Clause 9.13 and Article 13) are Your sole and exclusive remedies with respect to the Services. The limitations and exclusions in this Article 14 apply even if a remedy fails of its essential purpose.

Multiple Claims; Aggregation: Multiple claims, demands, or causes of action do not enlarge the liability cap set out in Clause 14.2, which applies in the aggregate to all claims arising during the relevant period.

Governing Law: These Terms, the Agreement (including the Privacy Policy, AUP, and any Order Form), and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles that would result in the application of the laws of any other jurisdiction.

Forum; Jurisdiction: Subject to Clause 15.4 (Injunctive Relief), You agree that the courts located in Mumbai, Maharashtra, India shall have exclusive jurisdiction over all disputes arising from or relating to the Agreement, and You irrevocably submit to the personal jurisdiction and venue of such courts.

No Other Forums; Convenience: You waive any objection based on improper venue or inconvenient forum with respect to proceedings brought in the courts specified in Clause 15.2. Service of process may be effected by email to Your registered admin contact or by courier to Your address on file, without prejudice to other methods permitted by law.

Injunctive and Equitable Relief: Notwithstanding Clause 15.2, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin actual or threatened misuse or unauthorized disclosure of Confidential Information, infringement or misappropriation of intellectual property rights, or violation of access controls, without the necessity of posting bond.

Compliance with Laws; Export/Trade Controls: Each party shall comply with all applicable laws in connection with the Agreement, including data protection, anti-corruption, and export control/sanctions regimes. Edilitics may restrict or discontinue access if required to comply with applicable law or governmental order (see Articles 6 and 8.9).

Definition; Scope: Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) under the Agreement to the extent such delay or failure is caused by events beyond its reasonable control (“Force Majeure Event”). Force Majeure Events include, without limitation: acts of God; natural disasters; fire; flood; earthquake; epidemic, pandemic, or public health emergency; war, civil commotion, terrorism, or sabotage; labor disputes or strikes (excluding those solely involving the nonperforming party’s workforce); failures or outages of telecommunications, networks, power, or the public internet; denial-of-service or other hostile network attacks; failures, interruptions, or material degradation of third-party hosting, cloud, LLM, or SaaS providers (including hyperscalers); embargoes, export restrictions, or sanctions; governmental actions, orders, or regulations; and any other event that is not reasonably foreseeable or is otherwise beyond the reasonable control of the affected party.

Suspension; Extension of Time: During a Force Majeure Event, the affected party’s performance will be excused and the time for performance will be extended for the duration of the Force Majeure Event and a reasonable period thereafter to restore operations. Edilitics may suspend all or part of the Services where reasonably necessary to address or mitigate a Force Majeure Event (see also Article 6).

Notice; Mitigation: The affected party shall provide prompt notice describing the nature and expected duration of the Force Majeure Event (where practicable) and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably possible.

Payments; Credits: Your payment obligations for Fees already accrued or invoiced remain due notwithstanding a Force Majeure Event. If a Force Majeure Event materially prevents your use of the core, paid Services for thirty (30) consecutive days, you may request a pro-rata service credit for the impacted period or, if Edilitics reasonably determines restoration is not commercially feasible within a reasonable time, a pro-rata refund of prepaid, unused Fees for the affected portion of the Subscription Term. Service credits or refunds are your sole remedy in such case and are not available for free, trial, or beta features.

Termination for Extended Force Majeure: If a Force Majeure Event continues to materially prevent performance of a material obligation for more than sixty (60) consecutive days, either party may terminate the affected Order Form(s) upon written notice to the other party. In such case, Edilitics will provide a pro-rata refund of any prepaid, unused Fees for the terminated portion of the Subscription Term for the affected Services, and no further liability shall accrue to either party by reason of such termination (without limiting accrued rights and obligations).

Exclusions: A party’s financial hardship, changes in market conditions, or failures of subcontractors or vendors that are not themselves caused by a Force Majeure Event do not constitute Force Majeure Events. For clarity, upstream outages at major cloud or network providers are treated as Force Majeure Events under Clause 16.1.

