TERMS AND CONDITIONS OF SERVICE

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER "YOU" OR "YOUR" OR "CUSTOMER") AND MEGAMAX SERVICES PVT. LTD. (HEREINAFTER "MEGAMAX", "WE", "US", OR "OUR"), GOVERNING YOUR ACCESS TO AND USE OF THE KASTURI HR PLATFORM AND ALL ASSOCIATED SERVICES. BY ACCESSING OR USING THE PLATFORM IN ANY MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE.

These Terms and Conditions of Service ("Agreement" or "Terms") constitute a legally binding contract between Megamax Services Pvt. Ltd. ("Megamax", "Company", "we", "us", "our"), a company incorporated under the Companies Act, 2013 having Company Cin U74140DL2015PTC282288, Company GST 09AAJCM8185E2Z0 with its registered office at 101, Pratap Nagar Mayur Vihar, Phase-1 East Delhi, Delhi-110091, India and the Customer or User ("you", "your") accessing or using the Kasturi HR Application and KasturiHR.com (collectively, the "Platform"). This Agreement governs access to and use of the Platform, including all modules, APIs, mobile applications, dashboards, content, and Services made available thereunder.

This Agreement incorporates by reference, and the Customer agrees to be bound by, the following Megamax documents, each as amended from time to time: (i) the Privacy Policy; (ii) the Data Processing Agreement ("DPA"), attached as Schedule 1. In the event of any conflict, the order of precedence shall be: this Agreement → DPA → Privacy Policy.

In this Agreement, the following terms shall have the meanings assigned to them below, unless the context expressly requires otherwise:

2. Acceptance of Terms

2.1 Binding Effect

This Agreement becomes legally binding upon the earliest of: (i) account registration and activation on the Platform; (ii) payment of any Subscription fee; or (iii) any access to or use of the Platform, whichever occurs first. Electronic acceptance of this Agreement — including by clicking "I Agree", completing the registration process, or making payment — constitutes a valid, binding, and enforceable electronic contract under Section 10A of the Information Technology Act, 2000.

2.2 Authority to Bind

The individual accepting this Agreement on behalf of a Customer entity represents and warrants that they are duly authorised to enter into legally binding obligations on behalf of that entity, and that the Customer entity has the capacity to enter into this Agreement under applicable law.

2.3 Age Requirement

The Platform is designed for professional and enterprise use only. By accepting this Agreement, you represent that you are at least 18 years of age and have full legal capacity to enter into a binding contract under the Indian Contract Act, 1872.

2.4 Continued Use

Your continued access to or use of the Platform following notification of any amendment to this Agreement constitutes acceptance of the revised terms. If you do not accept any amendment, you must notify Megamax and cease use of the Platform as set out in Clause 19.

2.5 Billing Entity

The Customer may select one of the affiliated Megamax entities as the designated billing entity. Megamax shall not change the selected billing entity without the Customer's prior written consent. For the avoidance of doubt, the term "Customer" or "You" shall also include employees or other individuals using the Services. Access to and use of the Services constitutes acceptance by the Customer of all the terms and conditions of this Agreement, as well as all Megamax Policies published on the website (in the "Trust Hub" section), in particular the Megamax Privacy Policy. Megamax has the right to update its Policies during the term of the Agreement, subject to the notice requirements in Clause 19.

3. Eligibility and Account Registration

3.1 Eligibility

Access to the Platform is available to registered enterprise customers and their authorised representatives. The Platform is not available to individuals acting in a personal capacity or to minors under 18 years of age.

3.2 Registration Requirements

To access the Platform, the Customer must: (i) complete the registration process at KasturiHR.com or through a Megamax representative; (ii) provide true, accurate, complete, and current information; (iii) accept this Agreement, the Privacy Policy; and (iv) pay the applicable Subscription fee. Megamax may reject any registration application at its sole discretion without providing reasons.

3.3 Account Credentials.

Upon registration, the Customer is assigned a unique account identifier and subdomain. The Customer is solely responsible for:

• Maintaining the confidentiality and security of all account credentials, passwords, and access tokens;
• Ensuring that usernames and passwords are not shared between individuals or outside the Customer's organisation;
• All activities occurring under its account, including those of Authorised Users;
• Promptly notifying Megamax at support@kasturihr.com upon discovering any actual or suspected unauthorised access to or use of the account.

3.4 Accurate Information.

The Customer undertakes to maintain the accuracy and currency of all registration information throughout the term of this Agreement. Megamax is not liable for any consequences arising from inaccurate or outdated registration information provided by the Customer.

3.5 Multiple Users and Per-User Licensing.

The Customer must pay the applicable Subscription fee for each Authorised User added to the Platform. Each Authorised User shall be assigned a unique login identifier. Credentials issued to one Authorised User shall not be shared with or transferred to another individual. Any sharing of credentials shall be treated as a material breach of this Agreement, entitling Megamax to charge the applicable fee for each additional user identified as sharing credentials, with immediate effect.

