Terms and Conditions

“Affiliate”

means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities, equity interests, or other ownership interests of such entity, or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership, by contract, or otherwise.

“Applicable Data Protection Laws”

means the applicable data protection legislation or regulations supplementing it in those jurisdictions in which relevant Services are provided to you or your authorized Users by Pavo AI.

“Company Reusable IP”

means all software, source code, object code, algorithms, model architectures, templates, libraries, frameworks, connectors, pipelines, data transformation logic, engineering patterns, machine learning methodologies, feature engineering approaches, workflows, tools, utilities, schemas, user interface components, documentation, know-how, inventions (whether patentable or not), processes, and other intellectual property or materials that are created, conceived, acquired, discovered, reduced to practice, developed, authored, or otherwise made available by or on behalf of the Company, whether (a) independently of these Terms, or (b) in connection with the performance of Services but not specific or unique to Customer, or (c) reasonably capable of being reused, generalized, or adapted for use with or for the benefit of other customers of the Company or the Company's products or services. Company Reusable IP includes all enhancements, modifications, improvements, or derivative works thereof, and any intellectual property rights therein.

“Customer Data”

means all data, datasets, information, content, materials, text, images, audio, video, logs, metadata, machine learning features, model inputs, training data, prompts, records, or other content that Customer or its Users submit, upload, store, transmit, or otherwise make available to the Company or the Platform, whether directly or through connectors, integrations, ingestion mechanisms, or automated pipelines. Customer Data does not include Company Reusable IP, Derived Data, or any materials created by the Company.

“Customer-Specific Deliverables”

means those deliverables, configurations, scripts, dashboards, reports, integrations, or other work product that (a) are expressly identified in an SOW as being created specifically and exclusively for Customer, (b) do not incorporate or rely upon Company Reusable IP except as embedded or integrated components necessary for the functioning of the Platform or Services, and (c) have no reasonably generalizable or reusable application for other customers of the Company.

“Derived Data”

means aggregated, anonymized, statistical, analytical, or other transformed information, insights, learnings, patterns, or output generated by or through the Platform from the processing of Customer Data, provided that such Derived Data does not identify Customer or any individual.

“Forward Deployed Scientist”

means Pavo AI engineers or personnel who provide AI engineering, workflow development, configuration, customization, architecture, and implementation support.

“Personal Data”

means any information relating to an identified or identifiable natural person, or any information defined as personal data, personally identifiable information, sensitive personal data, or any similar term under applicable law and "Customer's Personal Data" shall be construed accordingly.

“Platform”

means the Company's proprietary data science, analytics, and machine learning environment and related technologies, including all software, components, modules, pipelines, tools, APIs, connectors, interfaces, algorithms, model architectures, Company Materials, and associated infrastructure. The Platform may be provided either as (a) a hosted software-as-a-service environment operated by the Company ("SaaS Deployment"), or (b) deployed, installed, executed, or operated in whole or in part within Customer's cloud environment, Virtual Private Cloud ("VPC"), on-premises systems, or other infrastructure controlled by Customer ("Customer-Hosted Deployment"). The Platform includes all updates, enhancements, improvements, configurations, and modifications made available by the Company, in any environment, and all associated intellectual property rights.

“Product-Led Growth (PLG)”

means the Company's product-embedded analytics, experimentation, feedback, adoption monitoring, and optimization capabilities, including any downloadable applications, agents, local components, or interfaces, that are designed to support customer engagement, usage optimization, and growth-related insights. PLG forms an integral part of the Platform and does not constitute a separate product or service unless expressly identified as such in an applicable Order Form or Statement of Work.

“Services”

means the implementation, configuration, enablement support, optimization, integration, customization, advisory services, forward deployed support by scientists and any other professional services provided by the Company pursuant to these Terms or any SOW.

“SOW”

means a Statement of Work executed by the parties that references these Terms and specifies Services, pricing, terms, and any Customer-Specific Deliverables. It shall be executed in the format provided by the Company.

