PLEASE READ THESE TERMS CAREFULLY

By registering for, subscribing to or using the GYBPro platform, you agree to be bound by these Terms of Service. They contain provisions that limit our liability, allocate responsibility for content published on your behalf, describe how artificial intelligence is used, and set out how disputes are resolved. If you are accepting on behalf of a business, you confirm that you are authorised to bind it.

SUMMARY OF KEY TERMS

This summary is provided for convenience only. It is not a substitute for the full Terms and has no independent legal effect. Where the summary and the full Terms differ, the full Terms prevail.

PART A — THE AGREEMENT, THE PARTIES AND YOUR ACCOUNT

1. THE AGREEMENT AND ITS PARTS

1.1 These Terms of Service (the "Terms") constitute a legally binding agreement between GYBPro AI Techh Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at G-1401, Bestech Parkview City 2, Gurgaon 122018, Haryana, India and bearing Corporate Identity Number U62010HR2026PTC144502 ("GYBPro", "we", "us" or "our"), and the person, firm, company or other entity that registers for, subscribes to, accesses or uses the Platform ("Customer", "you" or "your").

1.2 The complete agreement between the parties (the "Agreement") consists of, in the following descending order of precedence in the event of conflict: (a) any written Order Form, quotation or custom plan schedule executed between the parties; (b) any Service-Specific Terms applicable to a particular module, feature or add-on; (c) these General Terms; and (d) the policies listed in Schedule 3, each of which is incorporated into this Agreement by reference.

1.3 The Platform is offered solely for business and commercial purposes. By accepting these Terms you confirm that you are acquiring the Services for the purposes of a trade, business, craft or profession, and not as a consumer. Nothing in this clause limits any statutory right that cannot be excluded or restricted by applicable law.

1.4 These Terms are executed in the English language. Any translation is provided for convenience only, and the English version shall prevail in the event of inconsistency.

1.5 Headings are for reference only and do not affect interpretation. References to a statute include any statutory modification or re-enactment of it. The words "include", "including" and "in particular" are illustrative and do not limit the generality of the preceding words.

2. ACCEPTANCE OF THESE TERMS

2.1 You accept this Agreement by any of the following, whichever occurs first: (a) clicking a button or ticking a checkbox indicating acceptance; (b) executing an Order Form that references these Terms; (c) completing registration for an Account; or (d) accessing or using any part of the Platform, including during a free trial or pilot.

2.2 If you accept these Terms on behalf of a company, firm, partnership, sole proprietorship or other entity, you represent and warrant that you are duly authorised to bind that entity, and references to "you" mean that entity. If you do not have such authority, you must not accept these Terms or use the Platform.

2.3 If you do not agree to any part of this Agreement, you must not access or use the Platform.

2.4 Certain acknowledgements are captured separately within the product interface at the point of use — including, without limitation, acknowledgements relating to reuse of AI-generated imagery, trademark similarity screening at logo selection, confirmation of rights in uploaded media, and consent capture for messaging channels. Each such acknowledgement, once given, forms part of this Agreement, and the timestamp, user identity and version acknowledged are logged as evidence of acceptance.

2.5 You acknowledge that this Agreement is concluded by electronic means and is valid and enforceable under the Information Technology Act, 2000. You waive any objection to enforceability on the sole ground that it was accepted electronically.

3. DEFINITIONS

3.1 In this Agreement, unless the context requires otherwise:

"Account" means the registered account through which you access the Platform, including all Workspaces, Business Profiles and user records associated with it.

"Add-on" means an optional chargeable entitlement purchased in addition to a Plan, including additional platform features, branches, team seats, storage, AI generation quota or messaging volume.

"Ad Spend Wallet" means the prepaid balance maintained on the Platform from which third-party advertising media costs and associated charges are met.

"AI Output" means any text, image, layout, palette, logo, caption, script, recommendation, strategy or other material generated in whole or in part by artificial intelligence systems made available through the Platform, including through GYBi.

"Business Profile" means the record of a single business established on the Platform, to which a Plan, branding assets, channels and entitlements attach.

"Cluster" means the set of Customers identified by us as operating in the same or a substantially similar business category in the same local area, for the purposes of the content differentiation described in Clause 22.

"Customer Content" means all data, text, images, video, audio, logos, marks, documents, contact records, pricing, testimonials and other materials that you or your Users upload to, submit through, generate under your direction on, or connect to the Platform.

"Documentation" means the product documentation, help-centre articles and in-product guidance made available by us, as updated from time to time.

"DPDP Act" means the Digital Personal Data Protection Act, 2023 and the rules, standards and notifications issued under it.

"End Customer" means any customer, client, lead, enquirer, subscriber or contact of your business whose data is processed through the Platform.

"Entitlement" means the quantitative and functional limits applicable to your Plan, as published on our website, in the Documentation or in your Order Form.

"Fees" means all amounts payable by you under this Agreement, including subscription fees, Add-on fees, set-up fees, pass-through charges and management fees, exclusive of Taxes.

"GYBi" means our proprietary AI content and assistance engine, together with its associated interfaces and mascot identity.

"Personal Data" has the meaning given to it under the DPDP Act.

"Plan" means the subscription tier selected by you, as described on our website or in your Order Form, together with its published Entitlements.

"Platform" means the GYBPro service-as-a-software platform and all modules, websites, applications, APIs, dashboards and associated services made available by us, including any Done-For-You services delivered through it.

"Services" means the provision of the Platform and any related services performed by us under this Agreement.

"Subscription Period" means the recurring period (monthly, annual or as otherwise specified) for which you have subscribed and paid.

"Taxes" means goods and services tax, cess, levies, duties and any other applicable indirect or withholding taxes.

"Third-Party Platform" means any service not operated by us with which the Platform interoperates, including Meta platforms, WhatsApp Business Platform, Google services, payment gateways, domain registrars, hosting providers, communication providers and AI model providers.

"User" means any individual authorised by you to access the Account, including owners, administrators, branch managers, content creators, analysts and support personnel.

"Workspace" means a logically separated environment within the Platform in which one or more Business Profiles are managed.

4. ELIGIBILITY

4.1 You must be at least eighteen (18) years of age and competent to contract under the Indian Contract Act, 1872. The Platform is not directed at, and must not be used by, minors.

4.2 You represent and warrant that your business is lawfully constituted and that you hold all registrations, licences, permissions and professional qualifications required to carry on the business you promote through the Platform.

4.3 You must not be a person or entity barred from receiving services under the laws of India, and must not be listed on any applicable sanctions or debarment list.

4.4 The Services are designed for businesses operating in India. If you use the Platform in connection with a business located or targeting customers outside India, you do so at your own risk and remain solely responsible for compliance with all applicable local laws, including advertising, consumer protection, data protection and electronic communications laws.

4.5 We may, at any time, require verification of your identity, business registration, GSTIN, address or authority. We may decline registration, or suspend an Account, where verification is not satisfactorily completed.

5. ACCOUNTS, USERS AND SECURITY

5.1 You must provide true, accurate, current and complete information during registration and keep it updated. Registration involves verification of a mobile number and an email address by one-time password or any other appropriate medium.

5.2 The Account is controlled by an Owner, who may designate administrators and other Users with defined roles and permissions. You are solely responsible for all activity carried out under your Account, whether or not authorised by you, and for the acts and omissions of your Users as if they were your own.

