General Terms of Subscription

These "General Terms of Subscription" ("Terms", which expression shall include all its exhibits, annexures and amendments to these Terms) shall constitute a binding agreement between the subscriber who subscribes to the Services (as defined below) ("Subscriber", which expression shall include its successors-in-interest and assignees) and Xelpmoc Design and Tech Limited, a public limited company incorporated under the Companies Act, 2013 and having its registered office at No. 57, 13th Cross, Novel Business Park, Hosur Road, Anepalya, Adugodi, Bangalore - 560030, Karnataka, India ("Company", which expression shall unless repugnant to the subject or context thereof mean and include its successors and assigns).

These Terms shall become effective, and shall be deemed accepted by the Subscriber, upon the earlier of: (a) the Subscriber's electronic acceptance of these Terms, including by clicking "I Agree," checking a corresponding acceptance box, or otherwise completing the Platform's registration process; or (b) the Subscriber's, or any of its authorised users', first access to or use of the Services. No physical or digital signature is required for these Terms to become binding on the Subscriber.

Introduction#

• The Company, inter alia is in the business of providing an Intelligent Document Processing solution by the name FigureIQ ("Platform"). This is a Software-as-a-Service platform which enables document processing services measured in processed document pages ("Services"). The Subscriber wishes to avail the Services of the Company, and the Company is willing to provide the Services to the Subscriber subject to these Terms.
• Upon acceptance of these Terms, the Subscriber shall choose the applicable subscription package (more fully set forth in Annexure-A) ("Subscription Package"), which shall entitle the Subscriber and its authorised users to access the Services in accordance with these Terms, upon the payment of the relevant fees corresponding to the selected Subscription Package ("Subscription Fees"). The Subscriber shall complete the registration process to be able to avail the Services.
• The Subscriber agrees that all information provided by the Subscriber on behalf of themselves, and their authorised users shall be accurate, true and complete.
• The Subscriber and their authorised users, shall be solely responsible for maintaining the confidentiality and security of their ID and password. The Subscriber is solely responsible for the activity that occurs on its (including authorised users') account, and must keep their account password secure. The Company shall not be liable for any loss, damage, injury or any liability, whether in tort, contract or other theory of liability, resulting from any unauthorised use of the Subscriber's account. However, the Subscriber shall always be liable for the losses of the Company or others due to such unauthorised use. Subscriber further agrees to immediately notify the Company of any unauthorised use.
• Privacy Policy: By accepting these Terms, the Subscriber is deemed to have accepted the Privacy Policy as adopted by the Company (more fully described in Annexure-B).

Obligations of the Subscriber#

The Subscriber hereby agrees that:

• at all times, it shall maintain an up-to-date list of authorised users and shall share such list with the Company within 24 (twenty-four) hours of receipt of the Company's written request, whether by electronic mail or any other means.
• usage of the Services shall be strictly in compliance with the applicable laws, including the laws that the Subscriber and each of its authorised users should comply.
• the Company is authorised to conduct audits, with a prior written notice of 2 (two) days, to ensure that the Subscription Package used, is in accordance with these Terms.
• the Company shall be allowed to terminate the subscription if: (a) if a person accessing the subscription, is not an authorised user; (b) if the usage of the Services is not in accordance with the Terms, without prejudice to the other rights available to the Company, terminate the subscription without any further liability to the Subscriber.

Except as otherwise expressly permitted, the Subscriber shall not:

• rent, lease, reproduce, copy, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer or provide access to the Services to a third party; or
• use the Services for the benefit of any third party; or incorporate any Services into a product or service the Subscriber provides to a third party; or
• upload, distribute or transmit any material which is unlawful, illegal, obscene, offensive, damaging or threatening; or
• reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except as permitted by law; or
• access all or any part of the Services in order to build a product or service which competes with the Services; or
• remove or obscure any proprietary or other notices contained in any Service; or publicly disseminate information regarding the performance of the Services.
• upload, transmit, or store any virus, worm, Trojan horse, malware, or other malicious code through the Services;
• interfere with or disrupt the integrity, security, or performance of the Services;
• attempt to circumvent any usage limits, security protections, or access controls of the Services; or
• conduct or permit any penetration testing, vulnerability testing, or similar security testing of the Services without the Company's prior written consent.

Representations and Warranties: The Subscriber undertakes, represents and warrants that it shall:

• co-operate with the Company in relation to these Terms and provide all necessary access to such information as may be required by the Company in order to render the Services, including but not limited to Subscriber Data & End Client Data;
• in the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;
• shall obtain and maintain all necessary licences, consents and permissions necessary for Subscriber, its authorized users with respect to their business and to perform their obligations under these Terms, and for collecting End Client Data (as defined below);
• the Subscriber's use shall strictly be in compliance with the applicable laws and the Terms contained herein and it shall solely be responsible for any violation of the Terms by its authorised users.
• is entering into these Terms, and shall access and use the Services, in the course of a trade, business, or profession, and not as a consumer acting for personal, family, or household purposes; the Services are intended solely for business and professional use, and the Subscriber shall ensure that no individual accesses or uses the Services except in that individual's capacity as an authorised user acting on behalf of the Subscriber's business.

