The rules of the house.

§1Parties and Recitals

WHEREAS, the Company has developed and operates Mukodi, an artificial intelligence-powered financial intelligence platform that provides personalized financial insights, analytics, recommendations, and related services to consumers and businesses in India;

WHEREAS, the User desires to access and utilize the Services offered by the Company subject to the terms and conditions set forth herein;

WHEREAS, the Company employs advanced artificial intelligence and machine learning technologies, including but not limited to large language models (LLMs), reinforcement learning agents, natural language processing, and predictive analytics, which generate outputs that are probabilistic in nature and may contain errors, inaccuracies, or hallucinations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

§2Definitions and Interpretation

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

In this Agreement, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) references to any statute or statutory provision include any subordinate legislation made under it and any amendment, re-enactment, or replacement thereof; (c) headings are for convenience only and shall not affect interpretation; (d) references to "including" shall mean "including without limitation."

§3Eligibility and Account Registration

3.1 Eligibility

You represent and warrant that: (a) you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater; (b) you have the legal capacity and authority to enter into this Agreement; (c) you are a resident of India or are accessing the Services from a jurisdiction where such access is lawful; (d) you are not barred from using the Services under any applicable law, regulation, or order; and (e) your use of the Services will comply with all applicable laws, including but not limited to the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and all applicable RBI regulations and guidelines.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials, including your password, biometric data, and any multi-factor authentication tokens. You agree to: (a) create a strong, unique password; (b) not share your credentials with any third party; (c) immediately notify us at [email protected] of any unauthorized access to or use of your Account; and (d) accept full responsibility for all activities conducted under your Account, whether or not authorized by you. The Company shall not be liable for any loss or damage arising from your failure to safeguard your Account credentials.

3.3 Know Your Customer (KYC)

You acknowledge that the Company may be required, under applicable laws, regulations, or directives issued by the Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), or other regulatory authorities, to verify your identity and collect certain personal and financial information. KYC processing follows the RBI Master Direction on KYC (Updated 2024), the RBI Master Direction on Outsourcing of IT Services (April 2023), and, where Account Aggregator flows are used, the RBI Master Direction on Non-Banking Financial Company — Account Aggregator (Reserve Bank) Directions, 2016 (as amended). You agree to provide accurate, current, and complete information as requested, and to promptly update such information if it changes. Failure to complete required KYC verification may result in suspension or termination of your Account and access to the Services.

§4Grant of License and Restrictions

4.1 Limited License

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, non-commercial purposes (unless you have entered into a separate commercial agreement with us). This license does not include any right to: (a) sell, resell, or commercially exploit the Services or any Content; (b) distribute, publicly perform, or publicly display any Content; (c) modify or make derivative works based upon the Services or Content; or (d) use any data mining, robots, or similar data gathering or extraction methods.

4.2 Restrictions

You agree that you shall not:

1. (f)Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, training data, or underlying architecture of the Services or any AI Features;
2. (g)Use the Services to develop, train, or improve any competing artificial intelligence, machine learning, or financial technology product or service, whether directly or indirectly;
3. (h)Scrape, crawl, spider, or use any automated means to access the Services or extract data therefrom, except as expressly permitted through our APIs in accordance with our API Terms of Use;
4. (i)Circumvent, disable, or otherwise interfere with any security, authentication, rate-limiting, digital rights management, or access control features of the Services;
5. (j)Use the Services to transmit any malware, virus, worm, trojan, ransomware, or other malicious code, or to conduct any denial-of-service attack or security breach;
6. (k)Impersonate any person or entity, or falsely represent your identity, affiliation, or authority, including by creating fake accounts or using another person's Account;
7. (l)Use the Services for any illegal purpose, including but not limited to money laundering, terrorist financing, tax evasion, fraud, or any activity that violates the Prevention of Money Laundering Act, 2002 or the Foreign Exchange Management Act, 1999;
8. (m)Use the AI Features to generate content that is defamatory, obscene, harmful, threatening, abusive, harassing, or that violates the rights of any third party;
9. (n)Attempt to probe, scan, or test the vulnerability of the Services or any associated system or network, or breach any security or authentication measures;
10. (o)Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services;
11. (p)Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Services or any Content;
12. (q)Use the AI Outputs as the sole basis for making any financial, investment, tax, legal, or medical decision without obtaining independent professional advice;
13. (r)Systematically download, store, or redistribute AI Outputs for the purpose of creating a competing knowledge base or training dataset;
14. (s)Engage in any conduct prohibited under the Information Technology Act, 2000, including without limitation §66 (computer-related offences), §66C (identity theft), §66D (cheating by personation using computer resource), §66E (violation of privacy / capture or transmission of private images), §66F (cyber terrorism), §67 (publishing or transmitting obscene material in electronic form), §67A (publishing material containing sexually explicit act), and §67B (publishing material depicting children in sexually explicit act).