“User”

means any employee, contractor, or agent of Customer who is authorized by Customer to access or use the Platform on Customer's behalf.

“Customer”

means any natural person, legal person, organization, enterprise, or other entity accepting these Terms, and includes its Users, employees, contractors, consultants, and agents who are authorized to access or use the Platform or Services of Pavo AI.

You acknowledge, agree and consent that you will be bound by the Terms, the Privacy Policy (including their amended versions, if any) and all such policies released by Pavo AI for the entire duration of the time that you have or attempt to have access to the Services, Platform or the Customer-Specific Deliverables (if said Deliverables have any embedded Company Reusable IP or materials). In case of any discrepancy between the SOW and the Terms or Privacy Policy, it shall be the Terms and the Privacy Policy that shall prevail.

You acknowledge that the Platform is a multi-component system and may rely on third-party software, cloud infrastructure, open-source components, integrations, or external services. You shall comply with all technical requirements, integration instructions, acceptable use policies, and applicable third-party terms related to such dependencies.

The Company shall provide the Services as described in the applicable SOWs. Services may include, at your request and subject to a mutual agreement, expansion into additional use cases or functional areas supported by the Platform.

Where the Services involve access to your systems or environments, including on your premises or within your infrastructure, you shall provide timely access, necessary credentials, and a safe, secure, and compliant working environment, and shall comply with all applicable security and confidentiality requirements.

Pavo AI may perform scheduled and emergency maintenance to ensure the proper operation, security, and stability of the Platform and Services. Pavo AI will use commercially reasonable efforts to provide advance notice of scheduled maintenance where practicable; however, emergency maintenance may be performed at any time without prior notice to address security vulnerabilities, system stability issues, or other issues that may materially impact the Platform or Services.

We shall provide support through Forward-Deployed Scientists (who shall be available to oversee the Services being offered), through emails, ticketing systems, or other designated support channels during standard business hours, or as otherwise specified in an applicable SOW. We will use commercially reasonable efforts to respond to and address reported issues but nothing in these Terms guarantees uninterrupted availability of the Platform or specific response or resolution times.

All rights, title, and interest in and to the Platform, company materials, Company Reusable IP, Derived Data, documentation, tribal knowledge artifacts excluding Customer's Personal Data, workflows, and all enhancements, modifications, updates, and improvements thereto, including those arising from PLG features (collectively, the “Pavo IP”) are and shall remain the exclusive property of the Pavo AI under these Terms.

Customer shall own Customer-Specific Deliverables developed exclusively for the Customer under an SOW, for use solely within their internal environment, upon full payment of all fees applicable to such deliverables. Notwithstanding the foregoing, any Company Reusable IP that is embedded in, incorporated into, or required for the use of Customer-Specific Deliverables shall remain the exclusive property of Pavo AI USA. You shall have a royalty-free, perpetual, non-exclusive, non-transferable, non-sublicensable license to use the Company Reusable IP solely to the extent and for the duration of your authorized use of the Customer-Specific Deliverables.

You acknowledge that the Company Reusable IP may include inventions or processes for which the Company intends to pursue patent protection or other applicable registrations, and nothing in these Terms shall restrict, or impair the Company's ability to file, prosecute, maintain, or enforce any intellectual property rights therein.

You shall retain the ownership of your Customer Data and your previously existing Intellectual Property Rights. You agree that Derived Data shall also be retained by Pavo AI and both Parties shall have the right to use said Derived Data. For so long as you access or use the Platform or Services for any purpose, you grant Pavo AI a royalty-free, non-exclusive, non-transferable, and non-sublicensable right to access and use your Customer Data and Customer Personal Data solely in connection with the provision of the Platform and Services.

You hereby grant the Company a perpetual, irrevocable, royalty-free license to use, modify, and incorporate into the Platform or Services any suggestions, enhancement requests, recommendations, or other feedback provided by you or your Users, without restrictions and without obligations to you or to any of your Users.