Data#

• Subscriber Data. "Subscriber Data" means any data, content, video, images, information or other materials of any type that the Subscriber uploads, submits or otherwise transmits to or through the Services, either of the Subscriber or its authorised users or any third persons/entities using the Services on its behalf. Subscriber will retain all right, title and interest in and to Subscriber Data in the form provided to the Company. Subject to these Terms, Subscriber hereby grants to the Company a nonexclusive, worldwide, royalty free right to: (a) collect, use, copy, store, transmit, modify and create derivative works of Subscriber Data, in each case solely to the extent necessary to provide the applicable Service to Subscriber; and (b) for Services that enable Subscriber to share Subscriber Data or interact with other people, to distribute and publicly perform and display Subscriber's Data as Subscriber (or the authorised users) may direct or enable through the Services. However, Subscriber shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data. The foregoing grant is subject to the restrictions on using Personal Data (as defined in the Company's Privacy Policy) to develop, improve, or train artificial intelligence or machine-learning models across Subscribers, as described in the Company's Privacy Policy.
• End Client Data. "End Client Data" means any data, content, video, images, information or other materials of any type which belongs to the End Client that the Subscriber or its authorised users upload, submit or may otherwise transmit to or through the Services, using the Services on its behalf. Subject to these Terms, Subscriber, at all times, shall ensure (and shall procure for the Company): (a) the Company's right to collect, use, copy, store, transmit, modify and create derivative works of End Client Data, in each case solely to the extent necessary to provide the applicable Service to Subscriber and; (b) the right to use the End Client Data for Services, including in the manner as set forth in the Privacy Policy. However, Subscriber shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the End Client Data. As with Subscriber Data, the foregoing grant is subject to the restrictions on using Personal Data to develop, improve, or train artificial intelligence or machine-learning models across Subscribers, as described in the Company's Privacy Policy.
• Output. "Output" means the extracted, structured, classified, or otherwise processed data and information that the Platform generates from Subscriber Data or End Client Data through the Services, such as extracted line items, field values, categorisations, and similar structured records, but excludes the underlying Platform technology, models, and software used to generate it. As between the Company and the Subscriber, the Subscriber owns all right, title, and interest in and to the Output. For the avoidance of doubt, nothing in the "General" section below regarding the Company's ownership of the Platform shall be construed to grant the Company any ownership interest in the Output. Notwithstanding the Subscriber's ownership of the Output, the Subscriber hereby grants to the Company a nonexclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify, and create derivative works of the Output, solely to the extent necessary to provide the Services to the Subscriber (including through features such as DocuVault and integrations with third-party platforms selected by the Subscriber), which grant is subject to the same restriction on cross-Subscriber artificial intelligence and machine-learning training described above.

For the purpose of these Terms, "End Client" means the customers of the Subscribers, whose information and/or any data that the Subscriber shall be uploading or submitting to the Platform for availing the Services.

Security#

The Company implements reasonable security procedures to help protect Subscriber Data and the End Client Data from security attacks. However, the Subscriber understands that use of the Services necessarily involves transmission of Subscriber Data and End Client Data over networks and to cloud providers that are not owned, operated or controlled by the Company, and the Company is not responsible for any loss, alteration, interception, storage of such Subscriber Data and/or End Client Data across such networks or providers. The processing of such data on such third party networks and providers shall be in accordance with the standard terms of such third party network and service providers. The Company does not guarantee for any security procedures to be error-free, that transmissions of Subscriber and/or End Client Data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third party service providers. In the event of any loss or corruption of Subscriber Data or End Client Data caused by the Company's breach of these Terms, the Subscriber's sole and exclusive remedy, and the Company's sole obligation, shall be for the Company to use commercially reasonable efforts to restore the affected data from the most recent available backup maintained by or on behalf of the Company. Except for the Company's service providers acting on its behalf, the Company shall not be responsible for any loss, corruption, alteration, or disclosure of Subscriber Data or End Client Data caused by third parties.

If the Company becomes aware of a security incident that results in the unauthorised access to, or acquisition, disclosure, alteration, or destruction of, Subscriber Data or End Client Data, the Company will notify the Subscriber without undue delay after becoming aware of such incident, and will provide the Subscriber with information reasonably available to the Company regarding the nature and scope of the incident, to the extent the Company may lawfully do so and without prejudice to any ongoing investigation.

The Company's processing of Personal Data on behalf of the Subscriber as a service provider or processor is further governed by the Company's Data Processing Agreement, a standalone document incorporated by reference into these Terms and the Privacy Policy, which sets out additional contractual commitments including the Company's sub-processor list, security and breach-notification obligations, deletion and audit rights, and the artificial-intelligence and machine-learning training restriction described in the "Data" section above. A copy of the Data Processing Agreement is available upon request.