4. Authorised Use and Prohibited Conduct

4.1 Licence Grant

Subject to the Customer's full and ongoing compliance with this Agreement and timely payment of all applicable Subscription fees, Megamax grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the Customer's internal HR and workforce management purposes during the Subscription term.

4.2 Permitted Use

The Platform may be used only for its intended purpose as an HRMS solution for managing the Customer's own workforce. Any use beyond the scope of this Agreement requires Megamax's prior written consent.

4.3 General Prohibition

Using the Platform for any unlawful, fraudulent, deceptive, or otherwise unlawful purpose, or in violation of any applicable law or regulation, or using the Platform or any derived data to develop, train, or benchmark competing HRMS or AI software, shall be subject to legal action.

1. Technical Prohibitions
• Reverse engineering, decompiling, disassembling, decoding, or otherwise attempting to derive or access the source code, algorithms, or trade secrets underlying the Platform;
• Modifying, adapting, translating, or creating derivative works based on the Platform or any component thereof;
• Attempting to bypass, disable, or circumvent any security, access control, licence control, or authentication mechanism of the Platform;
• Accessing or attempting to access the Platform, systems, or related networks in any unauthorised manner.
• Interfering with, disrupting, or degrading the integrity, performance, or availability of the Platform or any of its underlying infrastructure, including by introducing excessive load, denial-of-service (DoS) attacks, or similar actions;
• Using any automated tool, bot, scraper, crawler, script, or robotic process automation (RPA) tool to access, extract data from, or interact with the Platform except through Megamax's officially supported API and in strict compliance with Megamax's API Terms of Use;
• Conducting or commissioning any security testing, vulnerability assessment, or penetration testing (VAPT) on the Platform's production environment without Megamax's prior written authorisation;
• Uploading or introducing viruses, Trojan horses, worms, ransomware, time bombs, cancelbots, or any other malicious code or harmful software into the Platform;
• Consolidating connections or using virtualisation, multiplexing, or pooling techniques to circumvent user or device limits set in this Agreement.
2. Legal and Conduct Prohibitions
• Using the Platform for any purpose that is unlawful, fraudulent, deceptive, or in violation of any applicable law or regulation;
• Uploading, transmitting, or making accessible through the Platform any content that infringes the Intellectual Property Rights, privacy rights, or other rights of any third party;
• Impersonating any individual or entity, or misrepresenting your affiliation with any person or organisation;
• Using the Platform to harass, stalk, threaten, or collect or store personal data about any individual without authorisation or lawful basis;
• Transmitting unsolicited commercial communications (spam), phishing messages, or any form of unlawful solicitation through the Platform;
• Renting, leasing, lending, selling, sublicensing, assigning, or otherwise transferring access rights to the Platform or any part thereof to any third party;
• Modifying, removing, or obscuring any copyright notice, trademark, or other proprietary marking visible on or through the Platform;
• Using the Platform to provide services to third parties in the nature of a bureau service, outsourced processing service, or service provider arrangement unless separately authorised by Megamax in writing.

4.4 Consequences of Breach

A breach of Clause 4.3 constitutes a Material Breach of this Agreement entitling Megamax to: (i) immediately suspend or terminate the Customer's access under Clause 12 without notice or refund; (ii) claim liquidated damages in respect of any unauthorised use, reproduction, or exploitation of Megamax's Intellectual Property, calculated at three times the applicable annual Subscription fee for the modules concerned; and (iii) seek injunctive relief and any other remedy available in law or equity, without the requirement to post any bond or prove actual damage.

Customer Responsibilities for Employee Data

5.1 Dual process framework

Where the Customer uploads its employees' personal data to the Platform, the Customer acts as the Data Fiduciary under the DPDP Act, 2023, and Megamax acts as the Data Processor. Megamax's obligations as Data Processor are governed exclusively by the DPA executed between the Parties. This Clause 5 sets out the Customer's non-delegable responsibilities as Data Fiduciary.

5.2 Customer's Obligations as Data Fiduciary

The Customer represents, warrants, and undertakes to Megamax that:

• It has established and maintains a valid and documented lawful basis under the DPDP Act, 2023 and all applicable Indian laws for every category of employee personal data it collects and uploads to the Platform;
• It has issued appropriate, clear, and timely privacy notices to all employees and individuals whose personal data is uploaded to the Platform, prior to such upload;
• It has obtained and recorded all consents required by applicable law — including explicit consent for sensitive personal data (SPDI) such as biometric data, financial data, and health information — before uploading such data to the Platform;
• All personal data uploaded to the Platform has been lawfully collected, is accurate, is not excessive for the stated purpose, and has been collected with full disclosure to the affected individuals;
• It will respond to all Data Principal rights requests received from its employees in respect of data held on the Platform, within the timelines prescribed by the DPDP Act, 2023;
• It complies, and shall continue to comply, with all applicable laws governing the collection, processing, storage, and transfer of employee personal data, including the DPDP Act, 2023, the IT (SPDI) Rules, 2011, applicable Indian labour codes (including the Code on Social Security, 2020 and the Code on Wages, 2019), and income tax and provident fund regulations;
• It shall not instruct Megamax to process any personal data in a manner that would violate applicable law.