You acknowledge and agree that Pavo AI may use anonymized or aggregated usage data, operational insights, performance metrics, feature interaction data, and feedback generated through use of the Platform as part of its PLG initiatives to improve, enhance, and evolve the Platform, Company Reusable IP, and Services generally. Further, Customer Data and Customer Personal Data will not be used to train general models for third parties unless expressly permitted in writing and all improvements, including the improvements based on your feedback, enhancements, or derivative works, or learnings resulting from PLG activities shall constitute Company Reusable IP.

You hereby acknowledge that nothing in these Terms will transfer ownership of Pavo IP to you or to any of your Users. The deployment or access model of the Platform — whether SaaS Deployment or Customer-Hosted Deployment or access via PLG (including downloadable or locally executed applications) — shall not transfer or imply any ownership of the Pavo IP to you or to any of your Users. Further, you acknowledge that no jointly owned intellectual property rights shall arise as consequence of your access to, use of, or subscription to the Platform or Services.

You acknowledge and agree that neither you nor any of your Users shall: (a) copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model architecture, model orchestration logic, methodologies, engineering patterns, or proprietary know-how underlying the Platform, Services, or any Pavo IP; or (b) use the Platform or Services, directly or indirectly, to reverse engineer, decompile, analyze, extract, or replicate the technology, models, systems, workflows, or proprietary methodologies of any third party.

Customer will not provide Pavo with Personal Data or any sensitive information unless expressly identified in the SOW. Customer remains responsible for obtaining all required rights and permissions for Pavo AI's use of Customer Data.

You shall retain the ownership of Customer Data made available by you or your authorized Users to Pavo AI. You hereby grant Pavo AI a worldwide, royalty-free license to host, store, copy, process, transform, analyze, access and transmit said Customer Data, including limited usage and interaction data generated through PLG features for the purpose of providing, supporting, improving and operating the Platform and Services.

You and your authorized Users shall use the Services only in compliance with these Terms, applicable laws, and Pavo AI's Privacy Policy. You must cooperate with reasonable requests for information from Pavo AI for identity verification of authorized Users and information necessary for the delivery or improvement of the Platform and Services.

You agree and acknowledge that Pavo AI may use the Customer Data provided to train, tune, operate, or improve machine learning models solely for Customer specific deployments and deliverables, and will not use Customer Data to train general models for other customers unless expressly permitted in writing. Such processing may include limited use of aggregated usage data, system interactions, and feedback loops as part of PLG initiatives, subject at all times to the Privacy Policy, Applicable Data Protection Laws, and any Customer-Hosted Deployment limitations.

You agree and acknowledge that the Platform and Services may be provided, in whole or in part, by the Pavo Group Companies. You authorize and give express consent by way of these Terms to the Pavo Group Companies to access, process, store, transmit, and transfer Customer Data, Customer Personal Data and Confidential Information as reasonably necessary to provide access to the Platform and Services, including for support, maintenance, monitoring, security, analytics, development, enhancement, and operational continuity.

You expressly consent that your Customer Data including Customer Personal Data, may be processed and stored in jurisdictions in which Pavo Group Companies and its Affiliates operate, which may include jurisdictions other than your home country.

You acknowledge that, notwithstanding your obligation not to provide Personal Data under these Terms, incidental or inadvertent Personal Data may be included within Customer Data. To the extent any such Personal Data is processed by the Company or any Pavo Group Company, the parties agree that the processing and any cross-border transfer shall be conducted in compliance with the Applicable Data Protection Laws or other applicable data transfer rules, including through the use of standard contractual clauses, adequacy decisions, or other lawful transfer mechanisms.