Page Limits and Usage#

Usage of the Services is measured in processed document pages. The limits associated with a particular Service shall be according to the descriptions of the relevant Subscription Packages in Annexure A. The following usage policies shall apply:

• Page Expiry. Unused pages in a particular billing cycle (subscription plan pages) do not carry over to the next billing cycle and expire at the end of the current billing cycle. Free Plan pages and unused top-up pages do not expire and are not linked to the billing cycle.
• Page Consumption Order. Where a Subscriber has pages available from more than one source, pages are consumed in the following order: (i) Free Plan pages; (ii) subscription plan pages; and (iii) top-up pages.
• Failed Processing. If the Platform fails to process a document, pages will not be deducted from the Subscriber's balance.

Responsibility for Subscriber Data and End Client Data#

• General. Subscriber must ensure that Subscriber's use of Services and provision of all Subscriber Data and End Client Data is at all times compliant and all applicable local, state and international laws and regulations. Subscriber represents and warrants that: (i) Subscriber has obtained all necessary consents, rights, releases and permissions to provide all Subscriber Data and End Client Data to the Company and to grant the rights granted to the Company in these Terms and (ii) Subscriber Data & End Client Data and their transfer to and use by the Company as authorised by Subscriber and the End Client under these Terms do not violate any laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, confidentiality obligations, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under the "Security" section above, the Company assumes no responsibility or liability for Subscriber Data and the End Client Data, and Subscriber shall be solely responsible for Subscriber Data and End Client Data, and the consequences of using, disclosing, storing, or transmitting the same. The Subscriber shall provide access to only such Subscriber Data and End Client Data as will be necessary to perform the Services.
• Indemnity. Subscriber shall defend, indemnify and hold harmless, the Company from and against any loss, cost, liability or damage, fines, penalties, interests, costs and expenses, including attorneys' fees, for which the Company becomes liable arising from or relating to any claim relating to Subscriber Data or End Client Data, including but not limited to any claim brought by a third party alleging that such data, or Subscriber's use of the Services in breach of these Terms, infringes or misappropriates the rights of a third party or violates applicable law. This indemnification obligation is subject to Subscriber's receipt of (i) prompt written notice of such claim (but in any event notice in sufficient time for Subscriber to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of the Company at Subscriber's expense.

Removals and Suspension#

The Company has no obligation to monitor any content uploaded to the Platform. Nonetheless, if the Company deems such action necessary based on Subscriber's violation of this Agreement or in response to takedown requests that the Company receives, the Company may: (1) remove Subscriber Data or End Client Data from the Platform; or (2) suspend Subscriber's access to the Platform. The Company will generally alert Subscriber when the Company takes such action and give Subscriber a reasonable opportunity to cure Subscriber's breach, but if the Company determines that Subscriber's actions endanger the operation of the Service or other users, the Company may suspend Subscriber's access immediately without notice. Subscriber will continue to be charged for the Service during any suspension period. The Company has no liability to Subscriber for removing or deleting Subscriber Data or End Client Data from or suspending Subscriber's access to any Services as described in this clause.

Data Retention and Deletion#

The specific retention periods and deletion mechanics that apply to Subscriber Data, End Client Data, and Output processed through the Services, including documents stored using DocuVault, are as follows:

Data outside DocuVault. Uploaded source documents (such as scanned receipts, invoices, and other images or PDFs) and the Output extracted from them using optical character recognition, visual document understanding, or other document-processing technology are retained for a minimum period of seven (7) years, unless the Subscriber or an authorised user explicitly deletes the relevant document or Output using the "Delete" or "Delete file" controls in the Platform's user interface. Deletion initiated in this way takes effect immediately as a permanent, irreversible deletion; the Company does not perform a soft deletion or retain a recoverable copy of the deleted item.

Cancelling a Subscription Package (Bronze, Silver, or Gold) does not, by itself, result in deletion of any data. All data remains available to the Subscriber for a minimum period of seven (7) years, whether or not the Subscriber maintains a paid Subscription Package, for as long as the Subscriber's account remains open.

Account deletion. If a Subscriber deletes its account altogether, all of the Subscriber's data is permanently deleted immediately, including uploaded files, Output, account settings, client lists, business settings, integrations with QuickBooks and Google Drive, team member records, identity and access management settings, workspace configuration, and subscription-related information.

Exceptions. The following records are not deleted upon account deletion: historical purchase records, historical credit (page) usage data, email correspondence with the Company, and current or historical support tickets raised by the Subscriber. These records are retained for audit purposes and to inform product improvement, including through the analysis of user feedback.