5.3 End-to-End Encryption

Megamax provides end-to-end encryption for all payroll and financial data stored and transmitted through the Platform. The Customer acknowledges that this technical safeguard does not reduce the Customer's legal obligations as Data Fiduciary, including the obligation to ensure that the underlying data was lawfully collected and accurately reflects the employment relationship.

5.4 Employee Rights Requests

Employees whose data has been uploaded to the Platform by the Customer must direct all data access, correction, erasure, and grievance requests to the Customer's designated HR administrator in the first instance. Megamax will implement the Customer's instructions in relation to such requests in accordance with the DPA and applicable law. Megamax is not obligated to process employee rights requests independently of Customer instructions.

5.5 Customer Indemnity for Data

The Customer shall fully indemnify, defend, and hold harmless Megamax and the Megamax Group from and against all losses, claims, damages, regulatory penalties, enforcement actions, costs, and expenses (including reasonable legal fees) arising from or in connection with: (i) any breach by the Customer of this Clause 5; (ii) any unlawful collection, processing, or disclosure of employee personal data by or on behalf of the Customer; (iii) any claim by a Data Principal in respect of Customer Data; or (iv) any regulatory investigation, fine, or enforcement action by the Data Protection Board of India or any other authority arising from the Customer's activities as Data Fiduciary. This indemnity is not limited by the liability cap in Clause 14.4.

5.6 Free Trial

If you register for a free trial of one or more Services, Megamax will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by Megamax in its sole discretion. Any data that you enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.

Subscription, Billing, and Payment

6.1 Subscription Plans.

Access to the Platform is provided on a subscription basis. The applicable Subscription plan, modules, number of Authorised Users, fees, and billing frequency will be set out in the invoice, order form, or account dashboard agreed between the Parties at the time of registration or renewal. The current pricing is published at KasturiHR.com.

6.2 Fee Structure.

The Subscription fee is calculated based on: (i) the Platform modules selected; and (ii) the number of Authorised Users registered under the Customer's account. Fees will be adjusted proportionally upon changes to the number of Authorised Users or the selection of modules.

6.3 Billing and Payment.

• Fees are quoted and payable in Indian Rupees (INR) unless otherwise agreed in writing for cross-border engagements.
• Fees are quoted and payable in Indian Rupees (INR) unless otherwise agreed in writing for cross-border engagements.
• Subscription fees are billed in advance for the applicable subscription period.
• The Customer must raise any dispute regarding an invoice in writing to billing @kasturihr.com within 5 business days of the invoice date, providing full details of the disputed amount and the grounds for dispute. Any invoice not disputed within this period shall be deemed accepted, correct, and irrevocably due. Megamax shall not be obligated to consider disputes raised outside this window.

6.4 Late Payments

If any undisputed amount is not received by the due date, Megamax may, without liability: (i) suspend access to the Platform on 7 days' written notice (reduced to immediate suspension if the Customer has defaulted on payment on any prior occasion); and/or (ii) charge interest on overdue amounts at 1.5% per month, compounding monthly from the due date until actual payment, without any requirement for a demand or notice. The Customer shall also reimburse Megamax for all reasonable costs of collection, including legal fees.

6.5 Taxes

All fees are exclusive of GST, withholding tax, and all other applicable taxes, levies, or duties. The Customer is responsible for all applicable taxes on its Subscription. The Customer shall provide its GSTIN and all relevant tax information to Megamax upon request. If the Customer is required to withhold any tax, the Customer shall gross up the payment so that Megamax receives the full invoiced amount net of withholding.

6.6 Free Trial

Megamax may, at its discretion, offer a free trial period of up to 7 days. During a free trial, the Customer agrees to provide accurate registration information and to accept this Agreement and the Privacy Policy. No payment is required during the trial period. At the expiry of the trial, the Customer must subscribe to a paid plan or cease use of the Platform.

6.7 No Refunds

Except where expressly required by applicable law or as set out in a separate written agreement, all fees paid are non-refundable. No refunds or credits shall be issued for: (i) unused portions of a prepaid Subscription period; (ii) early termination by the Customer; or (iii) partial months of service.