§5AI-Specific Terms, Disclaimers, and Limitations

5.1 Nature of AI Outputs

You expressly acknowledge and agree that: (a) all AI Outputs are generated by probabilistic machine learning models that may produce errors, inaccuracies, inconsistencies, or hallucinations; (b) AI Outputs are provided on an "as is" and "as available" basis without any warranty of accuracy, completeness, reliability, fitness for a particular purpose, or non-infringement; (c) the Company does not guarantee that AI Outputs will be error-free, up-to-date, or suitable for your specific financial situation; (d) AI models may exhibit biases inherent in their training data, which may affect the nature and quality of AI Outputs; and (e) AI Outputs may change over time as models are updated, retrained, or recalibrated.

5.2 Training and Updates

The Company reserves the right to update, modify, retrain, fine-tune, or replace any AI models at any time without prior notice. Such changes may alter the behavior, accuracy, or nature of AI Outputs. By using the Services, you consent to the use of anonymized, aggregated, and de-identified usage patterns and feedback to improve the AI Features, subject to our Privacy Policy and applicable data protection laws, including the Digital Personal Data Protection Act, 2023.

5.3 Prohibition on High-Risk Reliance

You shall not use AI Outputs as the sole basis for any high-risk decision, including but not limited to: (a) making investment decisions involving a substantial portion of your net worth; (b) making decisions that may have legal, regulatory, or compliance implications; (c) automated decision-making that produces legal effects concerning you or similarly significantly affects you; or (d) any purpose where inaccurate AI Outputs could result in significant financial loss, physical harm, or legal liability. Users acknowledge that AI-generated outputs are decision-support tools and should be used in conjunction with professional judgment. For B2B partners using credit risk scoring APIs, liability is governed by the applicable B2B service agreement.

5.4 AI Liability Cap

The liability limitations in this section are subject to applicable Indian law, including the Consumer Protection Act, 2019 and relevant RBI/SEBI regulations. B2B partners operating under separate commercial agreements are governed by the liability terms in those agreements, not this section. For consumer users, the Company's liability for claims arising from or related to AI Outputs shall be determined in accordance with applicable law. This provision shall survive termination of this Agreement.

§6Intellectual Property Rights

6.1 Company's Intellectual Property

The Services, including all software, algorithms, AI models, training data, user interfaces, designs, trademarks, logos (including the Mukodi name and logo), and all other Intellectual Property embodied in or related to the Services, are and shall remain the exclusive property of the Company and its licensors. Nothing in these Terms grants you any right, title, or interest in the Company's Intellectual Property, except for the limited license expressly granted in Section 4.1. All rights not expressly granted herein are reserved by the Company.

6.2 User Content

You retain ownership of any content you submit, upload, or transmit through the Services ("User Content"). By submitting User Content, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in connection with operating, improving, and promoting the Services. You represent and warrant that you have all necessary rights to grant this license and that your User Content does not infringe upon any third party's rights.

6.3 AI Output Ownership

AI Outputs generated specifically for you based on your inputs and data are licensed to you for personal, non-commercial use, subject to these Terms. You acknowledge that: (a) AI Outputs may not be protectable under copyright or other intellectual property laws; (b) identical or substantially similar AI Outputs may be generated for other users; (c) the Company retains all rights in the underlying models, algorithms, and methodologies used to generate AI Outputs; and (d) the Company may use anonymized and aggregated AI Outputs for research, improvement, and development purposes.

6.4 Proprietary AI Model; No Grant of Model Rights

The artificial intelligence model operated by the Company under the name "FinAi" — including the Company's fine-tuned model weights, training data, prompt and orchestration logic, agent architecture, evaluation and audit systems, and all derivative improvements thereto (collectively, the "Model") — is the proprietary and confidential property and trade secret of the Company. The Model is built upon third-party foundation models which the Company uses under their respective open-licensed terms (Apache 2.0 / MIT); such foundation models remain the property of their respective licensors, and nothing herein shall be construed as the Company claiming ownership of any such third-party foundation model. No provision of these Terms, the Privacy Policy, any order form, or any Master Services Agreement grants You, any User, or any partner any ownership of, licence to, or right to access, copy, host, self-host, fork, mirror, fine-tune, distil, reverse-engineer, or independently deploy the Model, its weights, or any component thereof. The Services are made available solely as a hosted service operated by the Company. All rights in the Model not expressly granted are reserved by the Company. This Section survives termination.