Data stored in DocuVault. DocuVault, the Company's optional document storage and organisation feature, is subject to the same retention and account-deletion rules described above, with one difference: a document deleted from DocuVault is not deleted immediately. It is instead moved to a "Trash" folder, where it is retained for thirty (30) days. During this 30-day period, the Subscriber may restore the document from the Trash folder. A document is permanently and irreversibly deleted, and can no longer be restored, either (i) automatically at the end of the 30-day period, or (ii) earlier, if the Subscriber permanently deletes it from the Trash folder, whether individually or by using a "Clear Trash" function that permanently deletes all documents then in the Trash folder. As with data outside DocuVault, this is a hard deletion; the Company does not retain a further recoverable copy once a document is permanently deleted from the Trash folder or the 30-day period expires.

Subscription Period, Billing and Termination#

• Subscription Period and Billing. The subscription shall be effective for the Subscription Period as set forth in the Subscription Package. Subscribers may choose a pay-as-you-go monthly billing cycle or an annual prepayment plan (which includes a 10% discount). Both the monthly pay-as-you-go plan and the annual prepayment plan automatically renew at the end of each billing cycle or Subscription Period, as applicable, unless the Subscriber cancels in accordance with the "Cancellation Policy" below or disables automatic renewal through the Subscriber's account settings, as further described in the "Auto-Renewal Disclosure" item below. There is no grace period in the event of a failed payment; see the "Failed Payments" item below for how failed payments and payment retries are handled. In this section, "Billing Term" refers to whether a Subscriber's Subscription Package is billed on a pay-as-you-go monthly basis or an annual prepayment basis, and "Plan Tier" refers to the Free Plan, Bronze, Silver, or Gold plan selected by the Subscriber; the items below describe how a change to either the Billing Term, the Plan Tier, or both, is treated.
• Failed Payments. If a payment for a recurring monthly or annual renewal, a plan upgrade, or a top-up purchase fails, the corresponding page credits are not added to the Subscriber's page balance and, in the case of a failed upgrade payment, the upgrade does not take effect, in each case until payment is successfully processed. A failed payment does not, by itself, suspend the Subscriber's access to the Platform or to any pages already in the Subscriber's page balance. The Company's payment processor is configured to automatically retry a failed payment using an adaptive, machine-learning-based retry schedule, typically involving up to four (4) retry attempts over approximately three (3) weeks from the date of the initial failed payment.
• Auto-Renewal Disclosure. UNLESS CANCELLED BY THE SUBSCRIBER IN ACCORDANCE WITH THE "CANCELLATION POLICY" BELOW, EACH SUBSCRIPTION PACKAGE AUTOMATICALLY RENEWS AT THE END OF ITS BILLING CYCLE OR SUBSCRIPTION PERIOD, AS APPLICABLE: (i) a monthly pay-as-you-go Subscription Package automatically renews each month at the then-current Subscription Fees for the Subscriber's selected plan; and (ii) an annual prepayment Subscription Package automatically renews for a further twelve (12)-month term at the then-current annual Subscription Fees for the Subscriber's selected plan. By selecting a paid Subscription Package and completing the registration process, the Subscriber affirmatively agrees to these automatic renewal terms. The Company will provide the Subscriber with advance notice, by email to the address on the Subscriber's account, of the automatic renewal of an annual prepayment Subscription Package, and of any increase in the Subscription Fees applicable to a renewal, in each case within the time period required by applicable law. The Subscriber may cancel automatic renewal, or the underlying subscription, at any time through the Subscriber's account settings or by contacting the Company, using a process that is at least as easy as the process by which the Subscriber initially subscribed, and in accordance with the "Cancellation Policy" below. The sign-up and checkout flow presents this auto-renewal disclosure, and captures the Subscriber's affirmative acknowledgment of it, before completing the purchase of a paid Subscription Package.
• Cancellation Policy. The Subscriber may cancel their subscription at any time. However, to prevent billing for the subsequent cycle, the cancellation request must be made at least 1 (one) working day before the start of the next billing cycle. Cancellations take effect at the end of the current billing cycle. No partial refunds are issued for unused time within the billing period. The Subscriber shall retain access to the subscribed plan features and any available page balance until the current billing cycle ends. If a plan ends mid-day, the exact time of day of the subscription start shall be used for the plan end.