No Waiver of Rights: No failure or delay by either party in exercising any right, power, or privilege under the Agreement (including these Terms, the Privacy Policy, the AUP, and any Order Form) shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Written Waivers Only: Any waiver, consent, or modification to the Agreement is effective only if in writing and signed (which may include electronic signatures or in-product acceptance flows) by the party against whom enforcement of such waiver, consent, or modification is sought. No other act, document, usage, or custom shall be deemed a waiver.

Course of Dealing; No Implied Waivers: The parties acknowledge that their course of performance or course of dealing, including any acceptance of late payments, provision of temporary grace periods, or failure to strictly enforce quotas, rate limits, or seat/license constraints, shall not constitute a waiver of any right under the Agreement or an amendment thereto.

Cumulative Remedies: Except as expressly provided otherwise in the Agreement, all rights and remedies are cumulative and not exclusive of any rights or remedies provided by law or equity. A waiver on one occasion shall not be construed as a waiver on any other occasion.

Severability; Reformation: If any provision of the Agreement (including these Terms, the Privacy Policy, the AUP, or any Order Form) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions of the Agreement shall remain in full force and effect. The parties further agree that any such invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the parties.

Essential Purpose Preserved: The parties acknowledge and agree that the essential purposes of the Agreement - including, without limitation, allocation of risk (Articles 9 and 14), confidentiality (Article 7), intellectual property (Article 11), acceptable use (Article 8), payment and subscription mechanics (Article 4), license scope (Article 5), and governing law/jurisdiction (Article 15) - shall be preserved notwithstanding any severance or reformation under Clause 18.1.

No Public Policy Waiver: Nothing in this Article 18 shall be construed to require enforcement of any provision in a manner contrary to applicable public policy; rather, such provision shall be given effect only to the extent consistent with applicable law and public policy.

Right to Amend: Edilitics may amend or modify these Terms, the AUP, the Privacy Policy, and any incorporated policies, guidelines, or product-specific terms (collectively, the “Platform Policies”) from time to time to reflect operational, legal, security, or product changes, including changes to features, licensing constructs (e.g., Add-on Licenses), quotas, and subscription mechanics. Unless otherwise expressly stated herein or in an Order Form, amendments will apply prospectively and will not alter fees or commercial terms already committed under a current, prepaid Subscription Term, except as permitted by the Agreement.

Notice of Material Changes: For changes that are, in Edilitics’ reasonable judgment, material and adverse to You, Edilitics will provide notice via in-product message, email to the registered admin contact, or a banner/notification on the Platform, identifying the effective date of such change. Unless a different effective date is required by law or stated in the notice, material changes will take effect no sooner than fifteen (15) days after notice. Your continued access to or use of the Services after the effective date constitutes acceptance of the amended terms.

Immediate Changes for Security/Compliance: Notwithstanding Clause 19.2, Edilitics may implement changes with immediate effect where reasonably necessary to address security vulnerabilities, abuse, fraud, legal or regulatory requirements, or to maintain the integrity of the Services, including updates to the AUP or technical controls. Edilitics will provide notice of such changes as soon as reasonably practicable.

Product Iteration; Roadmap Variability: You acknowledge that SaaS features evolve over time. Enhancements, Updates, deprecations, or removal of non-core features or betas do not constitute a material reduction of the overall functionality of the Services. Where a change results in a material and permanent reduction of the corefunctionality of a paid Service during an active Subscription Term, Your exclusive remedy shall be a pro-rata service credit upon written request within thirty (30) days of the change; if Edilitics reasonably determines restoration is not commercially feasible, Edilitics may instead provide a pro-rata refund of prepaid, unused Fees for the affected portion of the Subscription Term.

Order of Precedence; No Retroactive Override: In the event of a conflict among documents comprising the Agreement, the order of precedence is: (i) an executed Order Form (solely with respect to the Services, quantities, pricing, and supplemental terms specified therein); (ii) these Terms; (iii) the AUP; and (iv) the Privacy Policy and any other referenced policies or guidelines. Amendments to lower-precedence documents shall not retroactively override express, conflicting terms in a higher-precedence Order Form for the current Subscription Term unless mutually agreed in writing.

