Terms of Service

These Terms of Service are effective as of May 1, 2026. Welcome to Graditto. PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING THE WEBSITE OR AVAILING THE SERVICES. IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE YOUR PARENT OR GUARDIAN READ THE AGREEMENT BELOW AND AGREE TO IT FOR YOU. IF YOU DO NOT GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THIS, YOU DO NOT HAVE PERMISSION TO USE THIS SITE OR AVAIL ANY OF THE SERVICES OFFERED BY US. BY ACCESSING, VIEWING, VISITING, USING, OR INTERACTING ON THIS PLATFORM OR WITH ANY BANNER, POP-UP, OR ADVERTISING THAT APPEARS ON IT OR BY AVAILING ANY SERVICES OFFERED BY KUDOBY TECHNOLOGIES PVT. LTD., YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU ACCEPT AND WILL BE BOUND BY THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES. BY IMPLIEDLY OR EXPRESSLY ACCEPTING THESE TERMS OF SERVICE, YOU ALSO ACCEPT AND AGREE TO BE LEGALLY BOUND BY KUDOBY TECHNOLOGIES PVT. LTD.’S POLICIES (INCLUDING BUT NOT LIMITED TO PRIVACY POLICY, AND OTHER POLICIES AVAILABLE ON THE WEBSITE) AS AMENDED FROM TIME TO TIME. These Terms of Service (“Terms”, “Agreement”) and all Policies listed on graditto.com/terms govern and apply to your use of the free and paid services, software, subscription platforms, and websites (the “Service(s)”) provided by Kudoby Technologies Pvt. Ltd. - Graditto (“Kudoby Technologies”, “Graditto”, “we”, “our”, etc.), and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, created tasks and associated information, text, files and other content or materials (together, the “Content”) uploaded, downloaded, or appearing on our websites or applications at app.graditto.com or any sub-domains. If you are entering into this Agreement on behalf of a school, organization, or other legal entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization and its authorized affiliates to these Terms. In that case, “you” and “your” refers to that Organization. We periodically update these terms and you would need to visit this webpage for the most up-to-date policy wordings frequently. You agree to review these Terms of Service regularly and always remain in compliance. In terms of the Information Technology Act, 2000, this document is an electronic record. Being generated by a computer system it does not require any physical or digital signatures. These Terms of Service describe the Services we will provide to you, how we will work together, and other aspects of our business relationship. 1. DEFINITIONS “Graditto”, “we”, “us” or “our” shall mean Kudoby Technologies Pvt. Ltd., a company incorporated in India under provisions of the Companies Act, 2013, having its registered office at C208, Sec-6, Lane No. 7, HMH JN., RAJ., IN 335512. “You”, “Your” or “Customer” shall mean an individual or legal entity who is availing/signing up for any kind of Services from us, irrespective of the nature or duration of the Services. Customer’s details, including the name of the contracting entity and the authorized representative, are as provided in the accompanying MoU or subscription settings. “Acceptable Use Policy” or “AUP” shall mean our Acceptable Use Policy set out below in the Acceptable Use section. “Allied Services” shall include the services such as email, SMS, WhatsApp Business API, cloud telephony, etc., which are procured by the Company from other vendors and provided by the Company on an “As is” basis. “Billing Cycle” shall mean a duration cycle (like a month, quarter, or year) for which billing is done in one go, as indicated in the MoU. “Consulting Services” shall mean the professional services provided to the Customer by Graditto, which may include training services, installation, integration, or consulting services, the details of which shall be captured in MoUs executed between the Parties from time to time under the terms of these Terms of Service and/or appended as annexures to MoUs. “Customer Data” shall mean any information submitted to the Graditto Platform by the Customer. “Disclosing Party” shall have the meaning set out in the Confidentiality Clause. “Effective Date” shall mean the date of signing of MoUs or any date mentioned in the MoU or date of acceptance of these Terms of Service, whichever is earlier. “Force Majeure” shall mean an act of war, hostility, sabotage, act of God, epidemic, pandemic, electrical, internet or telecommunication outage, cyber-attacks, government or regulatory restrictions, change in law applicable to the Services or any other event outside the reasonable control of Graditto, that adversely affects the provision of Services. “MoU” shall mean the signed agreement between Graditto and you, with your details and the Services opted by you, with relevant Service terms, pricing, and payment terms being set out accordingly. Separate MoUs/Addendums to existing MoUs may be submitted for different Subscription Services and MoUs may be updated or modified from time to time with mutual consent. “Graditto AI” shall mean the Graditto AI-based models, features, or Chatbots designed exclusively for the Education and B2B