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Kwala Intel General Terms and Conditions (India)

Effective Date: August 2026

1. Introduction

1.1 This document is an electronic record in terms of the Information Technology Act, 2000 and the rules made thereunder, and does not require any physical or digital signature. To the extent the Platform hosts or transmits information provided by Users, it is published in accordance with Rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. The Company does not claim the status of an intermediary in relation to Platform Content, which it publishes itself and for which Clauses 7 and 20 apply.

1.2 These General Terms and Conditions (the “General Terms”) form a legally binding agreement between IMPLICIT STREAMS PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered office at H-7, LGF, Lajpat Nagar - 3, New Delhi - 110014 (CIN: U72900DL2022PTC401882) (the “Company,” “we,” “us,” or “our”), which operates the Kwala Intel platform in India (the “Platform”), and the person accessing or using the Platform (“you,” “your,” or “User”). The Company and the User may each be referred to individually as a “Party” and collectively as the “Parties.”

1.3 The Platform is a subscription software service. It reads publicly available Market Information about publicly listed companies, sectors and markets and presents it to you in a structured, easy-to-read format. AI Research Chat additionally lets you ask questions about that data, in plain language, and receive an answer. The Platform is an information and education product. It is described in full in Clause 4. The Company is not registered with the Securities and Exchange Board of India or the Reserve Bank of India in any capacity; Clause 4.8 states this in full.

1.4 These General Terms are to be read together with the Privacy Policy, the Refund and Cancellation Policy and the AI-Generated Content Disclosure published on the Platform, each of which is incorporated into and forms part of this Agreement. In the event of any conflict between these General Terms and any of those documents, these General Terms prevail, except in relation to the processing of personal data, where the Privacy Policy prevails.

1.5 The Platform is operated solely by the Company, which holds all rights necessary to operate the Platform and to provide the Services to you. The Company is solely responsible to you for the Services.

1.6 If you have any question about the Platform or this Agreement, you may write to us at [email protected] or use the grievance channel in Clause 20.

2. Eligibility, Registration and Acceptance

2.1 You may use the Platform only if you are at least eighteen (18) years of age, resident in India, and legally competent to enter into a binding contract under the Indian Contract Act, 1872. By accessing or using the Platform in any manner, you represent and warrant that you satisfy these conditions. The Platform is intended only for persons resident in India, and the Company may restrict or terminate access from any other jurisdiction.

2.2 You confirm that you are not the subject of sanctions administered or enforced by the Government of India, the United Nations Security Council, or any other applicable sanctions authority. If you access the Platform on behalf of a company, trust, partnership or other legal entity, you represent that you have full authority to bind that entity to this Agreement, and references to “you” or “User” include that entity.

2.3 To access registered or paid features, including AI Research Chat and personalised Watchlists, you must register by providing accurate, complete and current information, including a valid email address and mobile number. You are responsible for keeping those details up to date. The Company may verify any information provided and may suspend or terminate access where information is found to be false, inaccurate or misleading.

2.4 The Platform uses one-time-password verification of your email address and mobile number for account authentication only. This is a login and security control.

2.5 By accessing, browsing or using the Platform, you confirm that you have read, understood and agreed to be bound by this Agreement in its entirety. The Platform is made available for your personal use or, where you are an entity, your internal business use only. You may not redistribute, sublicense, resell, white-label or otherwise commercially exploit the Platform or any Platform Content, and you may not use the Platform to provide research or intermediation services to any third party, without the Company's prior written consent.

3. Definitions

In this Agreement, the following terms have the meanings set out below. Terms defined in the body of this Agreement have the meanings given to them there.

3.1 “Agreement” means these General Terms, together with the Privacy Policy, the Refund and Cancellation Policy, the AI-Generated Content Disclosure, and any additional terms notified for a specific feature, in each case as amended from time to time.

3.2 “Billing Cycle” means the period for which a Subscription fee is charged in advance, being one (1) calendar month or twelve (12) calendar months from the date the Subscription starts or renews, as selected by you at the time of subscription. A Subscription renews, and the renewal charge falls due, at the end of the then-current Billing Cycle.

3.3 “AI-Generated Content” means the answers generated through AI Research Chat in response to a query, and the translation of Platform Content into the language you have selected, in each case produced by artificial intelligence models and made available through the Platform.

3.4 “DPDP Act” means the Digital Personal Data Protection Act, 2023, together with the rules made thereunder as and when their provisions come into force, each as amended.

3.5 “Grievance Officer” means the officer designated by the Company under Clause 20.