6.8 Pricing Modifications

Megamax reserves the right to modify Subscription fees upon no less than 30 calendar days' prior written notice for monthly plans and 60 calendar days' prior written notice for annual plans. If the Customer does not agree to the revised fees, it may terminate this Agreement before the new fees take effect, as set out in Clause 12. Continued use of the Platform after the effective date of a price change constitutes acceptance of the revised fees.

6.9 Suspension Does Not Excuse Payment

Suspension of access to the Platform under Clause 12 does not suspend or reduce the Customer's obligation to pay all Subscription fees for the remainder of the applicable Subscription period.

Intellectual Property Rights

7.1 Ownership by Megamax

The Platform — including all software, source code, object code, algorithms, data structures, databases, APIs, user interfaces, design elements, documentation, branding, trademarks, and all Intellectual Property Rights therein — is and shall remain the exclusive property of Megamax Services Pvt. Ltd. or its licensors. Nothing in this Agreement shall be construed as a transfer, assignment, or waiver of any Intellectual Property Rights from Megamax to the Customer.

7.2 Access to Customer

Subject to Clause 4.1, the Customer receives a access to use the Platform during the Subscription term only. This licence does not include any right to: (i) access or use the source code; (ii) create derivative works; (iii) sub-license the Platform to any third party; or (iv) use the Platform after termination or expiry of the Subscription.

7.3 Kasturi HR Brand and Name

The name "Kasturi HR", the KasturiHR.com domain, associated logos, and all related marks are trademarks and intellectual property of Megamax Services Pvt. Ltd. The Customer may not use these marks in any manner — including in marketing materials, press releases, or third-party communications — without Megamax's prior written consent.

7.4 Customer Data Ownership

The Customer retains ownership of Customer Data. By uploading Customer Data to the Platform, the Customer grants Megamax a limited, non-exclusive, royalty-free, worldwide licence to store, process, and use the Customer Data solely to provide the Services and as set out in the DPA. The Customer further grants Megamax the right to use aggregated and anonymised Customer Data for product improvement, benchmarking, and analytics purposes, provided such use does not identify the Customer or any individual.

7.5 Feedback and Suggestions

Any feedback, suggestions, ideas, or improvements relating to the Platform provided by the Customer or its Authorised Users ("Feedback") may be used by Megamax without restriction or compensation. The Customer hereby assigns to Megamax all rights in any such Feedback. Megamax is not obligated to implement any Feedback.

7.6 Reservation of Rights

All rights not expressly granted to the Customer under this Agreement are reserved by Megamax only. Any unauthorised use of the Platform or its Intellectual Property constitutes a breach of this Agreement and may give rise to claims for copyright infringement, trademark infringement, or breach of contract under applicable Indian law.

7.7 No Competing Use

The Customer shall not use the Platform, or any data, outputs, or insights derived from it, to: (i) develop, train, improve, or benchmark any competing HRMS software or artificial intelligence system; or (ii) provide any service that replicates or substantially substitutes for the Platform’s functionality.

8. Third Party Services and Integrations

8.1 Third-Party Services Available

The Platform may include, integrate with, or provide access to the following categories of Third-Party Services:

8.2 Customer's Responsibility for Third-Party Services

Where the Customer enables any Third-Party Service or integration, the Customer:

• Is solely responsible for procuring and maintaining any licence, subscription, or right necessary to use that Third-Party Service;
• Acknowledges that the Third-Party Service is governed by the provider's own terms of service and privacy policy;
• Acknowledges that Megamax is not responsible for the availability, functionality, accuracy, security, or data practices of any Third-Party Service;
• Accepts full responsibility for any data flows to and from Third-Party Services enabled at the Customer's instruction.

8.3 No Endorsement or Liability

Megamax does not endorse or make any representations about any Third-Party Service. Access to or use of Third-Party Services is entirely at the Customer's own risk. Megamax expressly disclaims all liability in respect of Third-Party Services, including any loss of data, business interruption, or security breach caused by a Third-Party Service.

8.4 Megamax Sub-Processors

Megamax uses Microsoft Azure (India region) as its primary cloud infrastructure sub-processor. A current list of approved sub-processors is maintained in the DPA and at https://kasturihr.com/sub-processors. Megamax will provide 30 days' prior written notice before adding or replacing a material sub-processor. The Customer may only object on the basis of documented evidence of a specific and demonstrable risk of non-compliance with the DPDP Act, 2023. Objections based on commercial preference, competitive concerns, or general dissatisfaction do not constitute valid grounds. If Megamax cannot provide the Services without the new sub-processor and the Customer's objection is not resolved within 30 days, either Party may terminate the affected Services on 14 days' written notice; no refund of prepaid fees shall be issued.