• Cancellation of an Annual Prepayment Plan. If a Subscriber cancels an annual prepayment plan and does not select a replacement paid Subscription Package (whether the Subscriber's account reverts to the Free Plan or is closed altogether), at any point during the twelve (12)-month Subscription Period, the Company shall retain the Subscription Fees for the then-current calendar month in full, regardless of how much of that month has elapsed or how many pages remain unused, and the Subscriber may continue to use the Services, and any pages already in the Subscriber's page balance, through the end of that calendar month. The Company shall refund the Subscription Fees attributable to each remaining whole calendar month of the Subscription Period that has not yet begun, within ten (10) business days. For example, if a Subscriber cancels an annual plan after one and a half months of a twelve-month term, the Company retains the Subscription Fees for that first, partially-elapsed month and refunds the Subscription Fees for the remaining ten (10) months that have not yet started. Where a Subscriber instead switches to a different paid Subscription Package rather than cancelling outright, the "Downgrades Within the Same Billing Term" or "Switching from an Annual Billing Term to a Monthly Billing Term" item below applies, as relevant, in place of this item. The subscription shall be effective for the Subscription Period as set forth in the Subscription Package, unless terminated under these provisions.
• Upgrades Within the Same Billing Term (Monthly-to-Monthly or Annual-to-Annual). In the event of a plan upgrade, the billing cycle date does not change. This item applies where a Subscriber upgrades to a higher-tier Subscription Package while keeping the same Billing Term (for example, Bronze Monthly to Gold Monthly, or Bronze Annual to Gold Annual); for an annual prepayment plan, the annual renewal date also does not change. In both cases, the Subscriber's page balance for the remainder of the then-current billing cycle is increased immediately: the incremental page allowance (the higher plan's monthly page allowance less the prior plan's monthly page allowance) is prorated by the number of days remaining in the then-current calendar month (from and including the date of the upgrade) divided by the total number of days in that calendar month, rounded up to the next whole page, and added to the Subscriber's existing page balance. Any pages already in the Subscriber's page balance, including unused pages associated with the prior plan, are not forfeited. For example, if a Subscriber upgrades from the Bronze plan (1,000 pages per month) to the Gold plan (5,000 pages per month) on a date on which 20 of the 30 days in that calendar month remain, the incremental allowance is 4,000 pages (5,000 − 1,000), of which the Subscriber immediately receives approximately 2,667 pages (20/30 of 4,000, rounded up). For an upgrade between two monthly Subscription Packages, the Subscriber is charged today a prorated amount of the incremental Subscription Fees (the higher plan's monthly Subscription Fees less the prior plan's monthly Subscription Fees), using the same day-count proration described above, because the Subscriber has already paid the prior plan's Subscription Fees for the then-current billing cycle. On the start date of the next billing cycle, the Subscriber will be charged the full price of the upgraded plan and receive the full page allocation. For an upgrade between two annual prepayment Subscription Packages, the fee consequence described in the preceding paragraph does not apply; instead, the Company recalculates the Subscription Fees for the remainder of the then-current twelve (12)-month Subscription Period as follows: the value of the prior plan already consumed (valued at the prior plan's discounted annual rate, for each whole month elapsed plus the prorated portion of the then-current partial month) is subtracted from the Subscription Fees already paid for the prior annual plan to determine the prior plan's unused value; this unused value is credited against the cost of the higher plan (valued at the higher plan's discounted annual rate) for the same remaining period, and the Subscriber is charged the difference today, in place of, and not in addition to, the incremental fee described above. For example, assuming Bronze annual Subscription Fees of $1,620/year and Gold annual Subscription Fees of $7,020/year, if a Subscriber upgrades from Bronze annual to Gold annual after two complete months and ten days of a thirty-day third month of the twelve-month term (leaving nine and two-thirds months remaining), the value of Bronze consumed to date is approximately $315, so the unused Bronze value is approximately $1,305 ($1,620 − $315); the cost of Gold for the same remaining nine and two-thirds months is approximately $5,657, and the Subscriber is charged approximately $4,352 today ($5,657 − $1,305). The annual renewal date is unchanged.
• Downgrades Within the Same Billing Term (Monthly-to-Monthly or Annual-to-Annual). Subscribers may downgrade their plan at any time. Downgrades become effective at the start of the next billing cycle and prices are adjusted accordingly. The Subscriber remains on their existing plan until the end of the current cycle. This item applies where a Subscriber downgrades to a lower-tier paid Subscription Package while keeping the same Billing Term (for example, Gold Monthly to Bronze Monthly, or Gold Annual to Bronze Annual); downgrading to the Free Plan, or otherwise ending a paid Subscription Package without selecting a replacement paid Subscription Package, is instead governed by the "Cancellation Policy" item (for a monthly plan) or the "Cancellation of an Annual Prepayment Plan" item (for an annual plan) above. Any pages remaining in the Subscriber's page balance at the time of a downgrade, including unused pages associated with the prior, higher-tier plan, are not forfeited and remain available for use through the end of the then-current billing cycle. For a downgrade between two monthly Subscription Packages, no refund is due for the then-current billing