Terms & Conditions

1.1 “Affiliates” means with respect to any entity, any other entity controlling, controlled by, or under common control with such entity.

1.2 “Agreement”means these Terms & Conditions together with any Order Form(s) entered into by the parties from time to time.

1.3 “Authorised User”means any employee, contractor, or agent of Customer who is authorised by Customer to use the Services on Customer's behalf.

1.4 “Confidential Information” means any non-public information 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.

1.5 “Customer Data”means all electronic data, content, or information submitted by or on behalf of Customer in connection with Customer's use of the Services.

1.6 “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights whether registered or unregistered.

1.7 “Order Form” means any written or electronic order form, statement of work, or similar document entered into between the parties specifying the Services to be provided.

1.8 “Services” means the software-as-a-service platform and related services provided by Dhaam AI as described in the applicable Order Form, including all updates, upgrades, and modifications thereto.

1.9 “Subscription Term” means the period during which Customer is subscribed to the Services as specified in the applicable Order Form.

2.1 Dhaam AI Services.Subject to the terms and conditions of this Agreement, Dhaam AI will provide Customer with access to the Services during the Subscription Term. Dhaam AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services solely for Customer's internal business purposes during the Subscription Term. Dhaam AI is constantly improving and evolving the Services. Dhaam AI reserves the right, in its sole discretion, to add, change, modify or remove functionalities or features, and to suspend or stop providing any application, product, tool or service altogether, at any time, without any notice or liability to Customer.

2.2 Dhaam AI Responsibilities. During the Term, Dhaam AI will: (a) comply with all applicable laws and regulations in providing the Services, including, without limitation, obtaining any required licences, permissions, authorisations, consents or permits; and (b) maintain complete and accurate records relating to the provision of the Services.

2.3 Customer Platform Data.During the Term and for a period of three (3) years thereafter, upon Customer's prior written request, Dhaam AI will make available to Customer records of Customer's prior history of transactions. Dhaam AI shall have at least five (5) Business Days from receipt of Customer's written request to provide access to such records.

3.1 Customer Representatives.During the Term, Customer shall: (a) designate one or more employees to serve as a Customer representative (“Customer Representative”); provided, that in the absence of designating a Customer Representative, Customer hereby agrees that users with “Administrative” and “Super User” roles (as identified in the platform user settings) shall be deemed a Customer Representative; and (b) require that its Customer Representatives respond promptly to any reasonable requests from Dhaam AI for instructions, information or approvals required by Dhaam AI to provide the Services. A Customer Representative shall serve as Customer's primary contact with respect to the Agreement.

3.2 Account Security.Customer is responsible for maintaining the security and confidentiality of all usernames, passwords, and access credentials associated with its account. Customer shall notify Dhaam AI immediately of any actual or suspected unauthorised access to or use of Customer's account.

3.3 Acceptable Use. Customer agrees to use the Services only for lawful purposes. Customer shall not: (a) licence, sublicence, sell, resell, transfer, assign, or otherwise commercialise the Services; (b) modify or make derivative works based upon the Services; (c) reverse engineer, decompile, or disassemble the Services; (d) use the Services to build a competitive product; or (e) use the Services in violation of any applicable law or regulation.

4.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form. Except as otherwise specified herein, all fees are quoted and payable in the currency specified in the Order Form, and all payment obligations are non-cancellable and fees paid are non-refundable.

4.2 Invoicing & Payment. Dhaam AI will invoice Customer in advance and in accordance with the applicable Order Form. All invoices are due and payable within thirty (30) days of the invoice date, unless otherwise specified.

4.3 Taxes.All fees are exclusive of applicable taxes, levies, duties, or similar government assessments of any nature. Customer is responsible for paying all taxes associated with its purchases hereunder, excluding taxes based solely on Dhaam AI's income.

4.4 Late Payments.If any undisputed payment is thirty (30) or more days overdue, Dhaam AI may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations and/or suspend Services until such amounts are paid in full.

4.5 Price Changes.Dhaam AI reserves the right to modify pricing for any Services upon at least thirty (30) days' written notice to Customer, effective at the start of Customer's next renewal term.

5.1 Dhaam AI IP. Dhaam AI and its licensors own all right, title and interest in and to the Services, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

5.2 Customer Data. As between Dhaam AI and Customer, Customer owns all right, title and interest in and to Customer Data. Customer hereby grants to Dhaam AI a non-exclusive, worldwide, royalty-free licence to use, reproduce, and process Customer Data solely to the extent necessary to provide the Services.

5.3 Feedback.If Customer provides Dhaam AI with any suggestions, comments, or other feedback relating to the Services (“Feedback”), Dhaam AI may use such Feedback without restriction or obligation to Customer.

6.1 Each party (as “Receiving Party”) agrees to: (a) hold in confidence the other party's (“Disclosing Party”) Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use the Confidential Information only to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or agents who need to know such information to facilitate performance under this Agreement and who are subject to confidentiality obligations no less protective than those herein.

6.2 The obligations set forth in Section 6.1 shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

7.1 Dhaam AI will process Customer Data in accordance with its Privacy Policy, which is incorporated by reference into this Agreement.

7.2 Customer acknowledges that the Services may be hosted on third-party cloud infrastructure, and that Dhaam AI employs industry-standard technical and organisational measures to protect Customer Data.

7.3 Customer shall not submit to the Services any data that includes sensitive personal information (such as health records, government ID numbers, or financial account credentials) unless expressly authorised in a separate data processing agreement.

8.1 Dhaam AI Warranty. Dhaam AI warrants that during the Subscription Term, the Services will perform materially in accordance with the applicable documentation under normal use and circumstances.

8.2 Disclaimer.EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND DHAAM AI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.3 Customer Warranty. Customer represents and warrants that: (a) it has the legal power to enter into this Agreement; and (b) its use of the Services will comply with all applicable laws and regulations.

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DHAAM AI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DHAAM AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR (B) USD $100.

9.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10.1 Customer shall indemnify, defend, and hold harmless Dhaam AI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with: (a) Customer's breach of this Agreement; (b) Customer Data; or (c) Customer's violation of any applicable law or third-party rights.

10.2 Dhaam AI shall indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by Dhaam AI, infringe such third party's Intellectual Property Rights, provided that Customer promptly notifies Dhaam AI of such claim and cooperates reasonably in the defence thereof.

11.1 Term. This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated.

11.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) becomes the subject of bankruptcy, insolvency, or similar proceedings.

11.3 Effect of Termination.Upon expiration or termination: (a) all licences granted herein shall immediately terminate; (b) Customer shall immediately cease all use of the Services; and (c) each party shall return or certifiably destroy the other's Confidential Information. Sections 1, 5, 6, 8, 9, 10, 12, and 13 shall survive any expiration or termination of this Agreement.

12.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Dhaam AI is incorporated, without regard to its conflict of law provisions.

12.2 Any dispute arising out of or relating to this Agreement shall first be submitted to senior management of both parties for resolution through good-faith negotiation for a period of thirty (30) days. If unresolved, such dispute shall be submitted to binding arbitration pursuant to applicable arbitration rules, with proceedings conducted in English.

12.3 EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

13.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

13.4 Assignment.Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that Dhaam AI may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.5 Notices.All notices under this Agreement shall be in writing and sent to business@dhaamai.com (for Dhaam AI) or to the email address associated with the Customer's account (for Customer).

13.6 Force Majeure.Neither party shall be liable for any failure to perform its obligations where such failure results from any cause beyond that party's reasonable control.