9. Service Availability and Maintenance

9.1 Service Commitment

Megamax shall use commercially reasonable efforts to make the Platform available to the Customer during the Subscription term, in accordance with the service levels set out in the applicable Order or Subscription documentation. Where no specific service level is documented, Megamax targets a 99.99% monthly availability rate, excluding scheduled and emergency maintenance.

9.2 Service Level Remedies

Any service level commitments beyond the availability target in Clause 9.1, including associated remedies such as service credits, are available exclusively under a separately executed SLA addendum or Enterprise Order Form. In the absence of a signed SLA addendum, no service credits, fee rebates, or other financial remedies shall be payable by Megamax for any Platform downtime or unavailability. For all standard Subscription customers, Megamax's commercially reasonable efforts obligation under Clause 9.1 constitutes Megamax's entire and sole obligation with respect to Platform availability.

9.3 Scheduled Maintenance

Megamax may temporarily suspend access to the Platform or specific modules for scheduled maintenance. Megamax shall provide the Customer with at least 24 hours' advance written notice (via email or in-Platform notification) before commencing any planned maintenance activity.

9.4 Emergency Maintenance

In the event of an emergency requiring immediate intervention to protect Platform integrity, security, or data, Megamax may suspend access without prior notice. Megamax shall notify the Customer as soon as reasonably practicable after commencing emergency maintenance.

9.5 Platform Updates and Modifications

The Platform undergoes continuous development. Megamax reserves the right to update, modify, upgrade, deprecate, or discontinue Platform features, modules, and functionality at any time, at its sole discretion, without liability to the Customer. Megamax will use reasonable efforts to provide advance notice of material changes where practicable but is not obligated to do so.

9.6 No Liability for Downtime

Megamax shall not be liable to the Customer for any loss, damage, or inconvenience arising from Platform unavailability or downtime caused by: (i) scheduled or emergency maintenance; (ii) Force Majeure events (as defined in Clause 16.6); (iii) third-party infrastructure failures (including failures of Microsoft Azure or internet connectivity); or (iv) the Customer's own acts or omissions.

9.7 Support

Standard support is available Monday to Friday, 9:00 AM to 7:00 PM IST via support@kasturihr.com. Response targets: 1 business day for general queries; 4 business hours for critical incidents affecting core payroll or access. Enterprise plan subscribers may access priority support (24/7 for critical incidents) through the support portal. Detailed support tiers and response SLAs applicable to each plan are published on the Platform and may be updated by Megamax from time to time.

10. Confidentiality and Data Security

10.1 Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential. Confidential Information includes, without limitation: business plans, financial data, pricing, technical specifications, source code, Customer Data, employee personal data, trade secrets, know-how, client lists, and the specific terms of this Agreement.

10.2 Obligations of Confidentiality

The Receiving Party shall:

• Hold all Confidential Information of the Disclosing Party in strict confidence;
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
• Use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;
• Limit access to Confidential Information to those of its personnel who have a genuine business need to know, and who are bound by written confidentiality obligations at least as protective as those in this Clause;
• Immediately notify the Disclosing Party in writing upon discovering any actual or suspected unauthorised disclosure of Confidential Information.

10.3 Exceptions

The obligations in Clause 10.2 do not apply to information that: (i) was already in the Receiving Party's possession, free of any confidentiality obligation, at the time of disclosure; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by applicable law, court order, or a competent regulatory authority, provided that, to the extent permitted, the Receiving Party gives the Disclosing Party advance written notice and cooperates in any application to limit the disclosure.

10.4 Data Security Measures

Megamax maintains the following technical and organisational security measures to protect Customer Data and Confidential Information:

• At-rest encryption of Customer Data hosted on Microsoft Azure's enterprise-grade India-region infrastructure;
• Multi-factor authentication options for Platform access;
• Documented incident response, containment, and breach notification procedures.
• End-to-end encryption for all payroll, financial, and sensitive personal data stored and transmitted through the Platform;

10.5 Customer's Security Obligations

The Customer is responsible for maintaining the security of: (i) its account credentials and those of all Authorised Users; (ii) the devices used to access the Platform; and (iii) any data extracted from the Platform and stored outside the Platform environment.

10.6 Data Breach Notification

In the event that Megamax becomes aware of a personal data breach affecting Customer Data, Megamax shall notify the Customer's designated contact within 72 hours of becoming aware of the breach (or such shorter period as specified in the DPA), providing the details required by the DPA to enable the Customer to meet its own notification obligations. The Customer, as Data Fiduciary, is responsible for notifying the Data Protection Board of India and affected Data Principals in accordance with the DPDP Act, 2023.

10.7 Survival

The obligations of confidentiality under this Clause 10 shall survive the termination or expiry of this Agreement for a period of 5 years, except in respect of information that constitutes a trade secret, in which case confidentiality obligations shall apply indefinitely.

11. Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing”, or unsolicited mass distribution of email. Megamax reserves the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

12. Suspension, Termination, and Account Closure

12.1 Suspension by Megamax

Megamax may suspend the Customer's access to the Platform (in whole or in respect of specific modules) immediately and without prior notice where:

• The Customer is in material breach of any provision of this Agreement, including Clause 4 (prohibited conduct) or Clause 5 (Customer responsibilities for employee data);
• There is evidence of, or Megamax reasonably suspects, unauthorised access, security compromise, or malicious activity from the Customer's account;
• Megamax is required to do so by applicable law, regulation, or the direction of a competent authority.

Megamax may also suspend access upon 14 days written notice where the Customer has failed to pay any undisputed amount due under Clause 6. Suspension does not affect the Customer's obligation to pay all outstanding fees.

12.2 Termination by Megamax

Megamax may terminate this Agreement with immediate effect upon written notice where:

• The Customer commits a Material Breach that is incapable of remedy, or that the Customer fails to remedy within 30 days of written notice from Megamax; provided that for repeat breaches (2 or more Material Breaches within any 12-month period), Megamax may terminate immediately without any cure period;
• The Customer becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to insolvency, bankruptcy, or winding-up proceedings;
• Continued provision of the Services would cause Megamax to violate applicable law;
• The Customer commits any breach of Clause 7 (IP) or Clause 4.3 (prohibited conduct).

Termination by Megamax under this Clause shall not entitle the Customer to any refund of prepaid fees.

12.3 Termination by Customer

The Customer may terminate this Agreement:

The Customer may terminate this Agreement for convenience effective at the end of the then-current Subscription period by providing formal written notice to Megamax at least thirty (30) days prior to the renewal date for monthly plans, or at least sixty (60) days prior to the renewal date for annual plans.

12.4 Effect of Termination

Upon termination or expiry of this Agreement for any reason:

• All licences and access rights granted under this Agreement terminate immediately;
• The Customer must immediately cease all use of the Platform and delete or return (at Megamax's election) all Confidential Information of Megamax in its possession;
• All outstanding fees due and payable up to and including the date of termination remain due; no refund of prepaid fees shall be issued;
• Megamax shall, within 30 days of termination or written request by the Customer (whichever is earlier), make Customer Data available for export in a structured, machine-readable format, after which Megamax shall delete Customer Data from its active systems in accordance with the DPA, subject to any legal retention obligations.

12.5 Automatic Renewal

Subscriptions automatically renew at the end of each Subscription period at the then-current fees unless terminated in accordance with Clause 12.3. Megamax will send a renewal reminder at least 14 days before the renewal date. Failure by Megamax to send a renewal reminder shall not affect the automatic renewal or the Customer's obligation to pay the renewal fees.

12.6 Survival. Clauses 1, 5.5, 7, 10, 12, 13, and 14 shall survive the termination or expiry of this Agreement.

13. Inactive User Accounts Policy

Megamax reserves the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. Megamax will provide you prior notice of such termination and the option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

14. Disclaimers and Limitation of Liability

14.1 Platform Provided "As Is"

To the fullest extent permitted by applicable law, the Platform and all Services are provided on an "as is" and "as available" basis without warranty of any kind. Megamax expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement

14.2 No Warranty of Uninterrupted Service

Megamax does not warrant that: (i) the Platform will be uninterrupted, error-free, or entirely secure; (ii) any defects will be corrected; (iii) the Platform or its servers are free of viruses or harmful components; or (iv) the accuracy or reliability of any information obtained through the Platform.

14.3 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, Megamax shall not be liable to the Customer for any: indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profits or revenue; loss of data or business interruption; loss of goodwill or anticipated savings; or cost of procurement of substitute goods or services — however caused and under any theory of liability, even if Megamax has been advised of the possibility of such loss. This exclusion applies regardless of whether such loss was reasonably foreseeable or whether Megamax was advised of its possibility.

14.4 Cap on Megamax's Liability

Subject to Clause 14.5, Megamax's total aggregate liability to the Customer under or in connection with this Agreement — whether in contract, tort, negligence, breach of statutory duty, or otherwise — shall not exceed the lesser of: (i) the total Subscription fees actually paid by the Customer to Megamax in the 6 months immediately preceding the event giving rise to the claim; or (ii) INR 50,00,000 (Indian Rupees Fifty Lakhs). Multiple claims arising from the same root cause shall be treated as a single claim for the purposes of this cap.

14.5 Exceptions

Nothing in this Clause 14 shall exclude or limit either Party's liability for:

• Death or personal injury caused by that Party's negligence or wilful misconduct;
• Fraud or fraudulent misrepresentation;
• Breach of the confidentiality obligations in Clause 10;
• Megamax's liability for a personal data breach caused by Megamax's failure to comply with its obligations as Data Processor under the DPA;
• Any other liability that cannot be excluded or limited by applicable law.