5.3 You must keep credentials, one-time passwords and device access confidential, and must not share credentials or permit access by more Users than your Entitlement allows. You must notify us immediately at contactus@gybpro.com on becoming aware of any unauthorised access or suspected compromise.

5.4 Sessions expire after a period of inactivity and trusted devices may bypass repeat verification for a limited period, as configured in the Platform. You may revoke device trust and terminate sessions at any time from your profile settings.

5.5 Where you lose access to your registered mobile number, recovery proceeds through verified email, and thereafter through a support request supported by business identity proof, and finally through manual administrator verification. We may decline recovery where identity or authority cannot be satisfactorily established, and we shall have no liability for such refusal.

5.6 We are entitled to treat any instruction, approval, publication authorisation or purchase originating from a verified Owner or administrator login as duly authorised by you.

5.7 A subscription entitles you to operate one Business Profile. Additional branches, locations or Business Profiles require applicable Add-ons or separate subscriptions.

PART B — THE SERVICES

6. DESCRIPTION OF THE SERVICES

6.1 GYBPro provides an integrated marketing, sales and growth platform for small and independent businesses, combining software with expert-assisted execution. The Platform is organised into three functional groups: Market (social channels, Google Business Profile, website, WhatsApp and paid acquisition), Sell (leads, CRM, catalogue, quotations, appointments, invoicing and payments) and Grow (reviews and reputation, analytics, lead scoring and return-on-investment reporting).

6.2 Functional modules are released progressively. Availability of any particular module, feature or integration depends on your Plan, your geography, your connected channels and our then-current release schedule. Module availability may change in accordance with Clause 11.

6.3 Certain elements of the Services are delivered on a done-for-you basis, including guided onboarding, expert review of generated content, strategy configuration and calendar planning. These are provided as a service by us as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, employment or agency relationship between the parties, save that you appoint us as your limited agent solely to publish approved content and perform authorised actions on channels you connect.

6.4 The Documentation, and not any marketing material, sales presentation, pitch deck or verbal statement, is the authoritative description of the Services.

6.5 Statements regarding future functionality, roadmap items, planned modules or intended release dates are indicative only, do not form part of this Agreement, and must not be relied upon in purchasing decisions.

7. ONBOARDING AND YOUR COOPERATION

7.1 Onboarding may involve a structured questionnaire, an automated crawl of your existing website and public profiles for text and images, capture of brand assets, and connection of your channels. Automated crawling is restricted to publicly accessible material and respects applicable robots exclusion directives. You confirm that you hold the necessary rights in any material imported by these means.

7.2 The Platform enforces a branding completion requirement. Campaign creation, content generation and scheduled publication are not enabled until the mandatory brand assets specified in the Platform have been supplied and confirmed by you. Delays arising from your failure to supply required inputs, approvals or channel access do not extend the Subscription Period, suspend the accrual of Fees or give rise to any refund or credit.

7.3 You must review and approve or reject generated content within the timelines indicated in the Platform. Content not approved within the applicable window may lapse from the publishing queue. Unused periodic entitlements, including content, campaign, messaging and generation quotas, do not accumulate or carry forward into subsequent cycles unless expressly stated otherwise in your Plan.

7.4 The quality and suitability of outputs depend materially on the accuracy and completeness of the information you provide. We rely on that information without independent verification and accept no responsibility for outputs that are inaccurate or unsuitable because your inputs were incomplete, outdated or incorrect.

7.5 You must maintain in good standing all channel accounts, business listings, messaging accounts and payment accounts required for the Services, and must not revoke permissions granted to us without notice, this can severe impact our ability to deliver services agreed.

8. PLANS, ENTITLEMENTS, QUOTAS AND FAIR USE

8.1 Each Plan carries defined Entitlements, which may include limits on website pages, connected channels, published posts, campaigns, messaging volume, AI generations, branches, team seats, media storage and support response priority.

8.2 Entitlements are measured per Subscription Period and reset at the start of each cycle. Consumption is determined by our records, which shall be conclusive in the absence of manifest error.

8.3 AI usage limits, rate limits and fair-use thresholds are operational controls and not fixed contractual entitlements. We may introduce, adjust or apply such controls where reasonably necessary to preserve system performance, security, equitable access among customers, or the commercial sustainability of the Services, and we will use reasonable efforts to give notice where the change is material.

8.4 Add-ons are chargeable in addition to your Plan and are governed by these Terms. Add-ons purchased mid-cycle are charged on a prorated basis and renew with your subscription unless separately cancelled.

8.5 Custom plans assembled for a specific Business Profile are governed by the entitlements recorded in the corresponding Order Form and, subject to that, by these Terms.

8.6 Where a downgrade would reduce your Entitlement below your current usage, you must reduce usage or retain the necessary Add-ons before the downgrade takes effect. We shall not be liable for the loss of access to any feature, asset, branch or User arising from a reduction of Entitlement requested by you.

9. AVAILABILITY, SUPPORT AND MAINTENANCE

9.1 We will use commercially reasonable efforts to make the Platform available with a target monthly availability of 99.5%, measured excluding: (a) scheduled maintenance notified in advance; (b) emergency maintenance; (c) failure, degradation, policy change or suspension of any Third-Party Platform; (d) failure of your internet connectivity, devices or credentials; (e) suspension under Clause 43; and (f) Force Majeure Events.

9.2 Unless a separate service level agreement has been executed with you, availability targets are objectives and not warranties, and no service credits are payable for failure to meet them.

9.3 Support is provided through the channels and within the response windows published for your Plan. Support covers use of the Platform and does not extend to your business decisions, your legal or tax compliance, or the operation of Third-Party Platforms.

9.4 We may perform scheduled maintenance, ordinarily outside peak hours and with prior notice. Emergency maintenance may be performed without notice where necessary to preserve security, integrity or availability.

9.5 You acknowledge that the Services depend on Third-Party Platforms and that interruption, deprecation, policy change, rate limiting, pricing change or account action by any such platform may reduce or suspend functionality. Such events do not constitute a breach of this Agreement by us.

10. BETA, PREVIEW AND EVALUATION FEATURES

10.1 We may make features available on a beta, preview, pilot or early-access basis. Such features are provided "as is", may be incomplete, may change materially, and may be withdrawn at any time without notice.

10.2 Beta features are excluded from any availability target, support commitment and indemnity, and our aggregate liability in respect of them is nil to the maximum extent permitted by law.

10.3 Information about unreleased features is our Confidential Information and must not be disclosed without our prior written consent.

11. CHANGES TO THE SERVICES

11.1 We may modify, enhance, reorganise, rename, replace or discontinue any part of the Platform, including individual modules, templates, integrations and AI models, in order to improve the Services, address security or legal requirements, or respond to changes in Third-Party Platforms.

11.2 Where a change materially and adversely reduces the core functionality of your Plan, we will give at least thirty (30) days' notice, and you may terminate the affected subscription with effect from the date of the change and receive a pro-rata refund of prepaid Fees for the unexpired period. This is your sole and exclusive remedy in respect of such change.

11.3 Changes required by law, by a regulator, or by a Third-Party Platform may take effect immediately, and Clause 11.2 shall not apply to them.

PART C — FEES, BILLING AND SUBSCRIPTION TERM

12. FEES, TAXES AND PAYMENT

12.1 Fees are those published for your Plan on our website or recorded in your Order Form. All Fees are stated in Indian Rupees and are exclusive of Taxes, which you shall pay in addition.