cycle, consistent with the "Cancellation Policy" item above. For a downgrade between two annual prepayment Subscription Packages, the annual renewal date is unchanged, and the Company recalculates the Subscription Fees for the remaining whole calendar months of the twelve (12)-month Subscription Period that have not yet begun: the unused value of the prior, higher-tier plan for those remaining whole months (valued at the prior plan's discounted annual rate) is compared against the cost of the lower-tier plan for the same remaining whole months (valued at the lower plan's discounted annual rate), and the Company refunds the difference within ten (10) business days of the downgrade request; no refund is due for the then-current, partially-elapsed month. For example, assuming Gold annual Subscription Fees of $7,020/year and Bronze annual Subscription Fees of $1,620/year, if a Subscriber downgrades from Gold annual to Bronze annual on the tenth day of the third month of the twelve-month term, leaving nine whole months not yet begun, the unused value of Gold for those nine months is approximately $5,265 and the cost of Bronze for the same nine months is approximately $1,215, so the Company refunds approximately $4,050 within ten (10) business days.
• Switching from a Monthly Billing Term to an Annual Billing Term. This item applies where a Subscriber on a monthly pay-as-you-go Subscription Package switches to an annual prepayment Subscription Package, whether at the same Plan Tier (for example, Bronze Monthly to Bronze Annual) or a different Plan Tier (for example, Gold Monthly to Bronze Annual). Unlike an upgrade or downgrade within the same Billing Term, this switch takes effect immediately: a new twelve (12)-month annual Subscription Period, and a new monthly page-use cycle, both begin on the date of the switch. The Subscriber immediately receives the full monthly page allowance of the new annual plan and is charged the new annual plan's Subscription Fees, less a credit for the unused portion of the prior monthly plan, calculated as the percentage of the prior monthly plan's page allowance remaining unused, multiplied by the prior monthly plan's monthly Subscription Fees. Because a new monthly page-use cycle begins immediately, any pages remaining in the Subscriber's page balance under the prior monthly plan are not separately carried over as pages; their value is reflected only in the credit described in this item. For example, if a Subscriber with 50 of 1,000 Bronze Monthly pages remaining (5% unused) switches to Bronze Annual (Subscription Fees of $1,620/year), the credit is $7.50 (5% of the $150 Bronze Monthly Subscription Fees), and the Subscriber is charged $1,612.50 today ($1,620 − $7.50). If, instead, a Subscriber with 1,000 of 5,000 Gold Monthly pages remaining (20% unused) switches to Bronze Annual, the credit is $130 (20% of the $650 Gold Monthly Subscription Fees), and the Subscriber is charged $1,490 today ($1,620 − $130).
• Switching from an Annual Billing Term to a Monthly Billing Term. This item applies where a Subscriber on an annual prepayment Subscription Package switches to a monthly pay-as-you-go Subscription Package, whether at the same Plan Tier (for example, Gold Annual to Gold Monthly) or a different Plan Tier (for example, Gold Annual to Bronze Monthly). The Subscriber's existing page allowance for the then-current billing cycle is not reduced: the Subscriber may continue to use the pages allocated under the annual plan through the end of the then-current monthly page-use cycle. The switch to the monthly plan, including its monthly page allowance and monthly Subscription Fees, takes effect from the start of the next monthly page-use cycle. The Company refunds the Subscription Fees attributable to each remaining whole calendar month of the annual Subscription Period that has not yet begun (valued at the annual plan's discounted annual rate), within ten (10) business days of the date of the switch; because the monthly plan being switched to has no prepayment associated with it, this refund is not netted against the cost of the monthly plan. For example, assuming Gold annual Subscription Fees of $7,020/year, if a Subscriber switches from Gold annual to a monthly plan on the tenth day of the third month of the twelve-month term, leaving nine whole months not yet begun, the Company refunds approximately $5,265 (9 months at the Gold annual monthly-equivalent rate) within ten (10) business days, and the new monthly plan begins, with its corresponding monthly Subscription Fees and page allowance, from the start of the next monthly page-use cycle.
• Consequences of Termination. Upon termination of these Terms, or any Services provided hereunder for any reason, (i) Subscriber shall cease (and shall ensure the authorised users cease) to use the Platform except for the pages already subscribed and paid for; and (ii) Subscriber will remove, delete and return or destroy, as Company instructs in writing the confidential information, all copies thereof in its possession and control. The retention and deletion of Subscriber Data, End Client Data, and Output following cancellation or account closure is governed by the "Data Retention and Deletion" section above.
• Any provisions of these Terms that by their nature should survive termination or expiration shall survive, including without limitation provisions relating to accrued payment obligations, intellectual property ownership, confidentiality, indemnities, disclaimers, limitations of liability, dispute resolution, and data handling obligations expressly stated to apply after termination.