3.6 “IT Act” means the Information Technology Act, 2000, as amended, together with all rules and regulations made thereunder, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

3.7 “Market Information” means information that is already in the public domain relating to publicly listed companies, sectors, indices and markets.

3.8 “Platform” or “Kwala Intel” means the Kwala Intel subscription software service, comprising the web application and any related interfaces, applications and notification channels made available to users in India from time to time.

3.9 “Platform Content” means all content, data, AI-Generated Content and other information made available through the Platform.

3.10 “Privacy Policy” means the Company's privacy policy as published on the Platform and updated from time to time.

3.11 “Refund and Cancellation Policy” means the Company's refund and cancellation policy as published on the Platform and updated from time to time.

3.12 “Registered User” means a User who has completed registration and created an account on the Platform.

3.13 “Services” means the Platform and all services made available through it to users in India.

3.14 “Subscription” means a plan under which the Company grants access to specified features of the Platform, whether free of charge or for a fee.

3.15 “User Inputs” has the meaning given in Clause 7.2.

3.16 “User” means any person who accesses or uses any part of the Platform.

4. Nature of the Platform

4.1 Features. The features made available to users in India comprise the following:

  • Data Feed: a structured display of publicly available Market Information for the companies and sectors you choose to follow, with citations to the underlying public sources where a source document is available;
  • Market Telemetry: publicly reported prices and historical price markers for the companies and sectors you choose to follow, together with automated readings of standard technical indicators calculated on sector and index price history only; the Platform does not calculate or display a technical indicator reading on an individual company's security;
  • Sector Intelligence: publicly listed companies grouped by sector, with a display of public attention across sectors, based on publicly available data;
  • Watchlists: a filtered data feed limited to the companies and sectors you choose to follow;
  • AI Research Chat: a conversational interface that answers your questions about the public data displayed on the Platform, in plain language, in English and in a number of Indian languages.
  • Alerts and Digests: notifications generated when a price level or event threshold that you yourself have set is crossed, and periodic digests of the Watchlists you have configured, in each case limited to factual Market Information; the Platform does not propose, suggest or pre-select any alert level or threshold.

4.2 EDUCATIONAL AND INFORMATIONAL PURPOSE ONLY. The Platform is provided solely for informational, educational and general research purposes (Please see Clause 4.8). All Platform Content is general and impersonal information, prepared without regard to the objectives, financial situation or needs of any particular person, for you to read, verify and use in your own independent research and not as a recommendation, a solicitation to transact, or an endorsement of any company, sector or market.

4.3 The Platform is an information and research service (Please see Clause 4.8): here, you read Market Information and Platform Content, and nothing else happens.

4.4 You are paying a Subscription fee for a limited licence to access the Platform's software and features, and for nothing else. The fee is a fixed amount published in advance, is the same whatever you read, ask or compute within your plan's allowance, and does not vary with any content made available to you. It is not an investment, a deposit or a contribution to any scheme or arrangement, and it is not held for you, invested on your behalf, or repayable to you, except as expressly set out in Clauses 6.5 and 17.2 of these General Terms or in the Refund and Cancellation Policy.

4.5 Nothing on the Platform is an offer of any regulated financial service, and you must not represent to any person that the Company provides one.

4.6 Neither the Company nor any of its directors, officers or employees accepts any payment, commission, benefit or other consideration from, or on behalf of, any company, sector participant or other person in return for that person being covered by, included in, favourably described in, or omitted from, Platform Content. The Company does not publish sponsored, paid or promoted research. The Company maintains an internal policy restricting personal dealing by its personnel in anything covered by Platform Content, and it does not take, hold or manage any position for its own account in anything so covered.

4.7 Feature availability. The features described in Clause 4.1 are those offered to users in India as at the effective date of these General Terms, and they are the whole of what the Company offers you. The Company may add, modify, suspend or withdraw any feature, and may make a feature available only on a paid Subscription, in each case on reasonable notice where the change is material and adverse to you, and Clause 6.5 applies.

4.8 No registration; no advice. The Company is not registered with the Securities and Exchange Board of India as an investment adviser, research analyst, stock broker or portfolio manager, or with the Reserve Bank of India in any capacity, because the Platform does not perform any function for which such registration is required: it originates no recommendation, price target, trading call, model portfolio or opinion on any public offer, and it renders no judgment of suitability for any person. The Company is likewise not registered with the Association of Mutual Funds in India, is not a distributor of mutual funds or of any other financial product, and does not sell, distribute or solicit any financial product. The Company does not hold itself out, in any language or on any surface of the Platform, as carrying on any activity for which any such registration is required.