12.2 Where you are required to deduct tax at source, you must deduct at the correct rate, deposit it within the statutory timeline and furnish the certificate within the prescribed period. If a certificate is not furnished within thirty (30) days of the end of the relevant quarter, you shall reimburse the deducted amount to us on demand.

12.3 Fees are payable in advance for each Subscription Period. Payment is processed through our payment gateway partner. By subscribing you authorise us and our payment partner to establish and operate a recurring payment mandate on your nominated instrument, in accordance with applicable Reserve Bank of India requirements, and to debit Fees, Add-on charges, applicable Taxes and any authorised top-ups as they fall due.

12.4 Tax invoices are generated electronically for each billing cycle and are accessible from the billing section of the Platform. An invoice is deemed accepted unless disputed in writing, with reasons, within three (3) days of issue. A disputed item does not entitle you to withhold undisputed amounts.

12.5 Overdue amounts may attract interest at 1.5% per month or the maximum permitted by law, whichever is lower, calculated from the due date until actual payment, together with reasonable costs of recovery.

12.6 We may revise Fees with at least thirty (30) days' notice. Revised Fees apply from the start of the next Subscription Period following the notice. Fees will not be increased during a Subscription Period for which you have already paid.

12.7 Certain costs are passed through to you and are additional to subscription Fees, including third-party messaging conversation charges, domain registration and renewal fees, premium stock or icon licences, third-party integration fees and advertising media spend. Such costs are determined by the relevant third party and may change without notice. Where we apply a handling or management charge on pass-through amounts, it will be disclosed before purchase.

12.8 You may not withhold or set off any amount payable to us against any claim you may have against us.

13. SUBSCRIPTION TERM AND AUTOMATIC RENEWAL

13.1 The Subscription Period commences on activation of your Plan and continues for the term selected by you.

13.2 Your subscription renews automatically for successive periods of the same duration at the then-current Fees, unless you cancel through the billing section of the Platform at least seven (7) days before the renewal date. Cancellation takes effect at the end of the current Subscription Period.

13.3 Where an annual or other multi-month commitment has been selected, including any period discounted in consideration of that commitment, the commitment is for the full term. Cancellation during the term stops renewal but does not entitle you to a refund of prepaid Fees for the unexpired period.

13.4 We will endeavour to notify you in advance of each renewal and of any change in renewal pricing.

14. UPGRADES, DOWNGRADES AND CHANGES TO YOUR PLAN

14.1 Upgrades take effect immediately, and the differential Fee for the remainder of the current cycle is charged on a prorated basis.

14.2 Downgrades take effect from the commencement of the next Subscription Period. No refund or credit is issued for the balance of the current period.

14.3 A mid-term upgrade of an annual subscription is applied immediately and prorated against the remaining prepaid months at the monthly-equivalent rate of the higher tier.

14.4 We may vary the default treatment of upgrades and downgrades platform-wide, provided that any change is notified in advance and does not apply retrospectively to a change already requested by you.

15. PAYMENT FAILURE, DEACTIVATION AND REACTIVATION

15.1 If a payment fails, or a trial or Subscription Period ends without a successful payment, the Account is deactivated immediately upon expiry. There is no grace period of continued active access.

15.2 Following a failed payment we will attempt recovery through up to three (3) retry attempts over seven (7) days. These attempts occur while the Account is already deactivated and do not constitute continued service.

15.3 While deactivated: you may sign in; Platform features are disabled; only the billing and payment section remains operative; and your data is preserved without loss.

15.4 Adding a valid payment instrument and completing payment restores full access immediately. If all retry attempts are exhausted, the Account remains deactivated until you take that step.

15.5 During deactivation, scheduled posts, campaigns, messaging journeys, automations and website updates do not run. We shall have no liability for missed publication, lapsed offers, expired campaigns, loss of channel momentum, degradation of listing performance or any consequence arising from deactivation caused by non-payment.

15.6 If an Account remains deactivated for more than ninety (90) days, we may terminate this Agreement and delete associated data in accordance with Clause 34, after giving you notice and a reasonable opportunity to export.

16. FREE TRIALS AND PROMOTIONAL OFFERS

16.1 Where a free trial is offered, the Services are made available without charge until the earliest of: the end of the trial period; the commencement of a paid subscription; or termination by us at our discretion. Trial entitlements may be restricted.

16.2 A valid payment instrument may be required to commence a trial. Unless you cancel before the trial ends, the subscription converts to a paid subscription at the applicable Fee.

16.3 Data created during a trial that does not convert to a paid subscription may be deleted thirty (30) days after trial expiry.

16.4 Promotional, launch, pilot or founding-customer pricing applies only for the period stated in the offer. Renewals thereafter are at standard published rates unless otherwise agreed in writing.

16.5 Trials and promotional offers are limited to one per business. We may withdraw an offer, or recover the value of an offer, where we reasonably determine that it has been obtained through multiple registrations, misrepresentation or other abuse.

17. CANCELLATION AND REFUNDS

17.1 You may cancel your subscription at any time from the billing section. Cancellation prevents further renewal and takes effect at the end of the current Subscription Period. Access continues until that date.

17.2 Fees are non-refundable. Except as expressly provided in this Agreement, no refund or credit is issued for partial periods, unused entitlements, unused quotas, periods of non-use, failure to submit inputs or approvals, or dissatisfaction with commercial outcomes.

17.3 Refunds will be considered only in the following circumstances: (a) a duplicate or demonstrably erroneous charge; (b) a charge levied after valid cancellation; (c) failure by us to provide the Services for a continuous period exceeding five (5) days attributable solely to us and not excluded under Clause 9.1; or (d) where required by applicable law.

17.4 Approved refunds are made to the original payment instrument within ten (10) working days of approval, net of Taxes already remitted where recovery is not available to us and net of non-recoverable third-party charges already incurred on your behalf.

17.5 Any unspent balance in your Ad Spend Wallet on termination will be refunded on written request made within thirty (30) days of termination, less amounts already committed to or spent with third-party media platforms, applicable management charges, payment gateway charges and Taxes.

17.6 No refund is payable where this Agreement is terminated by us for your breach.

18. ADVERTISING SPEND AND THE AD SPEND WALLET

18.1 Paid acquisition is an optional service. Advertising media costs are separate from and additional to subscription Fees.

18.2 You fund advertising through top-ups to the Ad Spend Wallet. Amounts credited to the Wallet are applied to media costs charged by Third-Party Platforms, to applicable management charges and to Taxes.

18.3 You acknowledge that auction pricing, delivery, placement, audience reach, approval of creatives and account standing are determined entirely by the Third-Party Platform. We do not guarantee impressions, clicks, reach, cost per lead, cost per acquisition, conversion rate or return on advertising spend.

18.4 Where campaigns are operated through an advertising account controlled by us, we retain administrative control of that account. On termination, we may disconnect your assets from that account. Portability of an account, pixel, audience or historical performance data is subject to the rules of the relevant Third-Party Platform and is not guaranteed.

18.5 You are responsible for the accuracy and legality of claims made in advertisements approved by you, and for compliance with the advertising policies of each Third-Party Platform and with the Advertising Standards Council of India codes and applicable sectoral advertising rules. Rejection, disapproval, restriction or suspension of an advertisement or advertising account is not a failure of the Services.

