Terms and Conditions

1. Introduction and Acceptance

Welcome to Nagent AI, a product of PWIN Technologies Private Limited ("Company," "we," "us," or "our"), with its registered office at 67/A, Sarala Nagar, Laxmi Sagar, Bhubaneswar, Odisha, India and principal place of business at 1st Floor, 2085, 24th Main Rd, Vanganahalli, 1st Sector, HSR Layout, Bengaluru, Karnataka 560102, India.

These Terms and Conditions ("Terms"), along with our Privacy Policy and any other documents expressly incorporated by reference, constitute a legally binding agreement between you and PWIN Technologies Private Limited governing your access to and use of the Nagent AI platform, including any associated websites, applications, APIs, and services (collectively, the "Service").

By accessing, registering for, or using our Service in any manner, you:

• Acknowledge that you have read, understood, and agree to be bound by these Terms
• Represent that you are of legal age to form a binding contract with the Company
• Represent that you have the authority to enter into these Terms personally or on behalf of the entity you represent

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

Throughout these Terms, the following definitions apply:

• "Service" refers to the Nagent AI platform, website, applications, APIs, and any related services, features, content, and functionality offered by the Company.
• "User," "you," and "your" refer to the individual, company, or legal entity that has accessed or is using the Service.
• "Account" means a unique account created for you to access our Service or parts of our Service.
• "Content" includes without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Service or otherwise available through the Service.
• "User Content" means Content that users submit, upload, or transmit to, through, or in connection with the Service, including without limitation any feedback, ideas, improvements, or suggestions provided to the Company.
• "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
• "Subscription" refers to the recurring payment arrangement for accessing premium features of the Service.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, you may be required to register for an Account. You agree to:

• Provide accurate, current, and complete information during the registration process
• Maintain and promptly update your Account information
• Maintain the security of your Account
• Accept responsibility for all activities that occur under your Account
• Notify us immediately of any unauthorized access to or use of your Account

3.2 Account Credentials

When you create an Account, you may be asked to choose a password and/or provide other access credentials. You are responsible for:

• Safeguarding your access credentials
• Restricting access to your computer and devices
• Ensuring that you exit from your Account at the end of each session

You agree not to disclose your access credentials to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.

3.3 Account Types

The Service may offer different types of Accounts for different types of Users. We reserve the right to modify or discontinue Account types at any time.

3.4 One Person, One Account

Each person may maintain only one active Account. Accounts registered by "bots" or other automated methods are not permitted.

4. Subscription and Payment Terms

4.1 Subscription Plans

We offer various subscription plans for our Service. By selecting a subscription plan, you agree to pay the subscription fees indicated for that plan. Subscription fees are payable in advance and may be recurring.

4.2 Payment Methods

We accept payment through various payment methods as indicated on our website. You authorize us to charge your selected payment method for all fees associated with your use of the Service.

4.3 Billing Cycles

Subscription fees will be billed at the beginning of your subscription and each renewal period thereafter, unless canceled. Your subscription will automatically renew for additional periods equal to the initial subscription period unless you cancel it before the renewal date.

4.4 Free Trials

We may offer free trials to new subscribers. If you sign up for a free trial, we will begin charging your payment method for the subscription fee at the end of the free trial period unless you cancel your subscription before that time.

4.5 Taxes

All fees and charges are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all applicable taxes, levies, or duties in connection with your use of the Service, excluding taxes based on our net income.

4.6 Refunds

Payments are non-refundable except as expressly provided in these Terms or where required by applicable law.

4.7 Price Changes

We reserve the right to adjust pricing for our Service or any components thereof at any time. We will provide you with reasonable notice of any changes in fees before they become effective.

4.8 Payment Disputes

If you dispute any charges, you must notify us within thirty (30) days after the date of payment. If you fail to do so, you waive any dispute on such charges.