industry. “Graditto Platform” shall mean the suite of applications available at graditto.com or app.graditto.com, or any of its sub-domains or any other URL/location made available by Kudoby Technologies Pvt. Ltd. “Payment Gateway” means the technology used for accepting payments using various channels which may include credit cards, debit cards, net banking, UPI, wallets, Point-of-Sale (POS) devices, etc. “Planned Downtime” shall mean the period during which the Services may be shut down for planned maintenance of the Graditto platform. To the extent possible and reasonable, such downtime will be scheduled during non-business hours for the majority of Graditto’s customers such as weekends and public holidays and we would endeavor to provide at least 24 (twenty-four) hours prior notice, wherever possible. “Receiving Party” shall have the meaning set out in the Confidentiality clause. “Services” shall collectively mean the Subscription Services, Allied Services, and the Consulting Services provided by Graditto to Customer. “Service Fees” or “Fees” shall mean the amounts the Customer is required to pay for using any of the Services. “Start Date” shall mean the date of commencement of the Services. “Subscription Fees” shall mean the fees payable by the Customer for the Subscription Services. “Subscription Services” shall mean the provisions of access to the Graditto Platform as per the scope, limits, and features that the Customer has subscribed to, as captured in the relevant MoUs. “Subscription Term” shall mean the initial term of the Subscription Services commencing from the Start Date, as specified in the relevant MoU, and each subsequent renewal term (if any). “Users” mean individuals authorized by Customer to access Subscription Services. 2. YOUR USER ACCOUNT & SCOPE OF SERVICES 2.1. Accurate Information. Providing accurate information when you create your Graditto account or execute a Memorandum of Understanding (MoU) with us. 2.2. Safeguarding of your Account. Safeguarding any passwords and access keys and for all activities that occur in your account. 2.3. Security Notification. Immediately notifying Graditto if you become aware of any breach of security, leaked credentials, or unauthorized use of your account. 2.4. Appropriate Permissions. You may never use another user’s account without explicit permission. 2.5. Human Intervention. Your account must be registered by a human. Accounts registered by "bots" or other automated methods are not permitted. 2.6. Age Restrictions. By registering for a Graditto account, you represent and warrant that you are at least 16 years of age or older. If you are under the age of 18, your parent or guardian must read and agree to these terms. 2.7. Subscription Services. During the Subscription period as mentioned in the MoU, we will grant you a non-transferable, non-exclusive right to permit Users authorized by you to access and use the Graditto Platform in accordance with these Terms of Service, those mentioned in the relevant MoU, and all applicable laws and regulations. You may, at any time, subscribe to additional features to the existing Subscription Services by executing an additional MoU/addendum to the existing MoU. Additional commercials may apply. 2.8. Updates and Functionality. We may update the Graditto Platform from time to time, without adversely affecting the Subscription Services. We, however, are under no binding obligation to release new features or updates to the Graditto Platform. We make no representations of future features, enhancements, and functionalities, irrespective of any public announcements or comments in this regard. 2.9. Platform Availability. Subscription Services will not be available during Planned Downtime or Force Majeure. Though the Graditto services are subject to various factors including service availability of the industry leading vendors, Graditto will use commercially reasonable efforts to make the services available 99.7% of the time, excluding any outages due to planned preventive maintenance, as a standard practice. 2.10. Allied Services and Graditto AI. Allied Services and Graditto AI Services will be provided by us in accordance with the relevant MoU. These services are provided on an “as is” basis and you would need to purchase the additional usage credits in advance for availing of such services. 2.11. Consulting Services. Consulting Services will be provided by us in accordance with the relevant MoU. Unless otherwise agreed, Consulting Services may be performed remotely and rendered in English. For Consulting Services performed on-site, you will reimburse us for all expenses incurred in connection with rendering such Consulting Services. 2.12. Third-Party Service Providers or Third-Party Software. We may use third-party service providers, including application and hosting service providers, for rendering any of the Services hereunder without seeking further consent from you, but we will continue to be responsible for such Services. We will, however, not be responsible for any third-party service providers engaged by you or any third-party software that may be procured by you, whether with or without our consent, and notwithstanding that the same may be integrated with the Services. 