PART D — CONTENT, INTELLECTUAL PROPERTY AND ARTIFICIAL INTELLIGENCE

19. CUSTOMER CONTENT

19.1 As between the parties, you retain all right, title and interest in Customer Content. We claim no ownership of it.

19.2 You grant us a worldwide, non-exclusive, royalty-free licence, for the term of this Agreement and any applicable retention period, to host, store, back up, reproduce, reformat, resize, crop, adapt for channel specifications, combine with brand tokens and templates, transmit, publish and display Customer Content, solely to the extent necessary to provide the Services and to act on your instructions. This licence extends to our sub-processors and to the Third-Party Platforms to which you direct publication.

19.3 You represent and warrant, in respect of all Customer Content, that: (a) you own it or hold all necessary licences and permissions; (b) it does not infringe any copyright, trademark, design, publicity, privacy or other right; (c) you hold written consent from every identifiable individual appearing in any image, video or testimonial, including employees, customers and third parties, for the use contemplated; (d) it is accurate and not misleading; and (e) its publication does not breach any law or any contract binding on you.

19.4 The Platform may apply automated similarity or reverse-image screening to uploaded media and flag potential issues. Such screening is advisory only. A flag is a warning and not a determination of infringement; the absence of a flag is not clearance or an assurance of rights. Responsibility for rights in Customer Content remains yours in all cases.

19.5 We may, but are under no obligation to, review, refuse, remove, unpublish or restrict Customer Content that we reasonably believe breaches this Agreement, the Acceptable Use Policy, applicable law or the policies of a Third-Party Platform. Where practicable we will notify you.

19.6 Testimonials, reviews, case studies, credentials, certifications, awards, before-and-after imagery and performance claims submitted by you must be genuine, verifiable and substantiated.

20. OUR INTELLECTUAL PROPERTY AND YOUR LICENCE

20.1 We and our licensors own all right, title and interest in and to the Platform, including its software, architecture, databases, user interfaces, design systems, template libraries, vertical content libraries, our proprietary content generation and differentiation technology, brand asset schemas, analytics methodologies, Documentation, and the "GYBPro", "Gybi" and associated names, logos and marks. No rights are granted except as expressly stated.

20.2 Subject to your compliance with this Agreement and payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Subscription Period, solely for the internal business purposes of the Business Profiles covered by your subscription.

20.3 You must not, and must not permit any person to: (a) copy, modify, translate or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble or attempt to derive source code, model weights, prompts or algorithms, except to the extent this restriction is unenforceable under applicable law; (c) scrape, crawl, harvest or systematically extract data, templates or outputs from the Platform; (d) resell, sublicense, rent, lease, white-label or provide the Platform as a service bureau to third parties, or operate an agency practice on it, except under a written partner or reseller agreement with us; (e) conduct or publish benchmarking, competitive analysis or performance testing of the Platform; (f) circumvent or attempt to circumvent quotas, entitlements, rate limits, watermarks or access controls; (g) use the Platform or its outputs to develop, train or improve a competing product or machine-learning model; (h) probe, scan or test the vulnerability of the Platform, or conduct penetration testing, without our prior written consent; or (i) remove, obscure or alter any proprietary notice or attribution.

20.4 Templates, layouts, design systems and platform-owned assets are licensed for use only as incorporated into published outputs generated through the Platform. They may not be extracted, redistributed, resold or used as standalone assets, and may not be used outside the Platform after termination.

20.5 Certain components used within the Platform — including typefaces, icon sets, illustration libraries and stock imagery — are licensed from third parties. Your use of outputs incorporating such components is subject to the licence terms of the relevant provider. Some third-party components may not be used as, or incorporated into, a trademark or applied for registration as a trademark. Where a generated asset is subject to such a restriction, we will indicate this at the point of generation or on request. It is your responsibility to verify component licensing before making any trademark application.

20.6 The licence in Clause 20.2 terminates automatically on expiry or termination of this Agreement, whereupon you must cease using the Platform, and hosted websites and connected automations will cease to operate.

21. ARTIFICIAL INTELLIGENCE FEATURES

21.1 The Platform uses artificial intelligence, including large language models, image models and rule-based generation systems, to produce AI Output. AI Output may be produced by us or by third-party model providers acting as our sub-processors.

21.2 AI Output is machine-generated and may be inaccurate, incomplete, outdated, biased, non-compliant or unsuitable for your purpose. It does not represent our views and is not verified by us for factual accuracy. It does not constitute legal, financial, medical, tax, engineering or other professional advice.

21.3 The Services operate on a human-in-the-loop basis. Content passes through expert review and is then presented to you for approval. Human-in-the-loop review is a functionality/ feature is an effort by GYBPro to reduce chances of errors, it is not a guarantee. You are the publisher of all content published under your business identity. You must review each item before approval, and approval constitutes your editorial and legal acceptance of that item.

21.4 Where you use bulk approval, scheduled auto-approval or similar convenience features, you accept the same responsibility for each item as if approved individually. Convenience features do not transfer editorial responsibility to us.

21.5 For regulated verticals, the Platform may surface an advisory alert recommending a professional disclaimer and may offer standard disclaimer text. Such alerts are non-blocking prompts, the disclaimer library is generic, and neither is a substitute for advice from your own adviser. Responsibility for regulatory compliance of published material rests with you.

21.6 AI usage limits, model selection, generation speed and feature availability are operational parameters that we may adjust as described in Clause 8.3. Model providers, model versions and generation techniques may change, and outputs may vary in style, tone or quality as a result.

21.7 You warrant that you hold all rights necessary in any brief, prompt, image, document or other input you submit to AI features, and that such inputs do not contain third-party confidential information or Personal Data that you are not entitled to disclose.

21.8 We may analyse usage patterns, performance signals and anonymised structural characteristics of content to improve the Services, in accordance with Clause 35. We do not use your raw Customer Content to train foundation models. Custom briefs submitted by you are used to generate your content; only anonymised patterns derived from them may inform platform-level improvements.

21.9 Ownership of AI Output is determined by Schedule 1. Where an item of AI Output is stated in Schedule 1 to be owned by us and reusable within a Cluster, that reuse is a core part of the commercial model and is disclosed to you at the point of generation.

21.10 Except as provided in Clause 22, we do not warrant that AI Output is unique. By the nature of generative systems, outputs generated for different customers may be similar or, in relation to short factual or descriptive text, identical. Your rights in AI Output do not extend to outputs generated for other customers.

22. CONTENT DIFFERENTIATION

22.1 The Platform applies a proprietary differentiation process by which businesses operating in the same or a substantially similar business category in the same local area are grouped, and content generated for members of that group is differentiated.

22.2 Our commitment is that, for content generated through the Platform during your subscription, we will apply this differentiation process among active Customers at the time of generation. This commitment is limited to what is within our control.

22.3 The differentiation process does not constitute a guarantee of uniqueness or originality. In particular, it does not extend to, and we accept no liability in respect of, similarity with: (a) businesses that are not Customers of GYBPro; (b) Customers outside your group, however geographically proximate; (c) content published before you joined, or after you or the other business ceased to be a Customer; (d) content generated by third-party tools used by you or others; (e) stock, licensed or public-domain imagery that may be used by any party; or (f) common industry phrasing, offers, festival themes or seasonal conventions.

22.4 The composition of a group is determined by us and may change from time to time. group does not create any relationship, obligation or restriction between you and another Customer.

22.5 If the differentiation process is not correctly applied to an item of content, your sole and exclusive remedy is regeneration of the affected asset at no charge, on notice to us within thirty (30) days of publication.