How to Review Current Terms: The most current version of these Terms is published at edilitics.com. Please review the Terms and Platform Policies regularly. If You do not agree to an amendment, Your remedy is to discontinue use of the Services and, where applicable, disable auto-renewal via the in-product “Cancel Subscription” control (see Article 4). Cancellation affects future renewal only and does not entitle You to refunds except as expressly provided in the Agreement.

Customer-Requested Amendments: Any amendment proposed by You (including DPA addenda, security schedules, or negotiated departures from these Terms) is effective only if expressly agreed by Edilitics in a mutually executed writing or via in-product acceptance flow presented by Edilitics to an authorized admin of Your Team Workspace.

Updates Included; Nature of Changes: Edilitics may develop and deploy updates, upgrades, enhancements, bug fixes, patches, security hardening, and workarounds to the Services from time to time (collectively, “Updates”). Unless expressly stated otherwise in an Order Form, Updates to the Services You have subscribed to are included at no additional charge during the applicable Subscription Term. Updates may add, modify, or remove features and may require You to update configurations, client components, or integrations.

Automatic Deployment; Service Continuity: You authorize Edilitics to deploy Updates automatically without additional notice where reasonably necessary to maintain security, performance, or compliance, or to address defects or abuse. Edilitics will use commercially reasonable efforts to minimize material adverse impact on core functionality during such deployments.

Backward Compatibility; Configuration Changes: While Edilitics endeavors to maintain backward compatibility, not all Updates will be backward compatible with Your custom configurations, scripts, exports, embeds, or third-party integrations. You are responsible for validating Your Workspaces, pipelines, visualizations, prompts, and integrations after significant Updates and for making any changes needed for continued operation (see Article 9.12 regarding verification).

Beta, Labs, and Early Access Features: From time to time, Edilitics may make optional “beta,” “early access,” “preview,” or similar features available. Such features are provided as is, may be modified or discontinued at any time, are excluded from any uptime or support commitments, and may be subject to additional terms. Usage of beta features may be metered separately and may not count toward standard Prompt or Compute Quotas unless expressly stated.

Deprecations; Advance Notice: If Edilitics discontinues or materially deprecates a core paid feature during Your active Subscription Term, Edilitics will use commercially reasonable efforts to provide at least thirty (30) days advance notice (or longer if reasonably practicable), except where earlier action is necessary for security, legal, or system integrity reasons. Remedies for material, permanent reduction of core functionality are addressed in Article 19.4.

Third-Party Dependencies: Certain features may rely on third-party services, SDKs, LLM endpoints, or APIs outside Edilitics’ control. Changes introduced by such third parties may necessitate Updates, temporary limitations, or removal of dependent capabilities. Edilitics is not responsible for availability or behavior of third-party dependencies; see also Articles 10 and 14.

Security and Compliance Updates: Edilitics may implement Updates that modify authentication, authorization, logging, encryption, or other controls to improve security or comply with applicable laws or standards. You shall promptly adopt any required client-side or configuration changes necessary to maintain access.

No Intended Beneficiaries: Except as expressly set forth in Article 13 (Indemnification) with respect to Edilitics Indemnitees and Customer Indemnitees, the Agreement (including these Terms, the Privacy Policy, the AUP, and any Order Form) is intended solely for the benefit of the parties hereto and does not confer any rights upon, and may not be enforced by, any third party.

No Privity; No Standing: Without limiting Clause 21.1, Users, end customers, vendors, or other persons who are not a party to the Agreement shall have no standing to assert any claim or cause of action arising out of or relating to the Agreement, except to the limited extent mandated by non-waivable applicable law.

Affiliates; Assignment Context: The foregoing does not restrict a party’s permitted assignment under Article 25 or the parties’ ability to extend rights or delegate performance to Affiliates, subcontractors, subprocessors, or service providers, it being understood that no such delegation or extension creates third-party beneficiary rights unless expressly stated in a written agreement executed by Edilitics.

Aggregated Anonymous Data: Edilitics may collect and generate aggregated and/or de-identified data about Your and Users’ interaction with the Services that is not reasonably capable of being associated with or linked to an identified or identifiable natural person or specific Customer (collectively, “Aggregated Anonymous Data”). Aggregated Anonymous Data may include statistical or performance information derived from telemetry, usage metrics, run counts, latency measurements, error rates, feature adoption, prompt categories, and compute consumption patterns, in each case processed in accordance with applicable law and without re-identifying any individual or Customer.