4.9 Your use is your own. Users may consult the Platform for their own purposes, including their personal financial planning. The Company does not have regard to any User's personal circumstances, objectives or financial situation, and nothing in Platform Content constitutes a personal recommendation. Where you supply a figure, assumption or other input for a computation, the output is arithmetic performed on your inputs, remains conditional on them, and is not an opinion of the Company on any security or on you.

4.10 Requests the Platform declines. The Platform is designed to decline any request for a buy, sell or hold recommendation, a price target, a stop-loss or trading call, an opinion on whether to subscribe to any public offer, a model portfolio, or any output that takes account of your personal circumstances. In response to such a request, the Platform provides only impersonal Market Information and Platform Content and, where relevant, arithmetic performed on assumptions you supply under Clause 4.9. Your request for any such output does not change the nature of the Services described in this Clause 4, and no output of the Platform is to be read as providing it.

5. Account Access and Security

5.1 You are solely responsible for maintaining the confidentiality and security of your registered email address and/or phone number, and any one-time password (OTP) sent to you. You are responsible for all activity carried out through your account where it results from your failure to keep these secure, except where such activity is due to our negligence or a security failure on our part. You are not responsible for activity arising from the Company's failure to implement the security safeguards required under applicable law, or from any act or omission of the Company or its service providers.

5.2 You must notify the Company immediately if you suspect any unauthorised access to your account, loss of credentials, or compromise of any authentication mechanism. The Company may, at its discretion and without prior notice, suspend or restrict access where it has a reasonable belief of unauthorised use, fraud or a security breach. No transaction of any kind can be initiated through your account. Absent notice from you under this Clause, the Company may treat a change to your settings, preferences, plan or Watchlists made through your account as made by you.

5.3 You may not create more than one account without the Company's prior written consent, and you may not impersonate any person or misrepresent your identity or affiliation.

5.4 The Company implements reasonable technical and organisational safeguards to protect the Platform. No system is entirely secure, and the Company does not warrant absolute security.

5.5 THE COMPANY WILL NEVER ASK YOU TO SHARE YOUR ONE-TIME PASSWORD (OTP) SENT TO YOUR EMAIL OR PHONE NUMBER, BY EMAIL, TELEPHONE OR ANY OTHER MEANS, AND WILL NEVER SEND YOU AN EMBEDDED LINK ASKING YOU TO LOG IN OR VERIFY YOUR ACCOUNT. YOU ARE RESPONSIBLE FOR EXERCISING CAUTION AGAINST PHISHING AND IMPERSONATION ATTEMPTS.

6. Subscription, Fees, Payment and Renewal

6.1 The Company offers a free plan, and may offer one or more paid Subscription plans. The features included in each plan, and the fee payable for each paid plan, are published on the Platform before you subscribe. A change to the fee for a plan you hold, and any other change to a plan that is material and adverse to you, takes effect only on thirty (30) days' prior notice to you, and Clause 6.5 applies.

6.2 By subscribing to a paid plan, you agree to pay the Subscription fee published at the time of subscription. All fees are denominated in Indian Rupees. The price displayed to you before you confirm a subscription or a renewal is the total amount payable, inclusive of Goods and Services Tax and every other compulsory charge, with the tax component shown separately. The Company will not add any charge that was not displayed to you before you confirmed the payment.

6.3 Subscription fees are payable in advance for the selected Billing Cycle, through the payment methods made available on the Platform from time to time. Payment is processed by one or more third-party payment aggregators or gateways engaged by the Company, and the applicable terms of that payment aggregator or gateway govern the payment instruction itself. You are solely responsible for ensuring that your payment details are accurate and current, and the Company is not responsible for any delay or failure caused by your bank, card issuer or payment provider.

6.4 Auto-renewal and cancellation. Unless you cancel before the renewal date, a paid Subscription renews automatically at the end of each Billing Cycle at the then-published fee. You may cancel at any time through your account settings or by written notice to [email protected]. The Company will send a renewal reminder to your registered email address at least three (3) days before each renewal charge, stating the amount and the date. Where you have given a standing mandate, it is registered, notified and withdrawable in accordance with the requirements of the applicable payment aggregator or gateway. Cancellation takes effect at the end of the then-current Billing Cycle, and you retain access to paid features until that date.

6.5 Refunds. Cancellations and refunds are governed by the Refund and Cancellation Policy. In summary, no pro-rata refund is issued for a partial Billing Cycle where you cancel a monthly Subscription; an annual Subscription carries a cooling-off and pro-rata right under the Refund and Cancellation Policy. If the Company terminates your access for a reason other than your breach of this Agreement, or permanently discontinues the Platform, the Company will refund the pro-rata unused portion of any prepaid Subscription fee. Your exit right on a change. If the Company makes a change that is material and adverse to you, whether to this Agreement, to the fee for a plan you hold, or to the features included in a plan you hold, you may terminate your Subscription by notice at any time up to thirty (30) days after the change takes effect, and the Company will refund the pro-rata unused portion of your prepaid Subscription fee. Nothing in this Clause limits any right you have under applicable consumer-protection law that cannot be waived by contract.