3. USE OF SUBSCRIPTION SERVICES & ACCEPTABLE USE 3.1. Acceptable Use. You will comply with the Acceptable Use Policy. Specifically, you will not: • use or launch any “deep-link”, “page-scrape”, “robot”, “spider”, “crawler” or other automatic devices, programs, algorithms, or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any of its content, or in any way reproduce or circumvent the navigation structure or presentation of the Platform or any of its content to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform or expressly allowed by us in writing. We reserve the right to bar any such activity and take appropriate legal action; • use the Subscription Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of our Services; • use the rights granted hereunder or permit it to be used, for purposes other than those defined in the MoU, including for product evaluation, benchmarking, or other comparative analysis intended for publication; • attempt to gain unauthorized access to the Subscription Services; • make the Services available to anyone other than authorized Users; • sell, resell, rent, or lease the Services unless explicitly permitted in the relevant MoU; • use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; • use the Services to store or transmit malicious code, worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature; • access the Subscription Services other than through the interface provided by us; • access our private API by means other than those expressly permitted by Graditto; • create derivative works based on the Services or the Software unless explicitly authorized in writing; • reverse engineer the Services or the Software or access the Services to (a) build a competitive product or service, or (b) copy any features, functions, or graphics of the Services; or • use the Subscription Services for any purpose or in any manner that is unlawful under applicable laws or prohibited by under these Terms of Service. 3.2. Service Usage Limitations. The scope of the Subscription Services (including but not limited to the number of Users, number of emails/SMS/WhatsApp/calls that can be used by you in a particular period, number of contacts/leads that can be managed, etc.) will be as set out in the relevant MoU. We may monitor the usage of the Subscription Services by you to determine if the use is within relevant Service usage limitations or otherwise. Any overuse, if technically permitted, will be brought to your notice and may lead to pro-rata additional billing or suspension of Subscription Services, or both. 3.3. Intimation of Unauthorized Use. You are responsible to ensure that the Subscription Services are used in accordance with these Terms of Service and will notify us immediately of any unauthorized use of your account or Users’ identifications and passwords by sending an email to support@graditto.com. 4. FEES AND PAYMENT TERMS 4.1. Payment Facilitation, Settlement, and Disclosures. • Role of Graditto: Kudoby Technologies Pvt. Ltd. (“Graditto”) acts solely as a technology platform and payment facilitation service provider for its partner institutions and does not operate as a bank, non-banking financial company, or payment aggregator. • Payment Processing and Settlement: All payments initiated through the platform are processed by RBI-authorised payment service providers, payment gateways and/or payment aggregators. The Customer/Student/service recipient expressly acknowledges and agrees that such payments are settled by the respective payment gateway and/or payment aggregators into the designated bank account of the concerned partner institution as per the instructions of the partner institution. • Transaction References and Disclosures: For operational or technical reasons, the Customer/Student/service recipient may see the name of the payment gateway, payment aggregator and/or Graditto brands reflected in bank statements, transaction references, or payment confirmations. Such display shall not be construed as Graditto being the recipient or beneficiary of the funds, except where the payments are in relation to Graditto’s products and services, being offered directly to the customer. • Refunds, Disputes, and Chargebacks: All matters relating to refunds, reversals, chargebacks, disputes, or service-related issues shall be governed by the policies of the respective partner institution and the applicable payment service provider. The Customer/Student agrees to directly contact the relevant partner institution for the resolution of such matters. Graditto shall have no obligation or liability in relation thereto, except to the extent required under applicable law. • Limitation of Liability: To the maximum extent permitted under applicable law, Graditto shall not be liable for any loss, delay, failure, or deficiency arising from payment processing, settlement, or refund actions undertaken by the payment gateway, payment aggregator or partner institution. 