14.6 Third Party Services

Megamax expressly disclaims all liability in respect of Third-Party Services. The Customer's use of Third-Party Services is entirely at its own risk and is subject to the terms and conditions of the relevant third-party providers.

14.7 No Class Actions

The Customer waives any right to bring or participate in any class action, collective, or consolidated claim or proceeding against Megamax. All claims must be brought by the Customer in its individual capacity only.

15. Indemnity

15.1 Customer Indemnity

The Customer shall fully indemnify, defend, and hold harmless Megamax and the Megamax Group (including their officers, directors, employees, agents, successors, and assigns) (collectively, "Megamax Indemnitees") from and against all third-party claims, demands, proceedings, losses, damages, regulatory penalties, enforcement actions, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Customer's breach of any provision of this Agreement, including Clauses 5, or 7;
• The Customer's breach of its obligations as Data Fiduciary under applicable law;
• The Customer's use of the Platform in violation of applicable law or the rights of any third party;
• Any content, data, or materials uploaded or submitted by the Customer or its Authorised Users;
• Any claim by an employee, Data Principal, or regulatory authority arising from the Customer's collection, processing, or disclosure of personal data;
• Any third-party claim alleging that Customer Data or the Customer's use of the Platform infringes any third-party Intellectual Property Rights.

The Customer's indemnity obligations under this Clause 15.1 are not subject to, or limited by, the liability cap in Clause 14.4.

15.2 Megamax Indemnity

Megamax shall indemnify, defend, and hold harmless the Customer from and against third-party claims arising directly and solely from: (i) Megamax's wilful infringement of a third party's registered Intellectual Property Rights in providing the Platform; or (ii) Megamax's wilful misconduct as Data Processor under the DPA resulting in an unauthorised disclosure of Customer Data. Megamax's aggregate indemnity obligation under this Clause 15.2 shall not exceed the amounts paid by the Customer in the 6 months preceding the claim. This indemnity shall not apply where the claim arises from: (a) the Customer's own breach; (b) data or instructions provided by the Customer; (c) the Customer's use of the Platform in a modified form or in combination with materials not provided by Megamax; or (d) Third-Party Services.

15.3 Procedure

The Party seeking indemnification ("Indemnified Party") shall: (i) promptly notify the indemnifying Party in writing of any Claim for which indemnification is sought; (ii) grant the indemnifying Party sole control over the defence and settlement of the Claim, provided that no settlement imposing obligations on the Indemnified Party shall be made without its prior written consent; and (iii) provide all reasonable cooperation and assistance to the indemnifying Party at the indemnifying Party's reasonable expense.

16. Governing Law, Dispute Resolution, and General Provisions

16.1 Governing Law

This Agreement and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of India, without reference to any conflict of laws principles.

16.2 Jurisdiction

The Courts of Delhi, Indiashall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement. Each Party irrevocably submits to the exclusive jurisdiction of these courts for such purpose.

16.3 Dispute Resolution

In the event of any dispute, the Parties shall follow this sequence:

• Step 1 — Negotiation: Good-faith negotiations between senior representatives within 30 days of written notice identifying the dispute.
• Step 2 — Mediation: If unresolved after 30 days, either Party may refer the dispute to mediation administered by the IIAM or a mutually agreed mediator, to be completed within 30 days of referral.
• Step 3 — Arbitration: If the dispute remains unresolved 30 days after the conclusion (or expiry) of mediation under Step 2, the dispute shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (as amended), in accordance with the following:
1. Tribunal: The dispute shall be referred to a sole arbitrator. Where the Parties fail to agree on the arbitrator within 15 days of a Party's written request for arbitration, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996, on the application of either Party.
2. Seat, Venue, and Language: The seat and venue of arbitration shall be New Delhi, India. The arbitration proceedings shall be conducted in the English language.
3. Confidentiality: The existence of the dispute, the arbitration proceedings, and the award shall be kept confidential by the Parties, except to the extent disclosure is required by law, regulation, or to enforce the award.
• Step 4 — Court Proceedings: Subject to Step 3, either Party may approach the courts referred to in Clause 16.2 solely for the purpose of enforcing an arbitral award, or as otherwise permitted under this Clause 16.3.

Notwithstanding the above, the dispute escalation procedure shall not apply to: (i) claims by Megamax for recovery of undisputed outstanding fees, which Megamax may pursue directly before the courts in Clause 16.2 without any prior negotiation or mediation; or (ii) applications by either Party for urgent injunctive or interim relief to protect Intellectual Property Rights, Confidential Information, Platform integrity, or to restrain prohibited conduct.