5. Acceptable Use Policy

5.1 General Restrictions

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Engage in any activity that interferes with or disrupts the Service
• Attempt to gain unauthorized access to any portion of the Service or any other systems or networks connected to the Service
• Use any automated means or interface not provided by us to access the Service or to extract data
• Use the Service in any manner that could disable, overburden, damage, or impair the Service
• Use the Service for any purpose that is unlawful or prohibited by these Terms

5.2 Content Restrictions

You agree not to upload, transmit, or distribute any User Content that:

• Infringes or violates any Intellectual Property Rights or other proprietary rights of any party
• Is illegal, harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable
• Contains viruses, malware, or other harmful code
• Interferes with any other party's use and enjoyment of the Service
• Violates any policies published on the Service
• Contains personal information of third parties without their consent
• Contains confidential information that you do not have the right to disclose

5.3 Technical Restrictions

You agree not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Service
• Modify, adapt, or create derivative works based on the Service
• Bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service
• Use any API, software, or tools to access or use the Service other than those we explicitly authorize

5.4 Monitoring and Enforcement

We have the right to:

• Monitor your use of the Service for compliance with these Terms
• Remove or refuse any User Content for any reason
• Take appropriate legal action for any illegal or unauthorized use of the Service
• Terminate or suspend your access to all or part of the Service for any violation of these Terms

6. User Content

6.1 Ownership and License

You retain all your ownership rights in your User Content. By submitting User Content to the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Service and our business, including without limitation for promoting and redistributing part or all of the Service.

6.2 User Content Representations and Warranties

You represent and warrant that:

• You own or have obtained all necessary rights, licenses, consents, permissions, and releases to submit the User Content and to grant the licenses under these Terms
• Your User Content, and our use of it pursuant to these Terms, will not infringe, misappropriate, or violate any third party's rights, including intellectual property rights, publicity rights, or privacy rights
• Your User Content does not violate any applicable law or regulation
• Your User Content is not false, misleading, or deceptive

6.3 Content Monitoring

We do not control or monitor User Content, and we are not responsible for the Content posted by Users. We do not endorse any User Content or opinion, recommendation, or advice expressed in User Content.

6.4 Content Removal

We reserve the right to remove any User Content at any time, for any reason, without notice. However, we have no obligation to review or remove any User Content.

7. Intellectual Property Rights

7.1 Service Content and Trademarks

The Service and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both India and foreign countries.

Our trademarks, service marks, logos, and trade names may not be used without our prior written consent.

7.2 License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your personal or internal business purposes.

7.3 Feedback

If you provide us with any feedback or suggestions regarding the Service ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback in any manner we deem appropriate. We will treat any Feedback as non-confidential and non-proprietary.

7.4 Copyright Infringement

If you believe that any Content on the Service infringes your copyright, please notify us in accordance with our Copyright Policy. Your notice should include:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity
• Your contact information, including your address, telephone number, and an email address
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

8. Privacy and Data Protection

8.1 Privacy Policy

We care about data privacy and security. Please review our Privacy Policy, which explains how we collect, use, and disclose information about you in connection with your use of the Service. By using the Service, you agree to the collection, use, and disclosure of your information as set forth in the Privacy Policy.

8.2 Data Processing

To the extent that you provide us with personal data of third parties in connection with your use of the Service, you represent that you have lawful grounds for such sharing, and you have provided all necessary notices and obtained all necessary consents as required under applicable data protection laws.

8.3 Data Security

We implement appropriate technical and organizational measures to protect personal data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee its absolute security.

9. Third-Party Services and Content

9.1 Third-Party Services

The Service may contain links to or integrate with third-party websites, services, or resources ("Third-Party Services"). We do not control and are not responsible for the content, privacy policies, or practices of any Third-Party Services. You acknowledge and agree that we are not responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Services.

9.2 Third-Party Content

The Service may display content from third parties ("Third-Party Content"). We do not control, endorse, or adopt any Third-Party Content and will have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable.