Pavo AI shall not verify the legality or accuracy of the Customer Data provided by you and shall have no liability thereto. It shall be assumed that your authorized Users have the authority to share Customer Data or Customer Personal Data, that may be shared. Pavo AI disclaims all responsibility regarding accuracy, data quality issues or the legality of your collection of data from your Customers.

In connection with the provision of Services, Pavo AI may periodically access Customer Data provided by you or your authorized Users, which will be processed by Pavo AI. Both you and Pavo AI acknowledge and agree to adhere to all Applicable Data Protection Laws at all times. The terms of collection, storage and use of your data shall be governed by our Privacy Policy, which shall be deemed incorporated to these Terms by reference.

You shall promptly notify Pavo AI within twenty-four (24) hours of becoming aware of (a) any account credentials used by you or your authorized Users to access the Services have been lost, stolen, or otherwise compromised; or (b) your environment connected to the Services, or any Customer Data processed through the Services are subject to a denial-of-service attack, data breach, unauthorized access, withdrawal of consent or any other actual or suspected malicious activity that may negatively impact Pavo AI, its Services, or Pavo AI's infrastructure.

For the purposes of these Terms, “Confidential Information” means all non-public information disclosed, made available, or otherwise provided by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally, in writing, electronically, visually, or in any other tangible or intangible form, that is identified as confidential, proprietary, or that a reasonable person would understand to be confidential or proprietary, including but not limited to:

1. Business information, financial data, technical information, software, code, model architectures, documentation, processes, access credentials, configuration information, and any outputs, insights, or results generated through use of the Services;
2. Pipelines, algorithms, architectural designs, schematics, interfaces, workflows, utilities, and inventions;
3. Tribal knowledge, Derived Data, engineering artifacts, metadata, embeddings, semantic relationships, knowledge graphs, PLG-generated telemetry, experimentation outputs, usage insights, and contextual inference representations derived during onboarding or operational use of the Platform;
4. All information accessed or observed by a Receiving Party through the Platform or in connection with the Services, whether in production, staging, development, sandbox, or Customer-Hosted environments;
5. Non-public terms of these Terms, pricing, proposals, SOW, negotiations, and business strategies.

The Receiving Party may only use Confidential Information of the Disclosing Party to exercise its rights and perform its obligations under these Terms. The Receiving Party shall only share Disclosing Party's Confidential Information to Receiving Party's employees, agents, and advisors on a need-to-know basis.

The Receiving Party will protect the Confidential Information shared by the Disclosing Party from unauthorized use, access, or disclosure in the same manner as the Receiving Party may protect its own Confidential Information, and with no less than reasonable care. The Receiving Party shall be responsible for all acts and omissions of its representatives.

The Confidential Information shall exclude the following information:

1. Information that the Receiving Party is compelled to disclose by law, or court, or an administrative order on condition that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure to the extent legally permitted and reasonable, at the Disclosing Party's cost, if the Disclosing Party wishes to seek a protective order or other appropriate remedy;
2. Information that is publicly available;
3. Information obtained by the Receiving Party from a third party without breach of the third party's obligations of confidentiality.

The Receiving Party will destroy and erase the Disclosing Party's Confidential Information after the termination, or completion, or on the Disclosing Party's request, except where retained to comply with law or copies in the Receiving Party's automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

You agree and acknowledge that we shall reserve the right to modify our security measures from time to time provided such modifications do not materially diminish our security obligations.

Where the Platform or any component of the Services (including any PLG features, agents, local components, or downloadable applications) is deployed within your environment, including in a Customer-Hosted or VPC deployment, you shall be solely responsible for securing such environment, including network security, access controls, firewall configurations, identity management, and resource configurations.

The parties' obligations under this Section shall survive the termination or for as long as the Disclosing Party's Confidential Information remains in Receiving Party's possession.

Notwithstanding the foregoing, Pavo AI may use your name, trademarks and logos to publicly identify you as a customer of our Services solely for general promotional and marketing purposes, including customer listings and high-level case studies. You shall consider in good faith any request by us to (a) provide a quote regarding your motivation for using the Services that Pavo AI may use publicly and (b) participate in public co-marketing activity and other promotional material but we will cease this use at your written request.