6.6 Failed payments. If a renewal payment fails, the Company may make reasonable further attempts to collect it and will notify you. If payment is not collected within a reasonable period, the Subscription will not renew and your account will revert to the free plan, if available, or lose access to paid features.

6.7 Disputed payments and chargebacks. If any payment made to the Company is reversed, recalled or charged back, the Company may suspend your access to paid features pending resolution with you and the relevant payment provider. Where the same amount is both charged back to you and refunded to you, the Company may recover the duplicated amount. The Company will not charge you any fee or penalty for raising a dispute or a chargeback, will not pass on to you any charge levied on it by a payment provider in connection with a dispute, and does not treat the raising of a dispute as a breach of this Agreement. Nothing in this Clause affects your right to raise a dispute with your bank, your card issuer or a payment provider.

6.8 Taxes and invoices. The Company will issue a tax invoice for each Subscription fee collected, containing the particulars required under the Central Goods and Services Tax Rules, 2017, including the Company's Goods and Services Tax identification number, the service accounting code, the taxable value, and the rate and amount of tax. Each invoice will describe the supply as a subscription to the Platform. If you are subscribing as an entity and wish to claim input tax credit, you must furnish your Goods and Services Tax identification number, your registered name and your State before you pay, and the Company will issue the invoice accordingly. The Company cannot re-issue an invoice to add a registration number furnished after the statutory time limit has passed. If you are required under applicable law to deduct or withhold tax from any payment to the Company, you shall furnish the corresponding withholding-tax certificate to the Company within the statutory timeline and provide such declarations as the Company reasonably requires. Your own tax position, including in respect of anything you do after using the Platform, is your sole responsibility.

7. AI-Generated Content, User Inputs and Disclaimers

7.1 The Platform uses artificial intelligence models to produce AI-Generated Content, and automated data processing to produce other Platform Content such as indicator readings and sector groupings. You acknowledge and agree that:

  • AI-Generated Content is produced by automated systems and may contain errors, omissions, inaccuracies or outdated information, and the Company does not guarantee its accuracy, completeness, timeliness or reliability; and
  • the Platform’s output depends on the quality, timeliness and availability of third-party data sources. The Company applies a documented process to select and review those sources and the automated frameworks that process them, but does not independently verify every individual data point and is not liable for error in the underlying data.

7.2 You retain ownership of the prompts, queries, watchlist configurations and other material you submit to the Platform (“User Inputs”). You grant the Company a non-exclusive, worldwide, royalty-free licence to process User Inputs in order to provide, secure, maintain and improve the Services. The Company will use User Inputs for the training or improvement of models only on an aggregated or de-identified basis or otherwise with your consent, in each case as set out in the Privacy Policy and in accordance with applicable law. You are responsible for ensuring that your User Inputs comply with Clause 10 and do not infringe the rights of any third party.

7.3 The Company grants you a non-exclusive, non-transferable, royalty-free licence to view, download, store, print and internally circulate AI-Generated Content produced in response to your User Inputs, and other Platform Content made available to you, for your own personal use or, where you are an entity, your own internal business use. This licence survives the end of your Subscription in respect of output already delivered to you. It does not permit any use prohibited by Clause 2.5 or Clause 10, and it does not transfer any underlying intellectual property right, which remains as set out in Clause 12.

7.4 THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN RELATION TO PLATFORM CONTENT AND AI-GENERATED CONTENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH DISCLAIMER IS NOT PERMITTED UNDER APPLICABLE LAW.

7.5 Correction and retraction. Platform Content is published by the Company, not by any User. Where the Company becomes aware, whether through a report under the AI-Generated Content Disclosure, a complaint under Clause 20, or its own monitoring, that an item of Platform Content contains a material factual error, is materially misleading, or is phrased as a recommendation, the Company will review it and, where the concern is made out, will correct it, annotate it or withdraw it within a reasonable period and in any event within fifteen (15) days of the concern being raised. This obligation is not affected by any disclaimer in this Agreement.

7.6 The AI-Generated Content Disclosure published on the Platform explains in further detail how AI-Generated Content is produced, what its known limitations are, and how you should treat it. That Disclosure forms part of this Agreement and should be read together with this Clause 7.