4.2. Subscription Fees. Towards Subscription Services, you will pay the Subscription Fees set out in the relevant MoU. The Subscription Fees will remain fixed during the Subscription Term unless: (i) there is an overuse of the Subscription Services, whereby you exceed the maximum contacts, email/SMS/WhatsApp/calls limit, visits, User, or other applicable limits, as set out in the relevant MoU; (ii) you upgrade products or base packages; or (iii) you subscribe to additional or new features or new packages or products, including additional contacts. In case of overuse of Subscription Services, we shall be entitled to charge an additional fee for such overuse on a pro-rata basis. 4.3. Allied Services and Graditto AI charges. You would need to purchase credits in advance for the usage of Allied Services and Graditto AI. The credits would need to be recharged/topped up before the same gets zero to avoid the automatic stoppage of the service. Credits are chargeable based on the rates agreed in the relevant MoUs. Graditto is a facilitator of Allied Services through Third Party Service providers or Vendors and remains committed to offer to its clients the best deliverables at an optimized cost. As the prices for these Allied services offered are based on the pricing of the respective service providers or vendors, thus in case of a revision in price by the service providers or vendors, Graditto pricing will also be revised. 4.4. Payment Gateway Services. Payment settlement time for domestic and International payments, and Payment Gateway Handling Charges would be defined in the relevant MoUs. 4.5. Payment Terms. All Subscription Fees are due and payable in advance throughout the Subscription Term, before the commencement of the relevant Billing Cycle, as set out and agreed in the relevant MoU. Service Fees are non-refundable and payment obligations under MoU are non-cancellable unless expressly set out otherwise in the relevant MoU or Section 4.6. 4.6. Satisfaction Guarantee. Graditto provides customers purchasing Services for the first time (or who are purchasing new products) with a satisfaction guarantee (“Satisfaction Guarantee”). Except as otherwise stated below, (a) if you are not satisfied with your initial purchase of Graditto Services for any reason, simply contact us within thirty (30) days, and we will be happy to issue a full refund, and (b) in the event that you upgrade your Services plan or purchase new Services features (each, an “Upgraded Plan”), the Satisfaction Guarantee will apply during the first thirty (30) days after the purchase of the Upgraded Plan. The Satisfaction Guarantee does not apply to (a) Services initially purchased through or with the assistance of a Graditto sales representative or reseller; (b) renewals or expansions of previously purchased Services; or (c) instances where you have completed a pilot or trial period of the Services prior to initial purchase. We reserve the right to reject any refund request or revoke refund privileges (on an individual basis) under this section if we determine abuse of this policy has occurred. 4.7. Invoicing. We will invoice you before the beginning of the initial Subscription Term and before the delivery of Consulting Services if any. Thereafter, we will invoice you no more than forty-five (45) days before each subsequent Billing Cycle or each renewal of the Subscription Term. All amounts invoiced are due and payable within 7 (seven) days from the date of the invoice, unless otherwise specified in the relevant MoU. In case of delayed payments, we will be entitled to apply interest at (i) 1.5% (one and a half percent) per month; or (ii) the maximum permissible under law, whichever is higher. 4.8. Taxes. All Service Fees are exclusive of applicable taxes, levies, cesses, and other charges applicable thereon, which shall be borne by you. If Customer is required to deduct or withhold any tax, Customer will pay the amount deducted or withheld as required by law and pay Graditto an additional amount so that it receives payment in full as if there were no deduction or withholding. 4.9. Purchase Orders. If you require the use of a purchase order or purchase order number, you (a) must provide the purchase order number at the time of purchase; and (b) agree that any terms and conditions on your purchase order will not apply and are null and void. 5. TERM, RENEWAL, SUSPENSION, AND TERMINATION 5.1. Effective Date and Term. These Terms of Service shall be effective as of the Effective Date as mentioned in the relevant MoU and be binding between you and Graditto till the completion of all the obligations undertaken pursuant hereto unless terminated earlier in accordance with the terms hereof. 