You shall be responsible for all fees incurred under your account or resulting from your use of the Services, at the rates specified in the applicable SOW. You shall pay fees to Pavo AI in accordance with a two-tier pricing structure consisting of: (a) an annual fixed fee for you and your authorized User's subscription to the Platform; and (b) project-based fees for Services performed under each SOW.

Our Fees do not include any taxes or duties that may be owed by you or your authorized Users for use of the Services, unless expressly specified in the applicable invoice. You shall be responsible for remitting any necessary withholding taxes to the relevant authority, including but not limited to goods and services taxes, value-added tax, or similar taxes or levies that are applicable to your SOW, whether domestic or foreign, in a timely manner, and providing Pavo AI with evidence of such remittance upon request. Where applicable law provides for a reduction or elimination of withholding taxes, including via tax treaty, the parties shall cooperate in good faith to achieve such reduction or elimination.

For clarity, you shall pay Pavo AI an amount that will ensure that Pavo AI receives the same total amount that it would have received if no such withholding or deduction by you had been required (taking into account any and all applicable Taxes including any Taxes imposed on the Gross-up Payment).

You acknowledge that Pavo AI reserves all rights of collection, and Pavo AI shall add the appropriate amount to your invoices. Failure to pay Pavo AI all amounts due when owed may result in suspension or termination of your access to the Services.

For Customer-Hosted Deployments, including VPC and SaaS deployments, you agree to reasonably cooperate with Pavo AI in verifying your usage of the Services against the subscription metrics specified in the SOW.

You acknowledge and agree that Pavo AI may request a written verification of you and your authorized Users' actual usage of the Platform and Services. Pavo AI can make such a request within thirty (30) days before the end of the initial term or any renewal term, or upon thirty (30) days' written notice.

By accessing or using the Platform, you acknowledge and agree that Pavo AI uses cookies and similar tracking technologies in accordance with its Privacy Policy. Cookies enable certain functionalities of the Platform, support authentication, improve user experience, and allow Pavo AI to analyze usage patterns.

Cookies may also be used by third-parties that provide analytics, advertising, or Affiliate services to Pavo AI. You may control or disable cookies through your browser settings; however, certain features of the Platform may not function properly if cookies are disabled.

These Terms shall remain in effect from the date you first access or use the Platform or Services and shall continue until terminated in accordance with this Section.

Either Party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice describing the breach.

If you purchase a paid subscription to the Platform, such subscription shall remain in effect for the initial subscription period specified at the time of purchase and shall automatically renew for successive renewal periods of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term. All subscription fees are non-refundable and will not be pro-rated upon non-renewal.

Pavo AI may suspend or terminate your access to the Platform or Services, in whole or in part, with immediate effect upon written notice if:

1. Your use of the Platform or Services is, in Pavo AI's reasonable judgment, unlawful or prohibited by applicable law or governmental authority;
2. Your use of the Platform presents or is reasonably likely to present a material security risk, service disruption, or harm to the Platform, Pavo AI's systems, or any other customer;
3. You breach any license, usage, or access restriction under these Terms, including any attempt to copy, interfere with, reverse engineer, or create derivative works from the Platform or Pavo AI materials;
4. You fail to pay any undisputed amounts within due time after receipt of written notice of non-payment;
5. You become insolvent, dissolve, enter bankruptcy or reorganization proceedings, or cease conducting business in the ordinary course; or
6. You use the Platform or Services for fraudulent, unlawful, infringing, harmful, or abusive purposes, or in violation of applicable data protection, export control, or anti-corruption laws.

Upon termination of these Terms, you shall immediately cease all access to and use of the Platform and Services and shall promptly pay all outstanding amounts owed to Pavo AI.