The proprietary and intellectual-property rights asserted in this Section extend solely to the Model and the Mukodi platform. They do NOT extend to, and create no ownership interest in, (a) any personal data of a Data Principal, (b) User Content as defined herein, or (c) any memory, belief, correction, or other record derived from a Data Principal's inputs. As Data Fiduciary, the Company processes such personal data under the Digital Personal Data Protection Act, 2023, and the Data Principal retains all rights of access, correction, erasure, portability, grievance redressal, and nomination in respect of it.

Nothing in this Section limits, waives, or overrides any right conferred on a Data Principal by the Digital Personal Data Protection Act, 2023, or any other mandatory Indian law. Any conflict shall be resolved in favour of the Data Principal's statutory rights.

6.5 Existing Agreements; Transition

Where an executed Master Services Agreement, order form, or statement of work in effect as of [EFFECTIVE DATE] expressly grants a named partner a self-hosting, on-premise, or independent-deployment right with respect to any model, the express terms of that executed agreement shall prevail for that partner for its stated term, in accordance with the MSA-prevails order-of-precedence rule stated in the B2B Partner Notice above. This Section governs all engagements not so expressly covered and applies prospectively from [EFFECTIVE DATE].

§7Payment, Fees, and Refund Policy

Certain features of the Services may require payment of fees. All fees are quoted in Indian Rupees (INR) and are inclusive of applicable Goods and Services Tax (GST) unless otherwise stated. By subscribing to any paid features, you agree to pay all applicable fees as described in the Services at the time of purchase.

Subscription Billing: Paid subscriptions are billed on a recurring basis (monthly or annually, as selected by you) until cancelled. You authorize the Company to charge your selected payment method for each billing cycle. Subscription fees are non-refundable except as expressly provided below or as required by applicable law.

Free Trial: If the Company offers a free trial period, you will not be charged during the trial. Unless you cancel before the trial ends, your subscription will automatically convert to a paid plan, and you will be charged the applicable fee.

Price Changes:The Company reserves the right to modify pricing at any time. Existing subscribers will receive at least thirty (30) days' notice before any price increase takes effect. Continued use after the effective date constitutes acceptance of the new pricing.

7.4 Refund Policy

In accordance with the Consumer Protection (E-Commerce) Rules, 2020 (Rule 6) and the Consumer Protection Act, 2019, You may request a refund within seven (7) days of charge for:

• (a) technical failure preventing access to paid features for more than forty-eight (48) cumulative hours within a billing cycle;
• (b) duplicate or erroneous charges by Our payment processor;
• (c) billing errors on Our part;
• (d) cancellation submitted prior to first material use of a subscription period;
• (e) Service deficiency as defined under §2(11) of the Consumer Protection Act, 2019.

Refund requests must be submitted to [email protected] with order ID and reason. We will acknowledge within 48 hours and process eligible refunds within seven (7) business days to the original payment method, less applicable transaction processor charges where lawful.

Refund disputes may be escalated to Our Grievance Officer (Section 12) and thereafter to the appropriate Consumer Commission under the Consumer Protection Act, 2019. Your statutory rights under the Consumer Protection Act, 2019 are not limited by this clause.

§8Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with:

1. (s)Your access to, use of, or inability to use the Services;
2. (t)Your violation or breach of any provision of these Terms;
3. (u)Your violation of any applicable law, regulation, rule, or order, including but not limited to financial regulations, data protection laws, and anti-money laundering requirements;
4. (v)Your User Content, including any claim that your User Content infringes upon or misappropriates any third party's intellectual property rights, privacy rights, or other rights;
5. (w)Any reliance you place on AI Outputs, including any financial loss, damage, or harm resulting from decisions made based on AI Outputs;
6. (x)Any unauthorized access to your Account due to your failure to maintain the confidentiality of your credentials;
7. (y)Any dispute between you and any third party, including other Users, arising from or related to the Services.

§9Limitation of Liability

9.1 Liability Cap

To the maximum extent permitted by applicable Indian law, the Company's total aggregate liability to a User for all claims arising out of or related to these Terms or the Services shall not exceed the greater of: (a) the total fees paid by such User to the Company during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) Indian Rupees One Lakh (INR 1,00,000).

9.2 Carve-Outs

The cap in §9.1 shall NOT apply to:

• (i) the Company's gross negligence or wilful misconduct;
• (ii) death or personal injury caused by the Company's negligence;
• (iii) fraud or fraudulent misrepresentation by the Company;
• (iv) breach of confidentiality or data-protection obligations resulting in a regulatory penalty borne by the User;
• (v) breach of any indemnification obligation;
• (vi) any liability that cannot be excluded under the Consumer Protection Act, 2019, Information Technology Act, 2000, Digital Personal Data Protection Act, 2023, or other mandatory Indian law.