5.2. Auto-Renewal. The Subscription Term shall commence on the Start Date set out in the relevant MoU and be valid for the period specified therein. The Subscription Term will renew automatically for a further period equal to the then current Subscription Term or for a period of 1 (one) year, whichever is more, unless (i) you send a non-renewal or cancellation notice in writing to sales@graditto.com at least 30 (thirty) days before the approaching renewal; or (ii) an explicit renewal MoU captures a different Billing Cycle. If you add new products or functionalities during the Subscription Term, they will renew along with the Subscription Term, unless otherwise indicated in the relevant MoU. 5.3. No Termination without Cause. Neither party will terminate these Terms of Service or those mentioned in the MoU, without cause or for convenience before the expiry of the relevant term. In case you choose to stop using any of the Services before the expiry of the relevant term, you may do so, without Graditto being liable to refund any Services Fees already paid. Notwithstanding the applicable Billing Cycle, the Customer will be liable to pay all Service Fees payable for the remainder of the Subscription Term. 5.4. Suspension of Services. We may suspend access to your account after giving you 15 (fifteen) days prior written notice in case any amounts remain due and payable upon completion of the payment period set out in these Terms of Service or the relevant MoU. We may also suspend access to Customer’s account with immediate effect for any of the following reasons (i) there is unauthorized access to Customer’s account; (ii) there is a specific request from the Customer to disable the account; (iii) there is a violation of Acceptable Use Policy; (iv) Customer’s use of the Services is in violation of applicable laws or regulations; (v) Customer’s use of the Services poses a risk to the Graditto Platform or other users of the Services; or (vi) you have a free account that has not had any activity (replies or logins) for sixty (60) days. 5.5. Termination for Cause. Either party may terminate these Terms of Service or an MoU for cause: (i) upon 60 (sixty) days prior written notice to the other party on grounds of a material breach, if such breach remains uncured at the expiration of such period; or (ii) immediately, if the other party becomes the subject of insolvency, bankruptcy, liquidation or other such proceedings and the same are not stayed by a competent court within a period of 6 (six) months therefrom. 5.6. Consequences of expiry/termination. Upon expiry or termination of any of the Services, the Customer shall pay all outstanding payments immediately, irrespective of the Billing Cycle. Graditto shall not be liable to refund any amounts to the Customer, except, where the termination is by the Customer on grounds of a material breach by Graditto. For a period of 30 (thirty) days following expiry or termination, Graditto will retain the Customer Data on the Graditto Platform. Within this period, Customer can: (i) export the Customer Data from the Customer’s account; or (ii) request Graditto to keep the account active for a further mutually agreed period and for an additional fee. Upon completion of the aforementioned period of 30 (thirty) days or such extended period as mutually agreed, whichever is later, Graditto will permanently delete all Customer Data in Customer’s account, without retaining any copy thereof. Customer agrees that Graditto is not liable for any such deletion of Customer Data. All terms hereof, survival of which have been specifically provided for herein or which by their nature survive termination, shall survive the expiry or termination of these Terms of Service. 6. OWNERSHIP AND PROPRIETARY RIGHTS 6.1. Graditto Rights. We own or have rights to all worldwide intellectual property rights in and to the Graditto Platform and the Services (including all customizations, derivatives, adaptations, or improvements thereof), and all copyrights, patents, trademarks, service marks, and trade secrets in relation thereto, whether registered or not. All suggestions, enhancement requests, feedback, recommendations, or other inputs provided by you or any other party relating to the Graditto Platform or Services shall be owned by us, and you hereby assign, perpetually and worldwide, free of royalties or any payments, all rights in the same in favour of us and shall, at our expense execute such documents as are necessary to accomplish the foregoing ownership. Such assignment shall not lapse, notwithstanding that we do not make use of the same within the timelines prescribed by law if any. Any rights not expressly granted herein are reserved by us. 6.2. Customer Rights. You shall have ownership rights over all Customer Data and you hereby grant us and our licensors the worldwide, limited, non-exclusive license to access and use the same to render the Services. You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to collect and use the Customer Data. We claim no ownership rights over the Content submitted or created exclusively by you in your Graditto Service account. 6.3. Limited Use of Customer Content. Notwithstanding the foregoing, we may access Content to determine how we can improve our Service, and to determine customer satisfaction. Similarly, any reporting data we collect from your use of the Graditto Service remains yours. By using the Graditto Service you agree that we can use this data to provide the Graditto Service to you, and you also agree that as long as the data is anonymized and does not identify you, we can combine this data with the anonymized data of other companies to provide benchmarking, public reports or to otherwise use it to provide the Graditto Service. 