Service Telemetry; Operational Logs: You acknowledge that the Services may automatically collect limited technical and operational metadata (e.g., timestamps, request/response sizes, operation types, module identifiers, execution status codes, workspace and resource IDs, and similar transport or routing attributes) for the purposes of operating, securing, supporting, billing, and improving the Services. For clarity, Run History Logs for Replicate/Transform and related flows are retained to display user run history and may be deleted when the relevant flow is deleted; older logs may be pruned or archived from time to time, as further described in Article 5.5 and the Privacy Policy.

Use of Aggregated Anonymous Data: Edilitics may use Aggregated Anonymous Data for any lawful internal business purpose, including to: (a) maintain and improve the Services, performance, and reliability; (b) develop new features, heuristics, or guardrails; (c) benchmark and produce industry or product-level insights; and (d) support capacity planning, security analytics, and abuse detection. Edilitics may disclose Aggregated Anonymous Data in reports or publications, provided it does not identify You, any User, or any individual.

AI Improvements (Edilitics-Hosted Models Only): Consistent with the Privacy Policy (see “AI Processing & Model Providers”), Edilitics may use de-identified, aggregated context (e.g., schema names, column descriptions, generated queries or logic, usage patterns) to improve quality and safety of Edilitics-hosted models and heuristics. Such context is processed without tenant/user identifiers and is not reasonably capable of being linked back to You or any individual. Third-party model providers are used for inference only by default for enterprise/API usage and are not permitted to train on Customer Data unless expressly agreed in a separate writing.

No Re-identification; Safeguards: Edilitics will not attempt to re-identify Aggregated Anonymous Data or de-identified datasets and will maintain reasonable technical and organizational measures designed to prevent re-identification. Nothing in this Article 22 grants Edilitics rights to Customer Data beyond those expressly set forth in Article 5 and applicable Order Forms.

Precedence; Privacy: To the extent of any conflict between this Article 22 and the Privacy Policy, the Privacy Policy governs the collection and processing of personal data, while this Article governs contractual rights and restrictions regarding metadata and Aggregated Anonymous Data. For avoidance of doubt, Aggregated Anonymous Data is not “Customer Data” under Article 5.

Independent Contractors; No Agency: The parties are independent contractors. Nothing in the Agreement shall be construed to create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship between the parties, and neither party has the authority to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.

No Exclusivity: The Agreement is non-exclusive. Each party remains free to enter into agreements with third parties for products or services similar to or competitive with those contemplated herein, provided that each party complies with its confidentiality and intellectual property obligations under the Agreement.

Use of Affiliates and Subcontractors: Edilitics may perform its obligations through its Affiliates, subprocessors, and subcontractors, provided that Edilitics remains responsible for their performance and for compliance with the Agreement. Information about core infrastructure partners and subprocessors is described in the Privacy Policy (see “Our Subprocessors & Infrastructure Partners”).

No Third-Party Control: Nothing in this Article 23 shall be interpreted to grant any third party the right to direct or control the manner or means by which the other party performs its obligations.

Publicity; Use of Names and Marks: Except as permitted under Article 12 (Trademarks) or as otherwise agreed in writing, neither party shall issue press releases or public announcements, or use the other party’s name, logo, or Marks, to imply sponsorship or endorsement. Edilitics may include Customer’s name and logo in a list of customers and in accordance with reasonable brand guidelines unless Customer opts out by written notice to support@edilitics.com.