7.7 Exchange data. Certain Market Information, including price data and index values, is sourced by the Company under licence from stock exchanges, their group entities or exchange-authorised data vendors. All intellectual property and other rights in that data vest in the relevant exchange or its group entity. That data is licensed for display to you on the Platform only; you may not extract, redistribute or republish it, and Clauses 2.5 and 10 apply to it. Price data may be real-time or delayed, as labelled on the Platform. The relevant exchanges and their group entities are not responsible for, and do not endorse, the Platform or any Platform Content, and any end-user terms that an exchange requires will be notified as additional terms forming part of this Agreement.

8. Risk Acknowledgements

8.1 You acknowledge and accept the following, each of which is a reason not to rely on Platform Content alone:

  • Market risk. Markets move, sometimes sharply and without warning. If you choose to commit money in a market, you do so wholly outside the Platform and through providers of your own choosing, and the value of what you commit it to can fall as well as rise. Past performance is not indicative of future results. The Company receives none of that money, has no involvement in any such decision, and has no responsibility for its outcome.
  • Impersonal information risk. Platform Content is general and is not tailored to you. It does not take into account your objectives, financial situation, risk tolerance, tax position or needs, and it may be wholly unsuitable for you.
  • Data risk. Publicly available data reaches the Platform through third-party sources and may be delayed, incomplete, revised or incorrect. Prices and other figures shown on the Platform are real-time or delayed as labelled on the Platform, are to be treated as delayed where no label appears, and are not represented to be official or reconciled values.
  • Automated-processing risk. AI-Generated Content carries the limitations described in Clause 7 of these General Terms and in the AI-Generated Content Disclosure, including the risk that an output is confidently expressed and nevertheless wrong.
  • Independent decision risk. Every decision you take is yours alone. You should verify any factual claim against its primary source.
  • Availability risk. The Platform, any feature of it, and any data source it depends on, may be interrupted, delayed, changed or withdrawn.

9. Data Protection, Privacy and Records

9.1 The Company collects, uses, stores and processes your personal data in accordance with the DPDP Act, the IT Act, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 for so long as they remain in force, and the Privacy Policy.

9.2 Your personal data may be processed for purposes including account registration and authentication, delivery and personalisation of the Services, Subscription and invoice management, customer support, grievance handling, fraud prevention, security, analytics, audit, and improvement of the Platform, as further described in the Privacy Policy.

9.3 The Company may share your personal data with service providers, payment aggregators and gateways, affiliates, and auditors, in each case under appropriate contractual obligations, and with a competent legal, regulatory or governmental authority where required under applicable law.

9.4 You have the rights available to you under the DPDP Act as in force from time to time, including rights of access, correction, erasure, nomination and grievance redressal. The Privacy Policy explains how to exercise them. If you withdraw consent to, or request deletion of, data that is essential to the Services, the Company may be unable to continue providing the affected Services or to maintain your account.

9.5 The Company retains records of account information, Subscription and payment history, communications and relevant activity for as long as required under applicable law, including the IT Act, the DPDP Act and applicable tax and company-law requirements. A retention obligation imposed by law overrides an erasure request to the extent of the conflict, and on expiry of that obligation the data will be securely deleted or anonymised.

9.6 By accessing the Platform you accept the Privacy Policy, which forms an integral part of this Agreement.

10. Acceptable Use and Content Standards

10.1 You agree not to use the Platform, and not to assist any third party in using the Platform, in any manner that:

  • violates any applicable law or regulation, including any law relating to fraud, taxation, data protection or consumer protection;
  • circumvents or attempts to circumvent any sanction, export control, embargo, or any access control applied by the Company, including the residency restriction in Clause 2.1;
  • provides false, inaccurate, incomplete or misleading information on registration or in any communication with the Company, or misrepresents your identity or your authority to act;
  • gains or attempts to gain unauthorised access to any part of the Platform, its systems, infrastructure or data;
  • introduces or transmits malware, a virus or any malicious code, or engages in any activity that could damage, disable, overburden or impair the Platform;
  • uses any bot, crawler, scraper or other automated means to access the Platform or to extract Platform Content, without the Company's prior written authorisation;
  • reverse-engineers, decompiles, disassembles or otherwise attempts to derive the source code, algorithms, model weights or architecture of the Platform;
  • copies, reproduces, republishes, redistributes, sublicenses or resells any Platform Content for a commercial purpose without the Company's prior written consent, or presents Platform Content as your own research;
  • uses the Platform, or Platform Content, to provide research or intermediation services to any third party, or to solicit any person to transact;
  • disseminates false or misleading information about any company, sector or market, or engages in or facilitates any manipulative, deceptive or fraudulent market practice;
  • harasses, threatens or behaves abusively towards Company personnel;
  • the Company reasonably determines is contrary to the intended use of the Platform or potentially harmful to the Company, its users or the Services.