6.4. Using the Customer’s name and logo. You hereby permit us to use your name, website address, and logo in our marketing materials including website, email campaigns, brochures, etc. during and after active engagement. You may request that we cease such use by emailing legal@graditto.com at any time. 7. CONFIDENTIALITY & CUSTOMER DATA PROTECTION 7.1. Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Customer Data; Graditto’s Confidential Information shall include the Graditto Platform and Services; and Confidential Information of each Party shall include the terms and conditions of these Terms of Service and all MoUs, pricing, as well as business and marketing plans, technology and technical information, product features, plans and designs, and business processes disclosed by such Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. 7.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care to protect Confidential Information that it uses to protect its own confidential information of like kind (but in no event less than reasonable care). It shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service and except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its service providers’ employees, consultants, contractors and agents who need such access for purposes consistent with these Terms of Service and who are bound by confidentiality obligations that are no less stringent than those herein. 7.3. Customer Data Protection. We shall adopt and maintain industry-standard organizational and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data. We shall process the Customer Data only for the purpose of rendering the Services, as per the privacy policy. We do not determine whether Customer Data includes information subject to any specific law or regulation in Customer’s local jurisdiction. As you collect the Customer Data and determine the mode of processing the same using the Services, you shall be the controller, and we the processor, for the purpose of applicable data privacy laws. You shall be responsible for ensuring that it complies with applicable data protection laws pertaining to the collection and transfer of personal data as the controller of the Customer Data. 8. GENERAL CONDITIONS 8.1. Refusal of Service. We reserve the right to refuse access to the Service to anyone for any reason at any time. 8.2. Updated Terms. We reserve the right, in our sole discretion, to change these Terms and/or our Services offered from time to time (“Updated Terms”). Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. 8.3. Identity Verification. You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and account information. This may include asking you for further information and/or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases. 8.4. Content Moderation. We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms. 8.5. Data Charges. You agree that you are responsible for all data charges you incur through use of the Service. 8.6. Notifications and Communication. By creating an Account, you agree that the Services may send you informational and promotional text (SMS) messages, emails, or automated alerts (e.g., via the WhatsApp Business API) as part of the normal business operation of your use of the Services. You may opt-out of receiving these promotional messages from us at any time by following the explicit opt-out instructions provided in the message or updating your preferences in the platform. You acknowledge that opting out of receiving text messages or alerts may impact your use of the Services. 8.7. Support Account Access. In some cases, it is necessary for our employees, contractors, or agents to access your account and content in order to diagnose a problem. When you contact the Graditto support team, it is implied that you are allowing us to access your account if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible. 8.8. Data Transfers and Processing. In connection with providing you the Service, we may transfer, store, and process your Content in India, the U.S., or any other country in which we or our agents maintain facilities. By using the Service, you consent to this transfer, processing, and storage of your Content. 8.9. Third-Party Integrations. If you elect to utilize any third-party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third-party application. To understand how such third-party application providers utilize your Content and other information, you should review their privacy policies. 8.10. Advertising. Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that we may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. 