Surviving Provisions: Upon any termination or expiration of the Agreement (including these Terms and any Order Form), the following provisions shall survive and remain in full force and effect to the maximum extent permitted by law: (a) Article 1 (General) to the extent of interpretive clauses and definitions; (b) Article 4 (Payment) with respect to accrued Fees, taxes, late charges, collections, dispute procedures, and any amounts that by their nature remain payable; (c) Article 5 (Licenses & Customer Data) with respect to ownership of Customer Data and Customer Outputs, Export Tools consequences, verification responsibilities, and any rights or restrictions that logically extend beyond termination; (d) Article 6 (Availability & Access) to the extent it addresses post-termination access prohibitions and integrity measures; (e) Article 7 (Confidentiality); (f) Article 8 (Acceptable Use Policy) to the extent of accrued or continuing violations; (g) Article 9 (Disclaimers) including verification and use-at-your-own-risk clauses; (h) Articles 10–12 (Export Tools, Intellectual Property Rights, Trademarks); (i) Article 13 (Indemnification); (j) Article 14 (Limitation of Liability); (k) Articles 15–16 (Governing Law/Jurisdiction; Force Majeure); (l) Articles 17–19 (No Waiver, Severability, Amendment); (m) Articles 20–22 (Updates to Services; No Third Party Beneficiaries; Metadata) to the extent applicable post-termination; (n) Articles 23–27 (Relationship, Survival, Assignment, Miscellaneous, Feedback/Concern); and (o) any other provision that by its nature should survive (including obligations of confidentiality, audit/forensic retention, and dispute resolution).

Accrued Rights; Remedies Unaffected: Termination or expiration shall not affect any rights, obligations, claims, or causes of action that accrued prior to the effective date of termination, nor any liability arising therefrom. All limitations of liability, disclaimers of warranty, and indemnity obligations shall be applied to the fullest extent permitted by law notwithstanding termination.

Data Handling After Termination; Soft-Delete Window: Upon the effective date of termination or expiration of a paid Subscription Term, Customer-facing content and configurations created or stored in the Platform - including without limitation dashboards, visualizations, workbooks, pipelines and flow definitions (Replicate/Transform), run configurations, schedules, prompt sessions and chats (AskEdi), AI columns and insights, workspace artifacts and metadata, uploaded files (e.g., CSV, Excel), dataset extracts/caches, and database connection objects (including hostnames, database names, and non-secret metadata)- will be placed into a soft-delete state for up to thirty (30) days after termination (the “Retention Grace Period”). During the Retention Grace Period, access to the Services is disabled except for limited billing/admin flows (Article 4); however, if You re-subscribe and Edilitics still retains the applicable items, Edilitics may, at its discretion, restore such items to active use. Restoration is not guaranteed and may be unavailable due to scheduled purges, corruption, or intervening Updates. After the Retention Grace Period, Edilitics willpermanently delete Customer-facing content from active systems and commence purge from backups pursuant to Edilitics’ standard backup rotation (see Privacy Policy Article 12.2).

(a) Credentials & Secrets: Any stored secrets (e.g., access tokens, API keys, database passwords) associated with connection objects are invalidated upon termination and are deleted or rendered inaccessible on an accelerated schedule for security.
(b) Run History & Operational Artifacts: Run History Logs for Replicate/Transform and related execution metadata are retained primarily to display user run history. They will be removed when the corresponding flow is deleted and may be pruned/archived from time to time. Post-termination, such artifacts are treated as workspace content under the Retention Grace Period, subject to operational pruning (see Articles 5.5 and 22.2).
(c) Audit, Security, and Transport Logs: System audit logs, security/forensics logs, and real-time transport/ops logs (e.g., connection events, delivery status, error codes) are not Customer content and may be retained and archived in accordance with the Privacy Policy (e.g., up to twenty-four (24) months for security/forensics - see Privacy Policy Article 12.5–12.6). Such records are encrypted at rest, tenant-scoped, access-controlled, and are not used for profiling or marketing.
(d) Aggregated/De-identified Data: Aggregated Anonymous Data and de-identified improvement context (if any, for Edilitics-hosted models) are not Customer Data and may be retained as described in Article 22 and the Privacy Policy; Edilitics will not attempt re-identification.
(e) Legal Holds & Compliance: If Edilitics is required by law, regulation, or governmental order to preserve specific records (including audit logs or transaction evidence), or if preservation is reasonably necessary for dispute resolution, fraud/abuse prevention, or enforcement of the Agreement, Edilitics may retain such records beyond the Retention Grace Period for the minimum period required and will securely isolate them from routine operational use.
(f) Customer Responsibility; Exports: Prior to termination, You are solely responsible for exporting Customer Data, Outputs, and artifacts via available Export Tools (Article 10). Edilitics has no obligation to provide post-termination access to the Services or Customer Data except as expressly set forth in this Article 24.3 or required by law.