23. BRANDING, LOGOS AND TRADEMARKS

23.1 The Branding Suite produces brand assets including logos, colour palettes, typography selections, tone-of-voice profiles, brand stories, visiting cards and derived assets such as favicons and channel artwork. Logos may be produced by deterministic composition of licensed components, by generative techniques, or by a combination.

23.2 Subject to Clause 20.5 and to payment of Fees, you receive ownership of, or an exclusive perpetual licence to use, the composed logo as a whole for your business, while the underlying components — including icons, glyphs, typefaces and design elements licensed from third parties — remain the property of their respective owners and are licensed to you only as incorporated in that composition.

23.3 The Platform may run an automated visual similarity screen against available trademark data at the point of logo generation. This screen is an advisory technical check and is not a trademark clearance search, a legal opinion or a search of record. It does not cover phonetic or word-mark similarity, all classes of goods and services, all jurisdictions, unregistered or common-law rights, pending applications or non-indexed registers. A flag is not a finding of infringement and the absence of a flag is not clearance.

23.4 You must obtain independent professional trademark clearance before adopting, using at scale, or applying to register any logo or mark generated through the Platform. Responsibility for trademark availability, adoption, registration, enforcement and infringement rests entirely with you, and you accept a specific acknowledgement to this effect at the point of logo selection.

23.5 If a third party asserts that a brand asset generated through the Platform infringes its rights, you must cease use promptly on notice. We may withdraw the asset and will, at our option, offer regeneration of an alternative asset at no charge. This is your sole remedy against us in respect of such assertion.

23.6 Brand changes require your explicit approval and are versioned. Where you reset or replace brand assets, previous versions are retained for restoration for the period configured in the Platform, and downstream modules display placeholders until the new brand is applied.

23.7 Where your Plan includes platform attribution or watermarking on generated assets, you must not remove, crop or obscure it while on that Plan.

24. WEBSITES, DOMAINS AND HOSTING

24.1 Websites created through the Platform are published on a GYBPro subdomain or, where your Plan permits, on a custom domain. Where we facilitate registration of a domain on your behalf, you are the registrant and the terms of the relevant registrar apply. Domain fees are pass-through costs under Clause 12.7.

24.2 You are responsible for ensuring domains are renewed and correctly configured. We are not liable for loss of a domain arising from non-renewal, insufficient wallet balance, failed payment, registrar action or a change in your DNS configuration made outside the Platform.

24.3 Hosting, transport-layer security certificates and periodic backups are provided as described in the Documentation. Backups are retained for the Subscription Period plus thirty (30) days. Restoration is available from the Platform. Backups are a continuity measure and not a substitute for your own record-keeping.

24.4 Auto-generated privacy policies, cookie banners, terms pages and consent notices are generic templates only. They are not legal advice, are not tailored to your business, and may not satisfy the requirements applicable to you. You are solely responsible for reviewing, amending and maintaining the accuracy and legal adequacy of all such notices on your website.

24.5 You are responsible for all content published on your website, including compliance with the Information Technology Act, 2000 and rules made under it, the Consumer Protection Act, 2019 and applicable advertising standards. You must act promptly on any takedown or correction request notified to you by us or by a competent authority.

24.6 On expiry or termination, hosted websites are unpublished. Export options and retention periods are as set out in Clause 34.

24.7 Hosting is subject to fair use. We may throttle, cache or suspend a site that consumes disproportionate resources, is subjected to attack, or is used for file distribution, streaming, cryptocurrency operations or purposes unrelated to the promotion of your business.

25. FEEDBACK

25.1 If you provide suggestions, ideas, enhancement requests, feature concepts or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, incorporate and commercialise it without restriction, attribution or compensation. We are under no obligation to act on feedback, and feedback does not create any expectation of implementation.

PART E — YOUR OBLIGATIONS AND COMPLIANCE

26. ACCEPTABLE USE

26.1 You must use the Platform lawfully, in good faith and in accordance with the Acceptable Use Policy at Schedule 2, which forms part of this Agreement.

26.2 You must not use the Platform to promote a business other than the Business Profile for which the subscription was purchased, or to provide marketing services to third parties, except under a written partner agreement with us.

26.3 You must not upload malicious code, interfere with the operation or security of the Platform, impose unreasonable load, impersonate any person, or misrepresent your affiliation with any person or entity.

27. COMMUNICATIONS AND CONSENT COMPLIANCE

27.1 For all messages sent to End Customers through the Platform — including WhatsApp, SMS, email, voice and in-app messages — you are the sender and the person legally responsible for that communication. We provide the tooling; you determine the recipients, the content and the purpose.

27.2 You must obtain, and be able to evidence, prior, specific and verifiable consent from each recipient before sending any promotional or marketing communication. Consent must be freely given, informed, purpose-limited and recorded with the date, time, source and method of capture. You must not upload, import or message contacts obtained by purchase, scraping, rental, list broking or any means that does not carry valid consent.

27.3 Opt-out requests must be honoured immediately and permanently. The Platform enforces opt-out at the point of sending; you must not attempt to circumvent this enforcement, re-import an opted-out contact, or contact an opted-out recipient through another channel for the same promotional purpose.

27.4 You must comply with all applicable communications regulation, including the Telecom Commercial Communications Customer Preference Regulations and associated do-not-disturb, principal-entity registration, header and template registration requirements administered under the Telecom Regulatory Authority of India framework.

27.5 Use of the WhatsApp Business Platform is additionally subject to the WhatsApp Business Messaging Policy and Commerce Policy, including rules on template categories and approval, the customer service window, quality rating, messaging tier limits, pacing and prohibited use cases. Restriction, throttling, quality downgrade, template rejection, number blocking or account ban imposed by Meta or a business solution provider is a decision of that third party, and we shall have no liability for it, nor does it entitle you to any refund.

27.6 You must not use the Platform to send content that is misleading, deceptive, unlawful, defamatory, obscene, discriminatory, or that makes unsubstantiated claims regarding results, prices, guarantees, health outcomes, financial returns or credentials.

27.7 Frequency caps and pacing controls applied by the Platform are compliance safeguards. You must not attempt to bypass them by fragmenting audiences, duplicating campaigns or using multiple Accounts.

28. THIRD-PARTY PLATFORMS AND CONNECTED CHANNELS

28.1 Connecting a channel authorises us, within the permission scopes you grant, to publish content, update profile information, respond to messages, manage listings and retrieve performance data on your behalf. You may revoke authorisation at any time, which will disable the affected functionality.

28.2 Your use of each Third-Party Platform is governed by that platform's own terms and policies, which you must independently accept and comply with. We are not a party to those terms.

28.3 You acknowledge and agree that: (a) listing partners and channel platforms may change, add or remove features and surfaces at any time; (b) any content submitted through the Platform is subject to the standards of the receiving platform and may be rejected, modified or removed by it in whole or in part; (c) we do not guarantee that any listing, post, profile update, review response or advertisement will be displayed, retained, ranked or delivered; (d) on termination of the Services, a listing partner may revert business data to its prior state; and (e) the placement, appearance and prominence of any listing may change at any time. We shall have no liability for any of the foregoing.

28.4 If a channel becomes disconnected — through token expiry, permission revocation, suspension or platform action — scheduled activity on that channel is paused immediately and you are notified. A reconnection window of thirty (30) days applies, after which paused items may be cancelled. Historical data is preserved during the window.

28.5 We may suspend, restrict, disable or remove any integration at any time, including where required by the Third-Party Platform, without liability to you and without any obligation to provide an equivalent alternative.