8.11. Trademarks. The Graditto and Kudoby Technologies name and logo are our trademarks, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress, and may not be copied, imitated or used, in whole or in part, without prior written permission from us. 9. SOFTWARE & FEEDBACK 9.1. Software. As part of the Service, we may provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. Contingent upon your compliance with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this access right does not constitute a sale of the Software or any copy thereof, and as between you and us, we retain all right, title and interest in the Software. 9.2. Feedback. It is our policy not to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested. For all reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted, or offered to us via our Service, our sites, by e-mail or telephone, by mail, or otherwise disclosed, submitted or offered in connection with your use of this Service (collectively, “User Submissions”) you grant us a royalty-free, irrevocable, transferable right and license to use the User Submissions however we desire, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, and/or sell and/or distribute such User Submissions and/or incorporate such User Submissions into any form, medium, or technology throughout the world. User Submissions shall not under any circumstances be considered Customer Content. 10. REPORTING COPYRIGHT AND OTHER IP VIOLATIONS It is our policy to respond to notices of alleged copyright infringement. If you believe your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information to our Copyright Agent: a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; b. A description of the copyrighted work that you claim has been infringed; c. A description of where the material that you claim is infringing is located on our site(s); d. Your address, telephone number, and e-mail address; e. 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; and f. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a user’s account if the user is determined to be a repeat infringer. Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached as follows: platform@graditto.com 11. DISCLAIMER OF WARRANTIES THE SERVICE, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, CONTRACTORS, SUPPLIERS, LICENSORS, OR AGENTS (COLLECTIVELY, THE "GRADITTO PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICE. IN ADDITION, THE GRADITTO PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. THE GRADITTO PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES AND SECURITY BREACHES OF ANY KIND. THE GRADITTO PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. 12. LIMITATION OF LIABILITY; WAIVER IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR: (I) LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUE, LOSS OF REPUTATION OR GOODWILL, IN EACH CASE WHETHER ACTUAL OR ANTICIPATED; (II) LOSS, THEFT OR CORRUPTION OF DATA; AND (III) ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY HEREUNDER (OTHER THAN FOR PAYMENT OF FEES DUE) EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO GRADITTO IN THE 1 (ONE) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM OR INR 10,000 (INDIAN RUPEES TEN THOUSAND ONLY) OR ONE HUNDRED UNITED STATES DOLLARS ($100.00), WHICHEVER IS LESSER. BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF ANY LAW IN ANY APPLICABLE JURISDICTION WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE. WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE THE GRADITTO PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. 13. INDEMNIFICATION The Customer (and also any third party for whom you operate an account or activity on the Service) shall defend, indemnify and hold Graditto Parties harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against us: (i) due to breach of the representation and warranties outlined in these Terms of Service; (ii) by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights or data privacy rights of such third party; (iii) due to your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental authorities; or (iv) any misrepresentation made by you; provided that the indemnified party (a) promptly gives written notice of the claim to the indemnifying party; (b) gives the indemnifying party control of the defense and settlement of the claim; and (c) provides to the indemnifying party all reasonable assistance. 14. ANTI-CORRUPTION The Customer hereby represents and warrants that neither the Customer nor, to the Customer’s knowledge, any agent or other Person acting on behalf of the Customer, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment, or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Customer (or made by any Person acting on its behalf of which the Customer is aware) which violates the law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption laws. 15. ARBITRATION, GOVERNING LAW AND DISPUTE RESOLUTION 15.1. Dispute Resolution. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents (“Excluded Disputes”)), you agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The Arbitration shall be conducted by a sole arbitrator, mutually appointed by the Parties. You and we hereby expressly waive the right to a trial by jury or a court of law. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. The place of arbitration shall be New Delhi, India and the language of the arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. 15.2. Opt-out. You may opt out of this agreement to arbitrate, as specified above. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: Kudoby Technologies Pvt. Ltd. Attn: Legal Department C208, Sec-6, Lane No. 7 HMH JN., RAJ., IN 335512 You must include your name and residence address, the phone number and username that you use for your account, and a clear statement that you want to opt out of this arbitration agreement. 15.3. Governing Law & Venue. The governing law and jurisdiction shall be as per the terms of the MoU. In absence of the same, these Terms are governed by and construed in accordance with the laws of India, without giving effect to any principles of conflicts of law. For any action at law or in equity relating to the arbitration provision of these Terms, the Excluded Disputes, or if you opt out of the agreement to arbitrate, you agree to resolve any disputes exclusively in the courts located in New Delhi, India, and to submit to the personal jurisdiction of such courts for the purpose of litigating all such disputes. 15.4. Time Limitation on Claims. Except as may be required by applicable law, you agree that any claim you may have arising out of or related to these Terms or your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred. 16. OTHER PROVISIONS 16.1. Force Majeure. Neither party shall be responsible for failure or delay in performance if caused by Force Majeure, except in respect of payment obligations hereunder. Each party will use reasonable efforts to mitigate the effect of a Force Majeure event. 16.2. Compelled Disclosure. Graditto reserves the right at all times to disclose any information, including Customer Data and Customer’s Confidential Information, when compelled to do so by any applicable law, regulation, legal process, or governmental request; however, Graditto shall if permissible, provide Customer notice of the same. 16.3. Severability. If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, or for any reason invalid, void, or unenforceable, the remainder of the provisions shall, to the extent practicable, remain in full force and effect and parties will negotiate in good faith to amend such invalid, void or unenforceable provision to give effect to the intended purpose of such provision in accordance with applicable laws. 16.4. Relationship Between the Parties. No joint venture, partnership, employment, or agency relationship is created between Graditto and Customer as a result of these Terms of Service or use of the Services. 16.5. Assignment. Customer shall not assign its rights hereunder to any other person or organization, without prior approval from Graditto in writing. We may assign these Terms or any rights hereunder without your consent and the Terms will inure to the benefit of and be enforceable by our successor. 16.6. No Waiver. Any waiver by a party of a breach of these Terms of Service by the other party shall be specific and in writing and shall not operate as a waiver of any other or future breach under these Terms of Service. 16.7. Entire Agreement. These Terms of Service, including its annexures, MoUs, and any additional MoUs, annexures, modifications, or addendums that may be entered into from time to time constitute the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Any additional or different terms set out in a purchase order or any future correspondence shall not be binding on Graditto. 16.8. Order of Precedence. In the event of any conflict between these Terms of Service and the terms of an MoU, the MoU shall prevail solely with respect to the subject matter thereof. 16.9. Territorial Restrictions. The Services and information provided within the Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Graditto to any registration requirement within such jurisdiction or country. Software related to or made available by the Service may be subject to applicable export controls. No software from the Service may be downloaded, exported, or re-exported in violation of Indian or international trade laws or to restricted parties. 16.10. Notice. Any notice or other communication required or permitted under this Terms of Service shall be given in writing to the other party via hand delivery, courier, or by registered post acknowledgment due. Notices shall be effective upon receipt. If to the Customer: Customer Name, Address, and Email ID as per MoU. If to Graditto: Attn: Legal and Compliance Department – Kudoby Technologies Pvt. Ltd., C208, Sec-6, Lane No. 7, HMH JN., RAJ., IN 335512. Email: legal@graditto.com. However, notices about the use of the Services, including overuse, additional Services sought, clarifications, and payments, may be sent by email only to the relevant sales manager or at sales@graditto.com. These Terms of Service were written in English. To the extent any translated version of these Terms of Service conflicts with the English version, the English version controls.