Transition Assistance (If Applicable): To the extent reasonably practicable and requested by You prior to termination of a paid Subscription Term, Edilitics may make available Export Tools (see Article 10) for Customer-initiated export of Customer Data and Outputs. Any professional services or bespoke assistance are subject to mutual agreement and additional fees. Edilitics shall have no obligation to maintain or provide access to the Services or Customer Data after the effective termination date except as expressly set forth herein or required by law.

Restrictions on Assignment: Neither party may assign, delegate, or otherwise transfer (collectively, “Assign”) the Agreement, in whole or in part, whether voluntarily, involuntarily, by operation of law, merger, consolidation, asset sale, or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Permitted Assignments by Edilitics: Notwithstanding Clause 25.1, Edilitics may Assign the Agreement without Your consent to: (a) an Affiliate; (b) a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Edilitics’ equity or assets; or (c) a bona fide financing, provided that any such successor or permitted assignee assumes Edilitics’ obligations under the Agreement. Edilitics will provide notice of a change of control where required by law or where reasonably practicable.

Permitted Assignments by Customer (Limited): Customer may Assign the Agreement without Edilitics’ consent solely to a successor in connection with a merger, acquisition, or sale of all or substantially all of Customer’s equity or assets, provided that: (i) the assignee is not an Edilitics direct competitor with a materially adverse conflict of interest; (ii) Customer provides prompt written notice of the assignment; and (iii) the assignee agrees in writing to be bound by the Agreement (including all active Order Forms and Plan terms). If the assignee is a direct competitor or materially increases Edilitics’ risk profile, Edilitics may terminate the Agreement (or the affected Order Form) upon written notice and will provide a pro-rata refund of any prepaid, unused Fees for the terminated period as Customer’s exclusive remedy.

Effect of Prohibited Assignment: Any purported Assignment in violation of this Article 25 shall be null and void and shall constitute a material breach of the Agreement. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their permitted successors, and permitted assigns.

Subcontracting; Responsibility: Edilitics may engage Affiliates, subprocessors, and subcontractors in the performance of the Services, provided that Edilitics remains responsible for their performance and compliance with the Agreement. Information concerning Edilitics’ core infrastructure partners and subprocessors is described in the Privacy Policy (“Our Subprocessors & Infrastructure Partners”).

No Novation Required; Administrative Changes: The parties acknowledge that a permitted Assignment or change of control does not require a novation or re-execution of Order Forms. Administrative updates (e.g., legal name, billing entity, tax details) may be effected by written notice and appropriate documentation reasonably requested by the other party.

Notice; Timing: Where notice is required under this Article 25, it shall be provided promptly and, in any event, within thirty (30) days after the effective date of the applicable transaction, unless earlier notice is required by law or regulatory authority.

Entire Agreement; Order of Precedence: The Agreement consists of these Terms, the Privacy Policy, the AUP, and any applicable Order Form(s) and plan-specific terms referenced therein. It constitutes the entire agreement between You and Edilitics with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations (written or oral). In the event of a conflict, the order of precedence is: (i) a mutually executed Order Form (solely as to the Services, quantities, pricing, and supplemental terms specified therein); (ii) these Terms; (iii) the AUP; and (iv) the Privacy Policy and any other referenced policies or guidelines (see also Clause 19.5).

Notices: Notices must be in writing. Edilitics may provide operational or policy notices via in-product messages, banners, or email to Your registered admin contact. Formal legal notices to Edilitics must be sent to support@edilitics.com with a copy by courier to: Decision Sciences & Analytics Private Limited, WeWork NESCO IT Park, Building 4, Western Express Highway, Goregaon (East), Mumbai 400063, Maharashtra, India. Formal legal notices to You may be sent to the email and postal addresses associated with Your Team Workspace admin or Individual Account. Notices are deemed given when received, or when delivery is refused, or for email, when sent if no bounce-back is received.

Anti-Corruption; Sanctions: Each party represents and warrants that it will comply with applicable anti-bribery and anti-corruption laws (including the U.S. FCPA and UK Bribery Act, to the extent applicable) and with applicable export control and sanctions laws. Neither party shall make, offer, or authorize any unlawful payment or thing of value in connection with the Agreement.