28.6 Payments made by you and by your End Customers are processed by our payment gateway partner. Card, bank and instrument credentials are collected and stored by that partner and not by us. Chargebacks, disputes, settlement timelines, reserves and gateway fees applicable to your merchant account are governed by your agreement with that partner.

29. REVIEWS AND REPUTATION MANAGEMENT

29.1 Review invitations may be sent only to genuine End Customers who have actually transacted with you.

29.2 You must not solicit, purchase, incentivise, fabricate, filter or gate reviews, must not suppress negative reviews by selective solicitation, and must not post or procure reviews of competitors. Review platform policies apply in full and their breach may result in penalties imposed on your listings by the relevant platform.

29.3 AI-drafted review responses are suggestions requiring your approval before publication. You are responsible for their content, including any admission, offer, apology or factual assertion contained in them.

30. REGULATED SECTORS AND PROFESSIONAL RULES

30.1 If your business operates in a regulated sector, you are solely responsible for compliance with the advertising, solicitation and disclosure rules applicable to it. These may include, without limitation, restrictions applicable to healthcare and clinical establishments, drugs and remedies, food businesses, financial products, securities, insurance, lending, real estate marketing and project registration disclosures, education and coaching claims, immigration and travel services, and the professional conduct rules applicable to advocates, chartered accountants and other regulated professionals.

30.2 We may decline to generate or publish content that we reasonably believe breaches such rules, and may require you to obtain written confirmation from your own adviser before proceeding.

PART F — DATA PROTECTION, CONFIDENTIALITY AND SECURITY

31. DATA PROTECTION

31.1 In respect of Personal Data relating to your End Customers, employees and contacts that is processed through the Platform, you act as the Data Fiduciary and we act as a Data Processor processing such data solely on your documented instructions, which comprise this Agreement and your use of the Platform's functionality. In respect of Personal Data of your Users collected for account administration, billing, security and product communication, we act as Data Fiduciary.

31.2 As Data Fiduciary, you are responsible for: (a) establishing a lawful basis, including obtaining valid consent where required; (b) issuing compliant notices to Data Principals; (c) ensuring the accuracy and lawfulness of data you upload; (d) responding to Data Principal requests; and (e) determining retention periods appropriate to your business.

31.3 We will: (a) process Personal Data only as instructed; (b) apply reasonable technical and organisational security safeguards; (c) impose equivalent obligations on sub-processors; (d) provide reasonable assistance, at your cost where the assistance is substantial, with Data Principal requests, breach notifications and impact assessments; and (e) delete or return Personal Data in accordance with Clause 34 on termination.

31.4 We will notify you without undue delay after becoming aware of a personal data breach affecting your data, and will provide the information reasonably required for you to meet your own notification obligations.

31.5 You must not upload to the Platform: Personal Data of children, or of persons with disability who have a lawful guardian, without verifiable consent as required by the DPDP Act; sensitive categories of data such as health records, biometric identifiers, financial account credentials or government identifiers, unless a specific feature is designed to receive them and you have a lawful basis; or any data you are contractually or legally prohibited from disclosing.

31.6 Where a separate data processing agreement is executed between the parties, it prevails over this Clause 31 to the extent of any inconsistency.

31.7 Our processing of Personal Data for which we are Data Fiduciary is described in the Privacy Policy.

32. CONFIDENTIALITY

32.1 Each party may receive information of the other that is marked confidential or would reasonably be understood to be confidential, including business plans, pricing, customer data, algorithms, unreleased features, security information and commercial terms ("Confidential Information").

32.2 The receiving party shall use Confidential Information only for the performance of this Agreement, shall protect it with at least the degree of care it applies to its own confidential information and in no event less than reasonable care, and shall disclose it only to personnel and advisers who need to know and are bound by equivalent obligations.

32.3 These obligations do not apply to information that is or becomes public other than by breach, was lawfully known without restriction before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction.

32.4 A party compelled by law, court or regulator to disclose Confidential Information may do so, provided it gives prompt notice where lawful and discloses only what is required.

32.5 Confidentiality obligations survive for three (3) years after termination, and indefinitely in respect of trade secrets and Personal Data.

33. SECURITY AND HOSTING

33.1 We maintain administrative, technical and physical safeguards designed to protect the Platform and your data, including access controls, encryption in transit, logical separation of customer data, logging and periodic review.

33.2 You are responsible for security within your control, including credential hygiene, device security, prompt removal of departed Users, and appropriate assignment of roles and permissions.

33.3 Data is hosted in cloud facilities selected by us, primarily located in India. We may change hosting providers or regions, and will do so in a manner consistent with applicable law.

33.4 We engage sub-processors, including cloud infrastructure providers, AI model providers, communication providers, payment providers and analytics providers, to deliver the Services. A current list is available on request. We remain responsible for their performance of the obligations we owe you.

34. DATA RETENTION, EXPORT AND DELETION

34.1 While your subscription is active, Customer Content and media are retained without a fixed expiry, subject to fair-use storage limits.

34.2 Following cancellation or termination, media, website backups and generated assets are retained for the Subscription Period plus thirty (30) days, after which they become eligible for deletion.

34.3 Deleted assets are held in a recycle bin for thirty (30) days and may be restored during that period. Warning notices are issued before automatic purging, and permanent deletion of an asset library is subject to owner confirmation and internal review. No automated irreversible deletion occurs without a human review gate.

34.4 You may export your data using the export functions available in the Platform, including customer and lead records in comma-separated format and reports in portable document format. Reports and files you have already downloaded remain yours regardless of any subsequent retention period.

34.5 Deletion requests submitted by you or by a Data Principal are actioned as a soft deletion followed by purging after the applicable retention period. We may retain records where required for statutory, tax, accounting, audit, fraud-prevention, security or dispute-resolution purposes, for the minimum period required by law.

34.6 We may terminate an Account that has been unpaid and inactive for a continuous period exceeding ninety (90) days, and delete associated data, after giving you prior notice and a reasonable opportunity to export.

35. AGGREGATED AND DERIVED DATA

35.1 We may compile and use aggregated, de-identified and statistical information derived from use of the Platform to operate, secure, benchmark, analyse and improve the Services, to produce market and category-level intelligence, and to publish industry insights, provided that such information does not identify you, your End Customers or any individual, and is not presented in a manner from which you could reasonably be identified.

35.2 Benchmarks presented to you in the Platform are anonymised and indicative. They are not representations about any identified competitor and must not be relied upon as a measure of any specific business.

PART G — DISCLAIMERS, LIABILITY AND INDEMNITY

36. DISCLAIMERS

36.1 To the maximum extent permitted by law, the Platform and all Services are provided "as is" and "as available", and we disclaim all warranties, conditions, representations and terms, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, quality, accuracy, non-infringement, or arising from a course of dealing or usage of trade.

36.2 We do not warrant or guarantee any business outcome. Without limitation, we make no representation as to the number or quality of leads, enquiries, bookings, appointments, orders, followers, impressions, clicks, engagement, search ranking, listing visibility, conversion rate, revenue, profit, cost per lead or return on investment that you will achieve. Marketing results depend on factors outside our control, including your pricing, service quality, responsiveness, market conditions, competition and channel algorithms.

36.3 Any figures, projections, benchmarks, model outputs, illustrative return-on-investment calculations, case studies or comparative statistics presented in the Platform or in our materials are illustrative and do not constitute a forecast, warranty or commitment.