10.2 Because User Inputs to AI Research Chat are submitted only as text, are not displayed to or shared with any other User, and the Platform does not accept file or image uploads, this Clause 10.2 is limited accordingly. You must not submit, through User Inputs, any information that:

  • is harmful to a child;
  • infringes any patent, trademark, copyright or other proprietary right, or belongs to another person and to which you have no right;
  • is defamatory, obscene, invasive of another's privacy, insulting or harassing on the basis of gender, libellous, or racially or ethnically objectionable, or encourages money laundering or gambling, or is otherwise inconsistent with or contrary to the laws in force;
  • impersonates another person, or knowingly and intentionally communicates any misinformation or information that is patently false, untrue or misleading in nature;
  • threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence, or prevents the investigation of any offence, or is insulting to any other nation; or
  • is patently false and untrue, and is submitted with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.

10.3 If the Company reasonably believes that you have engaged in any conduct prohibited by this Clause 10, it may suspend or terminate your access, remove or disable access to the relevant content, refuse to process any request, report the matter to a competent authority, and take such legal action as is available to it, in each case in accordance with applicable law.

11. Communications

11.1 By registering, you consent to receive transactional and service communications from the Company, including one-time passwords, payment receipts and invoices, renewal reminders, security alerts, and digests you have configured, grievance responses and notices under this Agreement, by SMS, email, in-application notification or such other channel as you have provided.

11.2 The Company will send you a promotional or marketing communication only with your consent and in accordance with applicable law, including the applicable telecom commercial-communication regulations. You may withdraw that consent at any time through your account settings or the unsubscribe facility provided. Withdrawing it does not affect transactional and service communications.

12. Intellectual Property

12.1 All right, title and interest in and to the Platform, including its software, architecture, source code, models, algorithms, user interfaces, databases, documentation and Platform Content, and all related intellectual property whether registered or unregistered, vest exclusively in the Company or its licensors. Nothing in this Agreement transfers any intellectual property right in the Platform to you.

12.2 The Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes permitted under this Agreement and for the duration of your Subscription. You shall not reverse-engineer, decompile, modify, copy or create a derivative work from the Platform or any of its components, nor permit any third party to do so.

12.3 If you provide any feedback, suggestion or idea relating to the Platform (“Feedback”), you grant the Company a perpetual, worldwide, irrevocable, royalty-free licence to use and incorporate that Feedback in its products and services, without any obligation to you.

12.4 The names “Kwala” and “Kwala Intel,” the Kwala Intel logo, and all related marks, logos and product names are trademarks or service marks of the Company or its affiliates. You may not use or reproduce any of them without prior written permission.

13. Confidentiality and Beta Features

13.1 If the Company gives you access to non-public material, including a beta feature, an early-access programme or non-public documentation (“Confidential Information”), you agree to keep it strictly confidential, not to disclose it to any third party, and to use it solely to access and use the Platform in accordance with this Agreement. This obligation survives for three (3) years from disclosure, or for such longer period as applicable law requires, and does not apply to information that is or becomes public other than through your breach.

13.2 A beta or early-access feature is provided on an “as is” basis, may be modified or withdrawn at any time, and may be subject to additional terms notified at the point of access. Clause 7 applies to all output of any beta feature.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGE, INCLUDING LOSS OF PROFIT, LOSS OF DATA, LOSS OF REPUTATION, OR ANY LOSS ARISING FROM ANY DECISION YOU TAKE, ARISING FROM OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY PLATFORM CONTENT.

14.2 THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DOES NOT GUARANTEE THAT THE PLATFORM WILL BE AVAILABLE WITHOUT INTERRUPTION, DELAY OR ERROR.

14.3 Subject to Clause 14.5, the Company's total aggregate liability for all claims arising under or in connection with this Agreement shall not exceed the total Subscription fees actually paid by you to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

14.4 WITHOUT LIMITING THE FOREGOING, AND SUBJECT TO CLAUSE 14.5, THE COMPANY SHALL NOT BE LIABLE FOR: (a) any system failure, malfunction, interruption or suspension of access to the Platform, other than a prolonged or repeated interruption materially depriving you of a paid feature, for which Clause 6.5 of these General Terms and the Refund and Cancellation Policy apply; (b) unauthorised access to your account, data or credentials otherwise than as a result of the Company's failure to implement the reasonable security safeguards required of it under applicable law; (c) any loss arising from reliance on Platform Content or AI-Generated Content; (d) any inaccuracy, error, delay or omission in Platform Content, AI-Generated Content or third-party data; (e) any change in law, regulation or governmental action; or (f) any act or omission of a third-party service provider, payment provider or data source.