Taxes#

The Company is not currently registered or otherwise established for tax purposes in the United States, and the volume of business the Company conducts in the United States is not currently significant enough to require such registration. Accordingly, the Company does not currently add or collect any indirect tax (such as sales tax) on the Subscription Fees or other amounts displayed or charged to Subscribers in the United States. This position may change if the Company's US tax registration obligations change, in which case the Company will update its checkout process and this section accordingly. Each Subscriber remains responsible for any taxes, duties, or similar governmental charges that may apply to its own use of the Services under applicable law, other than taxes based on the Company's net income.

General#

• The Company and/or its licensors shall continue to own absolutely all right, title and interest in and to the Platform, including all intellectual property rights therein. The Subscriber acquires no right whatsoever to the Platform. For the avoidance of doubt, this clause does not affect the Subscriber's ownership of Output as set out in the "Data" section above.
• Company Indemnity. The Company shall defend, indemnify, and hold harmless the Subscriber from and against any loss, cost, liability, or damage, including reasonable attorneys' fees, arising from any third-party claim that the Platform, as provided by the Company and used by the Subscriber in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights, provided that this indemnification obligation shall not apply to the extent the claim arises from: (i) Subscriber Data, End Client Data, or any other materials provided by the Subscriber; (ii) modification of the Platform by any person other than the Company; (iii) combination of the Platform with any product, service, or data not provided by the Company; or (iv) the Subscriber's use of the Platform in breach of these Terms. If the Platform becomes, or in the Company's opinion is likely to become, the subject of such a claim, the Company may, at its option and expense: (a) procure for the Subscriber the right to continue using the Platform; (b) replace or modify the Platform to make it non-infringing without material loss of functionality; or (c) if neither of the foregoing is commercially reasonable, terminate the Subscriber's right to use the affected Service and refund any prepaid, unused Subscription Fees for the terminated portion of the then-current Subscription Period. This indemnification obligation is subject to the Company's receipt of (i) prompt written notice of the claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of the claim; and (iii) all reasonable necessary cooperation of the Subscriber at the Company's expense. This clause states the Company's entire liability, and the Subscriber's sole and exclusive remedy, for any claim of intellectual property infringement or misappropriation relating to the Platform.
• Each Party ("Recipient") shall keep confidential all Confidential Information disclosed by the other Party ("Discloser"). For the purposes of these Terms, Confidential Information shall mean any non-public information or data of a confidential nature identified as confidential by the Discloser, whether in written, oral, electronic, visual, or other form, including but not limited to any information regarding a party's business, technical, financial, marketing, products or services and all information pertaining to the Platform, including source code and object code. The Recipient shall not disclose the Confidential Information to third parties and shall only disclose the same to their employees on a 'need-to-know' basis and subject to terms of confidentiality at least as protective of the Confidential Information as these terms. Confidential Information shall not include information that the Recipient can demonstrate: (i) is or becomes publicly available through no breach of these Terms; (ii) was lawfully known to the Recipient without restriction before disclosure by the Discloser; (iii) is lawfully received by the Recipient from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information. At the expiration or termination of these Terms or when requested earlier by the Discloser, the Recipient shall immediately return to Discloser or upon the Discloser's written request destroy, all the Confidential Information, as well as copies of the Confidential Information. These obligations survive the term or termination of these Terms unless the Confidential Information comes into the public domain, otherwise than by the breach of the Recipient of these provisions.
• EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, PLATFORM, AND ALL RELATED FEATURES, FUNCTIONALITIES, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET THE SUBSCRIBER'S PARTICULAR REQUIREMENTS. THE SERVICES USE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGY TO EXTRACT, CLASSIFY, AND PROCESS INFORMATION FROM DOCUMENTS, AND THE RESULTING OUTPUT MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES. THE SUBSCRIBER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ANY OUTPUT BEFORE RELYING ON IT FOR ACCOUNTING, FINANCIAL, TAX, OR OTHER BUSINESS PURPOSES, AND THE COMPANY DISCLAIMS ANY WARRANTY THAT SUCH OUTPUT WILL BE ACCURATE OR COMPLETE.
• The Company may update, modify, enhance, or discontinue non-material features or functionalities of the Services from time to time for business, technical, legal, or security reasons. The Company shall use commercially reasonable efforts not to materially reduce the core functionality of the Services during a then-current paid Subscription Period.
• Notwithstanding anything to the contrary in these Terms or any correspondence between the parties, and to the maximum extent permissible under law: (a) Company shall not be liable for any indirect damages whatsoever, including but not limited to special, incidental, consequential, punitive, business expectancy or exemplary damages, or lost profits, under any theory of liability, whether or not such party had notice of the possibility of such damages; and (b) Company's maximum aggregate liability shall be limited to the Subscription Fees paid by Subscriber to the Company in the twelve (12) months immediately preceding the event giving rise to the claim. The limitations in sub-clauses (a) and (b) above shall not apply to: (i) either Party's breach of its confidentiality obligations under these Terms; (ii) the Subscriber's breach of the use restrictions set out in the "Obligations of the Subscriber" section above; (iii) either Party's indemnification obligations under these Terms; or (iv) either Party's breach of the "Export Control and Sanctions" representations below.
• These Terms, inclusive of the annexures hereto are governed by the Indian laws. Disputes or differences arising out of or related to these Terms shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration proceedings shall be conducted in English, with the seat at Bangalore (irrespective of the venue) by a sole arbitrator mutually agreed by the Parties. If the Parties are unable to agree on a sole arbitrator within thirty (30) days of either Party's written request to arbitrate, the sole arbitrator shall, at the request of either Party, be appointed in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time, including, if necessary, by an application to a court of competent jurisdiction under Section 11 of that Act. The Parties agree that the arbitration may be held online. To the maximum extent permitted by applicable law, any arbitration conducted under this clause shall be conducted solely on an individual basis, and shall not be joined or consolidated with any other arbitration or proceeding, and no arbitrator shall have authority to conduct any arbitration as a class, collective, or representative action or to award relief to, or on behalf of, any person or entity not a party to the individual arbitration. If this class, collective, or representative action waiver is found by a court or arbitrator to be unenforceable as applied to a particular dispute or Subscriber, that finding shall not render the remainder of this clause, including the agreement to arbitrate on an individual basis, unenforceable, and the arbitration agreement shall be enforced without the unenforceable provision. Nothing in this clause shall prevent either Party from seeking urgent interim, provisional, or injunctive relief from a court of competent jurisdiction, including in relation to any actual or threatened breach of confidentiality, unauthorised use of the Platform, or infringement of intellectual property rights, whether before, during, or pending the constitution of the arbitral tribunal, and the seeking of such relief shall not be deemed a waiver of the obligation to arbitrate. Subject to the foregoing, the Parties shall submit exclusively to the jurisdiction of the courts in Bangalore. Nothing in this clause is intended to require a Subscriber to waive any consumer protection, or other statutory right, that applicable law does not permit to be waived by agreement, and this clause shall be construed, to the extent required by applicable law, so as to preserve any such non-waivable right.
• Neither party shall be liable for any failure to perform its obligations under these Terms if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God, fires, floods, storms, earthquakes, riots, acts of terrorism, wars or pandemic, governmental restrictions, other cause or causes which could not with reasonable diligence be controlled or prevented by such party.
• Export Control and Sanctions. Each Party represents and warrants that it is not identified on any list of prohibited or restricted parties, including those maintained by the United Nations Security Council, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, or any other applicable governmental authority, and is not located in, organised under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive sanctions administered by such authorities. Each Party shall comply with all applicable export control and economic sanctions laws and regulations in connection with these Terms and the Services, including with respect to the Platform, any Subscriber Data or End Client Data, and any technology made available under these Terms. Neither Party shall, directly or indirectly, export, re-export, or otherwise make available the Services, the Platform, or any related technology to any person, entity, or country where doing so would violate such laws or regulations.
• The relationship of the parties to each other is intended to be that of independent contractors and shall not be interpreted to constitute an agency, partnership or joint venture.
• Neither party shall assign, sell, transfer, delegate or otherwise dispose of, by operation of law or otherwise, these Terms or any of its rights or obligations under these Terms without the prior written consent of the other party.
• If any provision of these Terms are, for any reason, held to be invalid, illegal or unenforceable, such illegality, validity and unenforceability shall not affect other relevant provisions of these Terms, unless otherwise stated by applicable law. The parties shall agree within a reasonable time to make necessary modifications/variations to these Terms in order to achieve the objectives of the nullified clauses.
• The waiver by either party of a breach of or a default under any provision of these Terms shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of these Terms.
• No modifications, amendments or supplements to these Terms shall be effective for any purpose unless in writing and signed by duly authorised officers or legal representatives of both parties. These Terms constitute the entire understanding between the parties and supersedes/cancels/replaces any and all previous understandings, whether written or oral between the Parties with respect to the subject matter hereof.