36.4 We do not warrant that the Platform will be uninterrupted, error-free, free of harmful components, or that defects will be corrected; that AI Output will be accurate, original, compliant or fit for purpose; or that the Platform will be compatible with any particular Third-Party Platform on an ongoing basis.

36.5 The Services do not constitute legal, taxation, accounting, medical, financial or other professional advice. Automated compliance prompts, disclaimer libraries, template legal notices and trademark screens are convenience features only and are not a substitute for professional advice.

37. LIMITATION OF LIABILITY

37.1 To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business, anticipated savings, goodwill, reputation, business opportunity or data, however arising, whether in contract, tort (including negligence), statute or otherwise, and whether or not the party was advised of the possibility of such loss.

37.2 Our aggregate liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the total subscription Fees actually paid by you to us in the three (3) months immediately preceding the first event giving rise to the claim. For the purposes of this cap, pass-through amounts, advertising media spend and Taxes are excluded from "Fees paid".

37.3 Clause 37.2 does not apply to: (a) your obligation to pay Fees; (b) liability for fraud or fraudulent misrepresentation; (c) liability for death or personal injury caused by negligence; (d) our obligation to refund unspent Ad Spend Wallet balances properly due under Clause 17.5; (e) either party's indemnity obligations under Clause 38; or (f) any liability that cannot lawfully be limited or excluded.

37.4 We shall have no liability in respect of: Customer Content; content approved by you for publication; your compliance or non-compliance with law; the acts, omissions, policies, outages, pricing, algorithmic decisions or account actions of any Third-Party Platform; loss arising from suspension or deactivation properly effected under this Agreement; or loss that could have been avoided had you complied with this Agreement.

37.5 No claim may be brought under this Agreement more than twelve (12) months after the claimant first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

37.6 The parties acknowledge that the Fees reflect the allocation of risk set out in this Clause 37 and Clause 36, and that these provisions form an essential basis of the bargain between them.

38. INDEMNITY

38.1 You shall indemnify, defend and hold harmless GYBPro, its directors, officers, employees, contractors and affiliates from and against all claims, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Customer Content and any content you approved for publication; (b) any claim that material published on your behalf infringes intellectual property, publicity, privacy or personality rights; (c) your breach of Clause 27 or of any communications, consent, do-not-disturb, spam or telemarketing regulation; (d) your breach of the DPDP Act or of any obligation owed by you to a Data Principal; (e) your breach of the Acceptable Use Policy or of any law applicable to your business or sector; (f) any dispute between you and an End Customer, including in relation to goods, services, refunds, quality or delivery; and (g) any claim arising from a trademark or brand asset adopted by you.

38.2 We shall defend you against any third-party claim that the Platform itself, as supplied by us and used in accordance with this Agreement, infringes intellectual property rights subsisting in India, and shall pay damages or settlement approved by us. This obligation does not apply to claims arising from Customer Content, from AI Output where the claim arises from your inputs or instructions, from third-party components used contrary to their licence terms, from modification of the Platform, from combination with material not supplied by us, or from continued use after we have notified you to stop.

38.3 If the Platform becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may at our option procure the right to continue use, modify or replace the affected element, or terminate the affected subscription and refund prepaid Fees for the unexpired period. Clause 38.2 and this Clause 38.3 state our entire liability for intellectual property infringement.

38.4 The party seeking indemnity must give prompt written notice, permit the indemnifying party to control the defence and settlement (provided that no settlement imposing a non-monetary obligation may be made without consent), and provide reasonable cooperation at the indemnifying party's cost.

39. FORCE MAJEURE

39.1 Neither party shall be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including act of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, strike, fire, flood, failure or interruption of power, internet, telecommunications or cloud infrastructure, cyber-attack, act of government or regulator, change in law, and the suspension, deprecation, restriction or discontinuation of any Third-Party Platform or application programming interface ("Force Majeure Event").

39.2 The affected party shall notify the other and use reasonable efforts to mitigate. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription on notice, and we shall refund prepaid Fees for the unexpired period.

PART H — TERM, SUSPENSION AND TERMINATION

40. TERM

40.1 This Agreement commences on your acceptance and continues until all subscriptions have expired or been terminated in accordance with its terms.

41. SUSPENSION

41.1 We may suspend or restrict access to the whole or part of the Platform, or to any module, channel or feature, where: (a) Fees are overdue or a payment has failed; (b) we reasonably suspect unlawful, fraudulent or abusive use; (c) continued operation poses a security, integrity or performance risk; (d) a Third-Party Platform requires it; (e) we receive a credible complaint of infringement or of breach of communications regulation; (f) we are required to do so by law or by a competent authority; or (g) you are in material breach of this Agreement.

41.2 Where practicable we will give prior notice and an opportunity to remedy. Where the risk is immediate, suspension may be effected without notice, with notice given as soon as reasonably possible.

41.3 Suspension does not suspend the accrual of Fees, and no refund or credit is payable in respect of a period of suspension attributable to your act, omission or breach.

42. TERMINATION

42.1 You may terminate by cancelling your subscription in accordance with Clause 13.2 and Clause 17.1.

42.2 We may terminate this Agreement or any subscription: (a) on fifteen (15) days' written notice where you are in material breach and have failed to remedy it within that period; (b) immediately where the breach is incapable of remedy, or involves unlawful use, infringement, security compromise, breach of Clause 27, or conduct that exposes us or other customers to material risk or regulatory action; (c) immediately where you become insolvent, cease business or become subject to insolvency proceedings; or (d) on thirty (30) days' written notice for convenience, in which case we shall refund prepaid Fees for the unexpired period on a pro-rata basis.

42.3 We may cease to offer the Services generally, or in a particular geography or vertical, on sixty (60) days' notice, with a pro-rata refund of prepaid Fees.

43. EFFECT OF TERMINATION

43.1 On expiry or termination: (a) all licences granted to you terminate and you must cease using the Platform; (b) hosted websites are unpublished and scheduled activity ceases; (c) channel authorisations are revoked and connected automations stop; (d) all Fees accrued to the date of termination become immediately due; and (e) any exported data already downloaded by you remains yours.

43.2 You are responsible for exporting your data before the end of the applicable retention period in Clause 34. We are not obliged to retain, restore or provide data after that period has expired.

43.3 Termination does not affect any right, remedy, obligation or liability accrued before the date of termination.

43.4 The following survive termination: Clauses 1, 3, 12 (in respect of accrued amounts), 17, 19.3, 20, 21.9, 21.10, 25, 32, 34, 35, 36, 37, 38, 43 and 45 to 52, together with any provision that by its nature is intended to survive.

PART I — GENERAL PROVISIONS

44. CHANGES TO THESE TERMS

44.1 We may amend this Agreement from time to time to reflect changes in the Services, our business, applicable law, regulatory guidance or the requirements of Third-Party Platforms.

44.2 Where an amendment is material and adverse to you, we will give at least fifteen (15) days' notice by email to your registered address or by prominent in-product notice, stating the effective date. Continued use of the Platform after the effective date constitutes acceptance. If you do not accept the amendment, your remedy is to cancel before the effective date in accordance with Clause 17.1.

44.3 Amendments required by law, regulator or a Third-Party Platform, and amendments that are non-material or beneficial to you, may take effect immediately on posting.

44.4 The current version and effective date of these Terms are published at https://www.gybpro.com/terms. Superseded versions are archived and available on request.