Upon your written request made within thirty (30) days following termination, Pavo AI shall make available for download a copy of Customer Data in a commercially reasonable format. After such period, Pavo AI may delete or anonymize Customer Data in accordance with its data retention policies.

Upon termination, the following provisions shall survive: Confidentiality and Personal Information, Intellectual Property, Commercials and Fees, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution and Governing Law, Data Privacy and Security, Indemnification, Representations and Warranties by You, and this Section on Termination and Suspension; and any provision or condition that must survive to fulfill its essential purpose.

You represent and warrant to Pavo AI that:

1. You are authorized to enter into these Terms and entering into and performing these Terms will not violate any of your corporate rules. Further, you represent and warrant that you have all rights and permissions required to avail the Services and access the Platform.
2. Your access to and use of the Platform and Services (including any PLG features, agents, local components, or downloadable applications) shall comply with all applicable laws, regulations, and industry standards, including those relating to data protection, privacy, intellectual property, export controls, and sanctions.
3. You own or otherwise have all necessary rights, permissions, and lawful bases to provide Customer Data to Pavo AI and to permit Pavo AI and its Affiliates to process such Customer Data in accordance with these Terms. You represent that Customer Data does not infringe, misappropriate, or violate any third-party rights.
4. You are responsible for all acts and omissions of your authorized Users and for ensuring that such Users comply with these Terms. Any breach by an authorized User shall be deemed a breach by you.
5. Where the Platform or Services, including any PLG components are deployed in your environment, including in Customer-Hosted or VPC deployments, you are responsible for maintaining appropriate technical and organizational security measures to protect such environment.
6. All information provided by you to Pavo AI in connection with these Terms is true, accurate, and complete to the best of your knowledge, and you shall promptly notify Pavo AI of any material changes.

You agree not to: (a) upload, transmit, or distribute to or through the Services or any PLG components any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (c) attempt to reverse engineer, de-compile, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein; or (d) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services.

The Platform, Services and any outputs or results generated therefrom are provided on an “as is” and “as available” basis.

To the maximum extent permitted by applicable law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, completeness, or availability.

We do not warrant that:

1. The platform or services will be error-free, uninterrupted, or fully secure;
2. Outputs, results, recommendations, insights, or analyses generated through the platform will be accurate, complete, or suitable for any particular purpose;
3. Any defects or errors will be corrected;
4. The platform or services will meet customer's requirements or expectations; or
5. Use of the platform will result in any specific commercial, technical, financial, or business outcomes.

You acknowledge that the Platform may utilize or interact with third-party software, data sources, models, services or infrastructure, and we do not make any warranties with respect to such third-party components.

You shall be solely responsible for evaluating, validating and using any outputs, insights, or results generated through the Platform.

To the maximum extent permitted by applicable law, in no event shall Pavo AI and its affiliates, officers, directors, employees, contractors, or licensors be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, data, goodwill, or anticipated savings, arising out of or relating to these terms, the Platform, the Services, including any PLG features, agents, downloadable applications, local components, or related functionality, or Customer's access to or use thereof, even if Pavo AI has been advised of the possibility of such damages.

This Section does not apply to either party's obligations under Section 15, Indemnification.

The Limitations of Liability in this Section apply (i) to the maximum extent permitted by applicable law (ii) to liability in tort, including for negligence; (iii) regardless of the form of action, whether in contract, tort, or otherwise; (iv) even if the breaching party is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (v) even if the injured party's remedies fail of their essential purpose.

Nothing in these Terms shall limit or exclude liability to the extent such limitation or exclusion is prohibited by applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence, where such limitation is not permitted.