14.5 Non-excludable liability. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability arising from fraud or fraudulent misrepresentation, or from the Company's failure to implement reasonable security practices and procedures required of it under applicable law, or any right or remedy available to you under the Consumer Protection Act, 2019.

15. Indemnity

15.1 You agree to indemnify the Company and its affiliates, directors, officers, employees and agents against loss, liability, damages, penalties and reasonable costs, including reasonable legal fees, that they actually and directly suffer as a result of your wilful default, fraud or negligence in: (a) your breach of this Agreement or of any applicable law or regulatory direction; (b) any false, inaccurate or misleading information you provide; (c) any third-party claim relating to your conduct on the Platform or to your User Inputs, including any infringement of intellectual property or violation of privacy; or (d) your failure to comply with any tax, regulatory or reporting obligation applicable to you.

15.2 This indemnity does not extend to any loss to the extent it is caused or contributed to by the Company or its service providers, and it does not apply to any claim of which you are not given prompt written notice and a reasonable opportunity to participate in the defence. You may conduct your own defence at your cost, and no settlement that imposes any liability or admission on you may be made without your written consent. Nothing in this Clause requires you to indemnify any person against a liability that cannot lawfully be indemnified, or against any amount exceeding the loss actually suffered.

16. Suspension and Termination

16.1 The Company may suspend, restrict or terminate your access to the Platform where: (a) you have breached any provision of this Agreement or any applicable law; (b) the Company has reasonable grounds to suspect fraudulent, unlawful or suspicious activity on your account; (c) you have provided false or misleading information; or (d) the Company is required to do so by a court order, regulatory direction or applicable law. The Company may also terminate your access, or discontinue the Platform, for convenience on thirty (30) days' notice, subject to the refund in Clause 6.5.

16.2 You may close your account at any time through the account-closure process on the Platform or by written request to [email protected]. Closure does not affect any right or obligation accrued before that date, including any outstanding Subscription fee.

16.3 On termination, your right to access and use the Platform ceases immediately.

16.4 The following provisions survive termination or expiry of this Agreement: Clauses 6.5, 6.7, 6.8, 7, 8, 9, 11, 12, 13, 14, 15, 18, 20, 21 and 22, together with all accrued rights and obligations.

17. Force Majeure

17.1 The Company shall not be liable for any delay, failure or interruption in the performance of its obligations, or in access to the Platform, caused by an event beyond its reasonable control, including a natural disaster, epidemic or pandemic, war, civil unrest, labour dispute, failure of power or utilities, cyberattack, internet or infrastructure outage, act or omission of a third-party service provider, or a change in applicable law or regulation (each, a “Force Majeure Event”).

17.2 If a Force Majeure Event continues for more than thirty (30) days, the Company may suspend or terminate access to all or part of the Platform. Where the Company terminates access under this Clause, it will refund the pro-rata unused portion of any prepaid Subscription fee.

18. Notices

18.1 All notices from the Company under this Agreement will be delivered electronically, by posting on the Platform or by email to your registered email address, and are deemed received at the time of posting or sending, provided the Company has no notice of delivery failure.

18.2 Any notice from you to the Company must be sent by email to [email protected] or by post to the Company's registered office. The Company may require verification of your identity before acting on any notice from you.

19. Changes to these General Terms

19.1 The Company may modify these General Terms from time to time. An updated version will be posted on the Platform with a revised effective date, and a material change will additionally be notified to your registered email address. A material change that is adverse to you takes effect no earlier than thirty (30) days after that notice, except where a shorter period is required by law or regulatory direction, and your right to terminate and receive a pro-rata refund under Clause 6.5 applies.

19.2 Your continued use of the Platform after the effective date of a modification constitutes acceptance of the revised General Terms. If you do not agree to a modification, you must discontinue use and may close your account under Clause 16.2.

20. Grievance Redressal

20.1 The Company has designated a Grievance Officer in accordance with the IT Act and applicable consumer-protection law. Contact details are as follows:

  • Grievance Officer: Mukul Singh
  • Email: [email protected]
  • Contact Number: 8826253570
  • Address: H-7, LGF, Lajpat Nagar - 3, New Delhi - 110014
  • Support hours: complaints may be submitted by email at any time and are acknowledged within the timeline in Clause 20.2 regardless of when they are sent.