9.3 B2B Partner Liability

Liability between the Company and B2B partner organisations is governed exclusively by the executed Master Services Agreement (MSA), which supersedes §9.1 and §9.2 for partner accounts.

This limitation of liability applies to all claims in the aggregate, not on a per-claim basis, and shall survive the termination or expiration of these Terms. You acknowledge that the fees charged by the Company reflect the allocation of risk set forth in this Agreement and that the Company would not enter into this Agreement without these limitations on its liability.

§10Termination and Suspension

10.1 Termination by You

You may terminate your Account at any time by using the account deletion feature within the Services or by contacting us at [email protected]. Upon termination: (a) your license to use the Services immediately terminates; (b) you must cease all use of the Services; (c) the Company will delete your personal data in accordance with our Privacy Policy and applicable law, subject to any legal retention requirements; and (d) any prepaid fees for unused subscription periods are non-refundable unless required by applicable law.

10.2 Termination by Company

The Company may suspend or terminate your Account and access to the Services, in whole or in part, at any time, with or without cause, and with or without notice, including but not limited to situations where: (a) you breach any provision of these Terms; (b) we are required to do so by law, regulation, or court order; (c) we reasonably believe your Account has been compromised; (d) you engage in fraudulent, abusive, or illegal activity; (e) continued provision of the Services to you is no longer commercially viable; or (f) we discontinue the Services or any part thereof. The Company shall not be liable to you or any third party for any suspension or termination of your Account.

10.3 Survival

The following provisions shall survive termination or expiration of these Terms: Sections 2 (Definitions), 5 (AI-Specific Terms), 6 (Intellectual Property), 8 (Indemnification), 9 (Limitation of Liability), 11 (Dispute Resolution), 12 (Grievance Redressal), and any other provisions that by their nature are intended to survive termination.

§11Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

11.2 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 binding arbitration administered in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or in the absence of mutual agreement, appointed in accordance with the Act. The seat and venue of arbitration shall be Chennai, Tamil Nadu, India. The language of arbitration shall be English. The arbitrator's award shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

11.3 Jurisdiction

Subject to the arbitration clause above, the courts of Chennai, Tamil Nadu, India shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

11.4 Consumer Protection

Nothing in these Terms shall affect your statutory rights as a consumer under the Consumer Protection Act, 2019 or any other applicable consumer protection legislation. If any provision of these Terms is found to be inconsistent with mandatory consumer protection laws, such provision shall be modified to the minimum extent necessary to comply with such laws.

§12Grievance Redressal

In accordance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the Digital Personal Data Protection Act, 2023, the Company has appointed a Grievance Officer to address your concerns and complaints regarding the Services.

Escalation: Data Protection Board of India for data-protection matters; National Consumer Helpline (1915) for consumer-protection matters; or the appropriate Consumer Commission under the Consumer Protection Act 2019.

You may submit your complaint or grievance by sending an email to the above address with a detailed description of your concern, your registered email address, and any supporting documentation. The Grievance Officer shall acknowledge receipt of your complaint within 24 hours and endeavor to resolve it within 30 days.

§13Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, government actions or orders, strikes, lockouts, labor disputes, fire, flood, earthquake, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall give prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effects of such event. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement upon written notice to the other party.

§14Miscellaneous

14.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable API Terms of Use, and any other agreements or policies referenced herein, constitute the entire agreement between you and the Company regarding the Services and supersede all prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, whether written or oral, relating to the subject matter hereof.

14.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

14.3 Waiver

The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if made in writing and signed by an authorized representative of the Company. No waiver shall be deemed a continuing waiver or a waiver of any other provision.

14.4 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without the prior written consent of the Company. The Company may freely assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, to any affiliate, successor, or acquirer without notice to you. Any attempted assignment in violation of this provision shall be null and void.

14.5 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed effective when: (a) sent by email to your registered email address (for notices to you) or to [email protected](for notices to the Company); (b) posted within the Services; or (c) sent by registered post or courier to the respective party's address on record. You agree to keep your contact information current and to check for notices regularly.

14.6 No Agency

Nothing in these Terms shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between you and the Company. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.

14.7 Language

These Terms are drafted in the English language. In the event of any conflict between the English version and any translated version, the English version shall prevail. While the Services may be available in multiple Indian languages, all legal communications and notices shall be in English.

14.8 Electronic Contract

You acknowledge and agree that these Terms constitute an electronic contract under the Information Technology Act, 2000 and the Indian Contract Act, 1872, and that your acceptance of these Terms by using the Services constitutes your electronic signature, which is legally binding and enforceable. No physical signature or paper document is required for this Agreement to be valid and enforceable.