You agree to indemnify, defend, and hold harmless Pavo AI, including its officers, employees, subcontractors, Affiliates, and agents (collectively, the “Indemnified Parties”), from and against any and all claims, actions, suits, demands, allegations, or investigations brought by any third party, governmental authority, or industry body (“Third-Party Claims”), and all related liabilities, damages including but not limited to, actual, consequential, direct, or indirect losses, costs, and expenses, including without limitation, reasonable attorneys' fees and other professional costs (“Losses”), to the extent such Third-Party Claims and associated Losses arise out of or are connected with: (a) your or your Users' access to or use of the Platform and/or the Services, including but not limited to any PLG features, downloadable applications, agents, local components, or Customer-Hosted deployments; (b) your breach of any provision of these Terms; (c) your violation of any applicable laws, rules, or regulations; or (d) your access to or use of any Third-Party Services. We reserve the right, at your sole expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to provide full and timely cooperation with our defense of these claims. You shall not settle any Third-Party Claim without the prior written consent of Pavo AI. This obligation to indemnify shall be effective upon demand by Pavo AI.

You hereby irrevocably and unconditionally agree to release and forever discharge Pavo AI, along with our officers, employees, agents, successors, and assigns, from any and all past, present, and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions, and causes of action of any kind and nature (including those related to personal injury, death, or property damage), which have arisen or may arise, whether directly or indirectly, from or in connection with the Services.

If you have any questions, complaints, or grievances regarding the platform, services, or these terms, you may contact the company at support@pavoai.com. We will acknowledge the receipt of grievances within a reasonable time and use commercially reasonable efforts to address them in accordance with applicable law.

You acknowledge that the Services do not constitute staff augmentation and do not create any employer-employee, agency, or partnership relationship between you or your authorized Users and the Company or its personnel. The Company shall perform the Services in a professional and workmanlike manner consistent with industry standards. The Company does not guarantee any specific outcomes, timelines, model performance levels, commercial results, or business benefits.

Neither Party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure Event”).

Force Majeure Events include, without limitation, acts of god, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, riots, labor disputes, strikes, pandemics, epidemics, governmental orders, changes in law, failures or outages of utilities or telecommunications networks, cloud service provider outages, internet disruptions, cyberattacks including but not limited to denial-of-service attacks, ransomware, malware, or other security incidents, failures of third-party infrastructure or services, and any other events beyond the reasonable control of the affected Party.

The affected Party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good faith negotiations between the Parties. If such dispute is not resolved within thirty (30) days from the date one Party notifies the other of the dispute, it shall be referred to arbitration.

Any dispute arising out of or in connection with these Terms, or any policies referenced in these Terms, or the Services, including their interpretation, validity, performance, breach, or termination, shall be finally and exclusively resolved by confidential arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English.

The seat and venue of arbitration shall be Bengaluru, Karnataka, India.

These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of India.

Subject to the arbitration clause above, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction over all matters arising out of or in connection with these Terms, including applications for interim relief, enforcement of arbitral awards, or other court proceedings permitted under applicable law.

Each party shall comply with all applicable Export Control and Sanction Laws and Regulations in connection with providing and using our Services and the Platform. We may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.

Neither party has promised, made, or received any bribe, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other party in connection with these Terms. You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Platform to any person or entity, or for any purpose, in violation of any applicable law or regulation or in contravention of these Terms, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act, and comparable anti-corruption statutes in all jurisdictions.

22. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Pavo AI without restriction.

23. Severability

If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties' original intent as closely as possible.

24. Non-Waiver

No waiver of any term or condition of these Terms, nor any failure or delay by either Party in exercising any right, power, or remedy under these Terms, shall operate as a waiver of any subsequent breach or failure of the same or any other term. Any waiver must be in writing and signed by the Party granting the waiver.

25. Entire Agreement

All notices shall be in writing and deemed given when delivered personally, sent by a recognized courier service, sent by certified mail, or sent by email to the addresses specified by the Parties.

These Terms, together with any applicable SOWs or annexures, constitute the entire agreement between the Parties and supersede all prior understandings relating to their subject matter.

Any amendment must be in writing and executed by authorized representatives of both Parties.