45. NOTICES

45.1 Notices to you may be given by email to your registered address, by in-product notification, or by message to your registered mobile number, and are deemed received on the day of sending. It is your responsibility to keep contact details current.

45.2 Notices to us must be sent by email to contactus@gybpro.com and, for formal legal notices, additionally by registered post or courier to our registered office. Notices are deemed received only on acknowledgement of delivery.

46. ASSIGNMENT AND SUBCONTRACTING

46.1 You may not assign, transfer, charge or otherwise deal with this Agreement or any right under it without our prior written consent, except that you may transfer it to a successor of the whole of your business on written notice to us, provided the successor is not a competitor of ours and assumes all obligations.

46.2 We may assign or novate this Agreement to an affiliate or to a successor in connection with a merger, reorganisation, acquisition or sale of substantially all assets, and may subcontract performance provided we remain responsible for it.

47. PUBLICITY AND REFERENCES

47.1 We may identify you as a customer and use your business name and logo in customer lists, our website, investor materials and case studies, in each case in a factual and non-disparaging manner. You may withdraw this permission at any time by written notice to contactus@gybpro.com, and we will cease new use within a reasonable period.

47.2 Use of your quotes, testimonials, results data or imagery in marketing requires your prior written consent, which may be given electronically.

48. NON-SOLICITATION OF PERSONNEL

48.1 During the term and for twelve (12) months thereafter, neither party shall knowingly solicit for employment any employee of the other who was directly involved in the performance of this Agreement, save that this does not restrict general recruitment advertising not targeted at such individuals, or the employment of a person who responds to it.

49. GOVERNING LAW AND DISPUTE RESOLUTION

49.1 This Agreement and any dispute arising out of or in connection with it, including non-contractual disputes, shall be governed by and construed in accordance with the laws of India.

49.2 The parties shall first attempt to resolve any dispute amicably. A party shall issue a written notice of dispute, and senior representatives of both parties shall confer in good faith for thirty (30) days from the date of that notice.

49.3 Any dispute not resolved under Clause 49.2 shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement, failing which as provided under that Act. The seat and venue of arbitration shall be New Delhi and the language shall be English. The award shall be final and binding.

49.4 Subject to Clause 49.3, the courts at New Delhi shall have exclusive jurisdiction, and nothing prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

49.5 Each party shall bear its own costs of arbitration, and the arbitrator's fees shall be shared equally, unless the arbitrator directs otherwise.

50. GRIEVANCE REDRESSAL

50.1 In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the DPDP Act, our Grievance Officer may be contacted as follows:

50.2 Complaints will be acknowledged within Forty Eight (48) hours of receipt and resolved within fifteen (15) days, or such shorter period as may be prescribed for particular categories of complaint.

51. MISCELLANEOUS

51.1 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, proposals, presentations and representations. Neither party has relied on any statement not set out in this Agreement, save that nothing excludes liability for fraudulent misrepresentation.

51.2 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remainder shall continue in full force.

51.3 Waiver. No failure or delay in exercising a right operates as a waiver, and no single or partial exercise precludes any further exercise.

51.4 No partnership. Nothing creates a partnership, joint venture, franchise or employment relationship between the parties.

51.5 Third-party rights. No person other than the parties has any right to enforce this Agreement.

51.6 Compliance with law. Each party shall comply with applicable anti-bribery, anti-money-laundering and sanctions laws in performing this Agreement.

51.7 Electronic records. Records maintained by us in electronic form, including acceptance logs, approval records, audit trails and message logs, shall be admissible as evidence and shall be conclusive of the matters recorded in the absence of manifest error.

51.8 Counterparts and electronic signature. Where an Order Form is executed, it may be signed in counterparts and by electronic signature, each of which is valid and binding.

52. HOW TO CONTACT US

SCHEDULE 1 — CONTENT AND INTELLECTUAL PROPERTY OWNERSHIP

This Schedule records the ownership position for each category of material created or handled through the Platform. It is referred to in Clauses 19, 20, 21 and 23. "Reusable by us" indicates whether an asset may be re-used by us for other Customers, subject always to the differentiation process in Clause 22.

SCHEDULE 2 — ACCEPTABLE USE POLICY

You must not use the Platform, and must not permit any User to use the Platform, in connection with any of the following.

A. Prohibited content

• Content that is unlawful, defamatory, obscene, sexually explicit, or harmful to minors.

• Content that promotes hatred or discrimination on grounds of religion, caste, race, sex, place of birth, disability, sexual orientation or any other protected characteristic.

• Content that incites violence, or that threatens the sovereignty, integrity, security or public order of India, or friendly relations with foreign states.

• Content that infringes copyright, trademark, design, patent, publicity or privacy rights.

• Content that is deceptive or misleading, including false scarcity, fabricated reviews, unsubstantiated superlatives, fake credentials, unverifiable guarantees and manipulated before-and-after imagery.

• Content that impersonates any person, business, authority or platform, or that falsely implies endorsement or affiliation.

• Content that discloses another person's private information without lawful basis.

• Content generated to mimic or free-ride on the identity, campaign, branding or trade dress of an identifiable competitor.

B. Prohibited business activities

• Any activity that is illegal under Indian law, or that requires a licence or registration that you do not hold.

• Gambling, betting and games of chance where prohibited; lotteries and prize schemes not compliant with applicable law.

• Sale or promotion of narcotics, psychotropic substances, tobacco, vaping products, or alcohol where such promotion is restricted.

• Sale or promotion of weapons, ammunition, explosives, or restricted or hazardous goods.

• Unlicensed pharmaceutical, medical device, diagnostic, stem-cell or treatment claims; claims prohibited under the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954; miracle cure, sex-selection or guaranteed-cure claims.

• Unregistered financial services, deposit-taking, chit funds, multi-level or pyramid schemes, unregulated lending, crypto-asset offerings marketed contrary to applicable rules, and guaranteed-return investment claims.

• Adult services, escort services and any activity involving human trafficking or exploitation.

• Sale of counterfeit, smuggled, stolen or infringing goods.

• Astrological, spiritual or occult services promising specific outcomes such as guaranteed cures, marriage, employment or financial gain.

• Immigration, visa, job placement or recruitment services making guaranteed-outcome claims, or charging candidates contrary to applicable law.

C. Prohibited technical and platform conduct

• Circumventing quotas, entitlements, rate limits, pacing controls, watermarks, opt-out enforcement or access controls.

• Creating multiple Accounts to obtain trials, promotional pricing or additional entitlements.

• Uploading malware, or attempting to gain unauthorised access to the Platform, its infrastructure or another customer's data.

• Automated scraping, harvesting or bulk extraction of Platform data, templates or outputs.

• Using the Platform to build, train or benchmark a competing product or model.

• Reselling or providing the Platform to third parties outside a written partner agreement.

D. Prohibited messaging conduct

• Sending marketing communications without valid, evidenced, prior consent.

• Using purchased, rented, scraped or otherwise non-consented contact lists.

• Ignoring, delaying or circumventing opt-out requests.

• Sending communications to numbers registered on applicable do-not-disturb registries in breach of applicable regulation.

• Sending messages that misrepresent the sender, the purpose, or the nature of the offer.

• Using the messaging tools for general-purpose conversational agents in breach of platform policy.

Breach of this Policy may result in immediate suspension under Clause 41 and termination under Clause 42, without refund, and may be reported to the relevant Third-Party Platform or authority where we are required or entitled to do so.