9.3 Third-Party Terms

Your use of any Third-Party Services may be subject to additional terms and conditions. It is your responsibility to review and comply with any such third-party terms.

10. Termination and Suspension

10.1 Term

These Terms will remain in full force and effect while you use the Service or maintain an Account.

10.2 Termination by You

You may terminate your Account at any time by following the instructions on the Service or by contacting us at [contact@nagentai.com]. If you terminate your Account, you will not be entitled to a refund of any fees already paid.

10.3 Termination by Us

We may terminate or suspend your Account and access to the Service immediately, without prior notice or liability, for any reason, including without limitation:

• If you breach any provision of these Terms
• If you infringe any Intellectual Property Rights
• If you engage in any conduct that we determine, in our sole discretion, to be harmful to other Users, us, or third parties
• If required to do so by law or by any court or governmental agency
• In case of any scheduled or unscheduled downtime, maintenance, or modification to the Service
• For any other reason in our sole discretion

10.4 Effect of Termination

Upon termination of your Account:

• Your right to use the Service will immediately cease
• We may delete your User Content and other data associated with your Account
• All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability

10.5 No Liability for Termination

We will not be liable to you or any third party for any termination of your access to the Service.

11. Disclaimers

11.1 "As Is" and "As Available"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK.

11.2 No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.3 No Guarantee of Service Performance

THE COMPANY DOES NOT WARRANT THAT:

• THE SERVICE WILL MEET YOUR REQUIREMENTS
• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE
• THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS
• ANY ERRORS IN THE SERVICE WILL BE CORRECTED

11.4 Material Downloaded or Obtained

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

11.5 Internet Delays

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF:

• THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• INR 5,000 (FIVE THOUSAND INDIAN RUPEES)

12.3 Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.

12.4 Exclusions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

13. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, partners, suppliers, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any rights of another
• Your violation of any applicable laws, rules, or regulations

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

14. Dispute Resolution

14.1 Governing Law

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of India, without giving effect to any principles of conflicts of law.

14.2 Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Bengaluru, Karnataka, India, and the parties hereby consent to the personal jurisdiction and venue therein.

14.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996, of India. The arbitration shall be conducted in Bengaluru, Karnataka, India, in the English language, by a sole arbitrator appointed by mutual agreement of the parties.

14.4 No Class Actions

You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

14.5 Limitation Period

Any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after such claim or cause of action arose.

15. Changes to Terms

15.1 Modifications to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

15.2 Notification of Changes

We will notify you of any changes by posting the new Terms on the Service, sending you an email, or through a notification on the Service. Your continued use of the Service after the effective date of the revised Terms constitutes your agreement to the revised Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and the Company concerning your use of the Service and supersede all prior communications and proposals.

16.2 Assignment

You may not assign or transfer these Terms without our prior written consent. Any attempt to assign or transfer these Terms without consent will be null and void. We may assign or transfer these Terms at our sole discretion.

16.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

16.4 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative.

16.5 Notices

Any notices or other communications provided by the Company under these Terms will be given via email or by posting to the Service. The date of receipt will be deemed the date on which such notice is transmitted.

16.6 Force Majeure

We will not be liable for any failure or delay in performance where such failure results from causes beyond our reasonable control, including but not limited to acts of God, pandemics, labor disputes, electrical failures, government actions, or war.

16.7 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and the Company.

16.8 No Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

16.9 Section Titles

The section titles in these Terms are for convenience only and have no legal or contractual effect.

16.10 Export Control

You may not use, export, re-export, import, or transfer the Service except as authorized by Indian law, the laws of your jurisdiction, and any other applicable laws and regulations.

17. Contact Information

If you have any questions about these Terms, please contact us at:

PWIN Technologies Private Limited

1st Floor, 2085, 24th Main Rd, Vanganahalli, 1st Sector, HSR Layout, Bengaluru, Karnataka 560102, India

Email: contact@nagentai.com

Phone: [Your phone number]