16.4 Compliance with DPDP Act, 2023

This Agreement is designed and shall be operated in compliance with the Digital Personal Data Protection Act, 2023, the IT (SPDI) Rules, 2011, the Information Technology Act, 2000, and all applicable rules and notifications issued thereunder. Megamax shall maintain compliance with such laws throughout the Subscription term.

16.5 GDPR Applicability

Where the Customer's enterprise activities involve the processing of personal data of individuals located in the European Economic Area ("EEA") or the United Kingdom ("UK") through the Platform, the Parties acknowledge the applicability of GDPR 2016/679 and UK GDPR to such processing. The DPA executed between the Parties sets out the GDPR-compliant processing terms for such scenarios. This public-facing Agreement is, however, governed solely by Indian law.

16.6 Force Majeure

Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by a Force Majeure event, meaning any event beyond the affected Party's reasonable control, including acts of God, pandemic, governmental action, war, terrorism, civil unrest, natural disaster, widespread internet outage, or failure of third-party service providers. The affected Party must notify the other in writing promptly and use commercially reasonable efforts to resume performance. If a Force Majeure event continues for more than 60 days, Megamax may terminate this Agreement on 14 days' written notice without liability and without obligation to refund any prepaid fees.

16.7 Assignment

The Customer may not assign, transfer, delegate, or sub-license any of its rights or obligations under this Agreement without Megamax's prior written consent. Megamax may freely assign or transfer this Agreement or any rights hereunder — including to any Megamax Group entity, in connection with a merger, acquisition, corporate restructuring, or sale of assets — without the Customer's consent and without notice. Any purported assignment by the Customer in breach of this Clause is void.

16.8 Publicity and Reference

The Customer consents to Megamax identifying the Customer as a customer of the Platform in Megamax's marketing materials, case studies, website, investor presentations, and pitch decks, using the Customer's name and logo for such purpose. The Customer may revoke this consent at any time by written notice to legal@megamaxservices.com, such revocation taking effect within 30 days of receipt, and applying only to new materials (not existing published materials).

16.9 Entire Agreement

This Agreement, together with the Privacy Policy, the DPA, and any applicable Order or Subscription documentation, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and agreements (whether oral or written) relating to its subject matter.

16.10 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder of this Agreement shall continue in full force and effect.

16.11 Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver is only effective if given in writing and signed by the waiving Party.

16.12 Relationship of Parties

Nothing in this Agreement shall be construed to create any employment, agency, partnership, or joint venture relationship between Megamax and the Customer. Each Party is an independent contractor.

16.13 Language

This Agreement is drafted and shall be interpreted in the English language. Any translation of this Agreement is provided for convenience only and shall not be used to interpret or construe this Agreement.

16.4 Electronic Execution

This Agreement may be executed electronically. Electronic signatures and acceptances are valid and binding under Section 10A of the Information Technology Act, 2000, and have the same legal effect as wet-ink signatures.

Trademark

'Megamax', the Megamax logo, the names of individual Services, and their logos are trademarks of Megamax. You agree not to display or use, in any manner, the Megamax trademarks without Megamax’s prior permission.

Disclaimer of Warranties

You expressly understand and agree that the use of the services is at your sole risk. the services are provided on an "as-is" and "as-available" basis. megamax expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. megamax makes no warranty that the services will be uninterrupted, timely, secure, or error-free. use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device, or data that results from the use of the services or the download of any such material. no advice or information, whether written or oral, obtained by you from megamax, its employees, or representatives shall create any warranty not expressly stated in the agreement.

Modification to Terms and Contact Information

19.1 Right to Amend

Megamax reserves the right to amend, update, or modify this Agreement at any time to reflect changes in: (i) applicable law or regulatory guidance; (ii) Megamax's products and services; or (iii) industry standards and best practices.

19.2 Notice of Material Changes

Where a proposed amendment materially affects the Customer's rights or obligations, Megamax shall provide no less than 30 days' advance written notice (via email to the Customer's registered address and/or a prominent notice on the Platform) before the amendment takes effect.

Effect of Continued Use

The Customer's continued access to or use of the Platform following the effective date of any amendment constitutes the Customer's acceptance of the revised Agreement. If the Customer does not accept any amendment, it must notify Megamax in writing before the effective date and may terminate this Agreement under Clause 12.3 without penalty in respect of any prepaid but unused Subscription period if the amendment materially and adversely affects the Customer.

Contact Information

All notices, requests, demands, and other communications under this Agreement must be made in writing (including email). Communications to Megamax should be directed to:

Ends of Terms of Service

If you have any questions or concerns regarding this Agreement, please contact us at legal@megamaxservices.com.

Megamax shall respond to all formal notices within 7-15 business days. For urgent security or data breach notifications, Customers should use the subject line "URGENT: Security Incident" and copy both support@kasturihr.com and legal@megamaxservices.com