As these Terms are accepted electronically in the manner described in the Introduction above, no signature block is required. The Company shall retain a record of the Subscriber's electronic acceptance of these Terms, including the identity of the accepting individual, the associated account, and the date and time of acceptance, which record shall be admissible as evidence of the Subscriber's acceptance of these Terms to the same extent as a signed original.

Annexure A#

Subscription Packages

1. Free Plan#

• New users signing up for the first time are granted 100 Free Plan pages (limited to one Free Plan grant per email address).
• Free Plan pages never expire.
• No payment is required to use the Free Plan.
• The Free Plan is not a one-time trial: a Subscriber may remain on, or return to, the Free Plan at any time, including by ending a paid Subscription Package without selecting a replacement paid Subscription Package (see the "Cancellation Policy" and "Cancellation of an Annual Prepayment Plan" items above). Once a Subscriber's Free Plan pages are used, processing additional pages requires selecting a paid Subscription Package.

2. Paid Subscription Plans#

After the exhaustion of the Free Plan's page allowance, the Subscriber may choose one of the following paid Subscription Packages:

Same FigureIQ capabilities. Choose by monthly page volume. Bronze, Silver, and Gold provide identical features and functionality and differ only in their monthly page allowance.

3. Top-Up Pages#

• Subscribers on a paid Subscription Package (Bronze, Silver, or Gold) may purchase top-up pages in buckets of 500 pages at any time, whether or not their Monthly Page Limit has been exhausted. Subscribers on the Free Plan are not eligible to purchase top-up pages and must first select a paid Subscription Package.
• Unused top-up pages are non-refundable.