Equitable Relief; Cumulative Remedies: Each party agrees that a breach or threatened breach of Articles 7 (Confidentiality), 11 (IP), or 12 (Trademarks) may cause irreparable harm for which monetary damages are an inadequate remedy. The non-breaching party is entitled to seek injunctive or other equitable relief without posting bond, in addition to all other remedies available at law or in equity. Except as expressly provided, remedies are cumulative.

Independent Development; Feedback: Edilitics may independently develop products and features that are similar to ideas or suggestions You provide. You grant Edilitics a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit any feedback, suggestions, or ideas You submit regarding the Services, without restriction and without attribution or compensation, provided that Edilitics is not required to use any such feedback. (For customer support concerns, see Article 27.)

Electronic Communications; Click-Through: You consent to transact electronically and agree that in-product click-throughs, toggles, or admin-console acceptances by Your authorized admin constitute Your binding agreement to the applicable terms, plan settings, and Order Form updates.

Interpretation: The headings are for convenience only and do not affect interpretation. “Including,” “include,” and similar words are deemed to be followed by “without limitation.” The parties negotiated the Agreement and no presumption against the drafter applies. References to “law” include all applicable statutes, regulations, and governmental guidance having the force of law.

No Setoff; No Class Actions: You may not withhold or set off any amounts due under the Agreement. To the maximum extent permitted by law, disputes must be brought in a party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Language; Translations: The controlling language of the Agreement is English. Any translations are provided for convenience only. In the event of conflict between an English version and a translation, the English version governs.

Costs; Further Assurances: Except as expressly stated, each party bears its own costs under the Agreement. Each party shall execute and deliver such further documents and do such further acts as the other may reasonably request to give full effect to the Agreement.

Records; Audit by Law Enforcement/Regulators: Nothing in the Agreement prevents Edilitics from complying with lawful requests from regulators or law enforcement. Where legally permissible, Edilitics will use reasonable efforts to notify You before disclosure of Customer content (see also Article 7.4 and the Privacy Policy).

How to Reach Us: If You have any concerns, feedback, feature requests, notices of suspected abuse, vulnerability reports, or support requests regarding the Services or these Terms, please contact Edilitics at support@edilitics.com. For privacy-specific matters (access, correction, deletion, or other rights), please also refer to the Privacy Policy (see “Data Protection Contact / Grievance Officer”).

What to Include: To help us assist You efficiently, please include: (a) Your workspace name (Team or Individual Account), (b) a description of the issue or request, (c) relevant timestamps, run IDs, or screenshots (redacted of sensitive data where possible), and (d) a reproducible test case if available. By submitting feedback or a report, You authorize Edilitics to contact You using Your registered admin or account email and to use diagnostic telemetry strictly for troubleshooting in accordance with the Agreement and the Privacy Policy.

Service Levels; Response: Unless otherwise stated in an Order Form or a separate support plan, Edilitics does not provide a specific service level agreement for support response or resolution times. Edilitics will use commercially reasonable efforts to review and, where appropriate, respond to submissions received via support@edilitics.com during business hours (Monday–Friday, 10:00–19:00 IST, excluding public holidays).

Escalation & Grievance Officer: If You believe Your concern has not been addressed reasonably, You may escalate by indicating “Escalation – Privacy/Legal/Support” in the email subject line. For data protection grievances (India – DPDP 2023) or cross-jurisdiction privacy inquiries, please see the Privacy Policy’s “Data Protection Contact / Grievance Officer” section for the designated contact and address.

Feedback License: Any feedback, ideas, or suggestions You submit regarding the Services may be used by Edilitics to improve or develop products and features. As set out in Article 26.5, You grant Edilitics a worldwide, perpetual, irrevocable, royalty-free license to use such feedback without restriction, provided that Edilitics is not required to use any feedback and will not publicly attribute it to You without consent.

Security Reporting: If You wish to report a vulnerability or security concern, please mark Your message “Security Report.” Do not include live secrets or unredacted personal data in Your report. Edilitics’ use of any materials provided in a security report will be limited to investigation, remediation, and improving the Services’ security posture, consistent with Article 7 (Confidentiality) and the Privacy Policy.