20.2 One standard applies to every complaint, however it reaches the Company and whichever of these documents it concerns. The Grievance Officer will acknowledge every complaint within twenty-four (24) hours of receipt and will dispose of it within fifteen (15) days of receipt, in accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Every complaint is assigned a ticket number at acknowledgement. The fifteen-day period runs from receipt of the complaint and is not extended by any request the Company makes for further information. Where a consumer grievance relating to a Subscription or a payment cannot be disposed of within that period because it depends on a bank or a payment provider, the Company will keep you informed and will in any event revert within one (1) month, which is the outer limit under the Consumer Protection (E-Commerce) Rules, 2020.

20.3 Specific statutory timelines. In addition to Clause 20.2, the Company will:

  • remove or disable access, within twenty-four (24) hours of a complaint by or on behalf of an individual, to any information hosted on the Platform that exposes the private area of that individual, shows that individual in full or partial nudity or in any sexual act or conduct, or is in the nature of impersonation, including an artificially morphed image of that individual;
  • remove or disable access to information within thirty-six (36) hours of receiving actual knowledge in the form of a court order or a notification from an appropriate government agency;
  • provide information or assistance to a lawfully authorised agency within seventy-two (72) hours of receiving a lawful order; and
  • inform Users, at least once every year, of this Agreement and the Privacy Policy and of the consequences of non-compliance with them.

20.4 Complaints about Platform Content, including by a person who is not a User. Any person, whether or not a User, who considers that an item of Platform Content is factually incorrect, misleading, defamatory of them, or otherwise unlawful, may write to [email protected] identifying the item and the concern. The Company will acknowledge the complaint within twenty-four (24) hours and deal with it under Clause 7.5 within fifteen (15) days. This channel is available without charge and does not require the complainant to hold an account.

20.5 In respect of matters within its remit in relation to information provided by Users, you may appeal a decision of the Grievance Officer to the Grievance Appellate Committee constituted under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. A grievance relating to the processing of your personal data may also be raised in the manner described in the Privacy Policy, and may be escalated to the Data Protection Board of India.

21. Governing Law and Dispute Resolution

21.1 This Agreement, and any dispute or claim arising out of or in connection with it, is governed by and shall be construed in accordance with the laws of India.

21.2 Consumer rights preserved. Nothing in this Agreement excludes, limits or deters any right or remedy available to you under the Consumer Protection Act, 2019, including the right to approach the consumer commissions, or under any other applicable law, to the extent that right cannot be waived by contract. Use of the grievance process in Clause 20 is encouraged but is not a precondition to the exercise of any statutory right.

21.3 Arbitration (non-consumer disputes). Any dispute that does not fall within the jurisdiction of the consumer commissions, or that the Parties agree in writing to refer to arbitration after the dispute has arisen, shall be finally resolved by arbitration administered by the Delhi International Arbitration Centre in accordance with its rules, by a sole arbitrator appointed by that Centre. The seat and venue of arbitration shall be New Delhi, India, and the language shall be English. The Arbitration and Conciliation Act, 1996, as amended, shall govern.

21.4 Subject to Clauses 21.2 and 21.3, the courts at New Delhi, India shall have jurisdiction over any proceeding arising from this Agreement. This Clause does not affect your right as a consumer to institute a complaint before the consumer commission within whose jurisdiction you ordinarily reside or personally work for gain, under section 34(2)(d) of the Consumer Protection Act, 2019.

22. Miscellaneous

22.1 Independent status. Nothing in this Agreement creates any agency, partnership, joint venture or employment relationship between you and the Company.

22.2 Entire agreement. This Agreement, including all documents incorporated by reference, constitutes the entire agreement between you and the Company on its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral.

22.3 Waiver. No waiver of any right or provision of this Agreement is effective unless made in writing by the Company, and no waiver is a continuing or general waiver.

22.4 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remainder of the Agreement remains in full force and effect, and that provision shall be enforced to the maximum extent permissible.

22.5 Third-party rights. This Agreement is binding on you and the Company and confers no right or remedy on any third party, except that the Company holds the benefit of Clauses 12, 13, 14 and 15 on its own behalf, including on behalf of its affiliates, directors, officers, employees and service providers referred to in those Clauses, and may enforce them accordingly.

22.6 Assignment. You may not assign or transfer your rights or obligations under this Agreement without the Company's prior written consent. The Company may assign its rights and obligations, including in connection with a merger, acquisition, reorganisation or sale of assets, subject to notice under Clause 18 where the assignment materially affects your rights.

22.7 Construction. This Agreement shall not be construed against either Party by reason of authorship. “Including” and its derivatives mean “without limitation.” Clause headings are for convenience only and do not affect interpretation.

Questions about these documents? Write to [email protected].