Terms & Conditions.

For purposes of these Terms:

"Client", "you", or "your" means any individual, business, company, organization, institution, or other entity accessing or purchasing our services or products.

"Services" means the technology, consulting, engineering, development, design, AI, cloud, data, cybersecurity, e-commerce, marketing, automation, and other professional services provided by Gexart.

"Deliverables" means the software, applications, websites, designs, documentation, systems, configurations, integrations, reports, data outputs, models, automations, or other work products specifically created for a Client under an agreed engagement.

"Digital Products" means software, applications, APIs, templates, tools, licenses, subscriptions, digital assets, or other electronically delivered products offered by Gexart.

"Project" means a specific engagement or assignment undertaken by Gexart for a Client.

"Third-Party Services" means services, platforms, infrastructure, APIs, hosting providers, cloud providers, payment processors, AI providers, software libraries, communication systems, analytics systems, or other services operated by third parties.

"Agreement Documents" means these Terms together with any applicable proposal, quotation, statement of work, order form, invoice, project specification, service agreement, NDA, license agreement, data-processing agreement, or other written agreement between Gexart and the Client.

Where an Agreement Document expressly conflicts with these Terms, the specific Agreement Document will prevail only with respect to the subject matter of that engagement.

Gexart Technologies is an India-based technology and IT consulting firm providing technology engineering, digital transformation, software, AI, cloud, data, cybersecurity, commerce, product, and digital growth solutions.

Our services may include, without limitation:

• * Enterprise IT consulting
• Enterprise software engineering
• Custom software development
• Web application development
• Mobile application development
• Digital transformation
• Legacy system modernization
• Cloud architecture and migration
• Cloud-native engineering
• DevOps and platform engineering
• AI and machine-learning solutions
• Generative AI solutions
• AI agent development
• AI integration and automation
• Data engineering
• Business intelligence and analytics
• Data platforms and analytical systems
• Cybersecurity and application security
• Identity and access management
• E-commerce and digital commerce solutions
• Product and platform engineering
• UI/UX and digital product design
• Performance marketing
• Search engine optimization
• Lead generation
• Marketing automation
• Conversion optimization
• Brand strategy and visual identity
• APIs, SaaS solutions, digital products, and technology platforms

The exact scope of services provided to a Client will depend on the applicable Project or Agreement Documents.

You may use our website and Services only if you are legally capable of entering into a binding agreement under applicable law.

If you are using our Services on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms and any applicable Agreement Documents.

Where a Client is a minor or otherwise legally incapable of contracting, use or purchase of applicable Services must be undertaken through an authorized parent, guardian, or legally authorized representative where permitted by law.

You agree to use the website only for lawful purposes.

You must not:

1. 1violate applicable laws or regulations;
2. 2attempt to gain unauthorized access to our systems;
3. 3interfere with website security or functionality;
4. 4introduce malicious code, malware, ransomware, or other harmful material;
5. 5scrape, copy, reproduce, or systematically extract website content without permission;
6. 6impersonate Gexart or another person or entity;
7. 7use our website for fraudulent, deceptive, abusive, or unlawful activity;
8. 8attempt to reverse engineer protected systems;
9. 9overload, disrupt, or interfere with our infrastructure;
10. 10use our services to facilitate illegal activity.

We reserve the right to restrict, suspend, or terminate access where we reasonably believe these Terms have been violated.

Gexart may provide Services on a project, subscription, retainer, milestone, hourly, usage-based, or other agreed commercial basis.

The commercial structure, scope, timeline, deliverables, responsibilities, dependencies, and pricing may be specified in a quotation, proposal, statement of work, invoice, order form, or other written agreement.

Unless expressly agreed otherwise, Gexart does not guarantee that a particular Project will produce a particular commercial, financial, marketing, operational, or business outcome.

Technology consulting and engineering involve dependencies, assumptions, third-party systems, Client decisions, technical limitations, and external factors. Accordingly, forecasts, estimates, recommendations, projections, or expected outcomes are not guarantees of future results.

Projects are performed according to the agreed scope.

Requests that materially change the original scope may require additional fees, resources, time, or a revised delivery schedule.

Changes may include, without limitation:

• * additional features;
• additional integrations;
• new platforms;
• revised requirements;
• additional design revisions;
• additional environments;
• new APIs;
• additional security requirements;
• new data sources;
• changes requested after approval;
• additional testing requirements; or
• material changes to the original technical architecture.

Gexart may provide a revised quotation, timeline, or statement of work before implementing material changes.

The Client agrees to provide information, approvals, access, credentials, content, materials, technical specifications, feedback, personnel, and other resources reasonably required for the Project.

The Client is responsible for ensuring that information and materials supplied to Gexart are accurate, lawful, complete, and authorized for use.

Gexart will not be responsible for delays, additional costs, errors, rework, or performance issues resulting substantially from:

• * delayed Client responses;
• delayed approvals;
• inaccurate information;
• unavailable personnel;
• unavailable credentials;
• changes in requirements;
• failure to provide required materials;
• Client-side infrastructure;
• third-party systems;
• payment delays; or
• other dependencies outside Gexart's reasonable control.

Where Client-caused delays occur, project milestones and delivery dates may be reasonably adjusted.

Any delivery date, milestone, launch date, or estimated completion date communicated by Gexart is an estimate unless expressly identified as a guaranteed contractual date.

Timelines may change because of:

• * Client delays;
• scope changes;
• technical complexity;
• third-party services;
• infrastructure availability;
• security requirements;
• regulatory requirements;
• integration dependencies;
• force majeure events;
• availability of required resources; or
• other circumstances outside Gexart's reasonable control.

Gexart will make reasonable efforts to communicate material delays.

Fees are determined on a project-by-project or service-by-service basis.

Payment terms may differ depending on the nature, duration, complexity, and commercial structure of the engagement.

Applicable payment obligations will be communicated through proposals, quotations, invoices, statements of work, order forms, or other written commercial documents.

Gexart may accept payment through legally permitted methods, including:

• * Visa;
• Mastercard;
• Razorpay;
• Paytm;
• UPI;
• Net Banking;
• cryptocurrency where legally permitted and accepted by Gexart;
• bank transfer; and
• other lawful payment methods made available by Gexart.

Applicable taxes, including GST and other legally applicable charges, may be added to the quoted price unless expressly stated otherwise.

Unless expressly agreed otherwise in writing, Gexart's professional or service fees do not automatically include third-party infrastructure or usage costs.

Such costs may include:

• * cloud hosting;
• servers;
• storage;
• bandwidth;
• domain registration;
• SSL certificates;
• third-party APIs;
• AI model usage;
• software licenses;
• application marketplace fees;
• payment gateway charges;
• communication/SMS services;
• email services;
• database services;
• analytics services;
• external SaaS subscriptions;
• data acquisition;
• specialized infrastructure; and
• other third-party technology expenses.

Where such costs are required for the Project, they may be paid directly by the Client or separately charged to the Client, depending on the applicable arrangement.

Gexart does not ordinarily impose a separate late-payment fee unless expressly agreed in writing.

However, failure to make a required payment when due may constitute a material breach of the applicable engagement.

Gexart reserves the right to suspend:

• * development;
• hosting;
• maintenance;
• support;
• API access;
• SaaS access;
• deployments;
• integrations;
• infrastructure;
• account access; or
• other Services

where amounts remain unpaid.

Suspension does not automatically cancel outstanding payment obligations.

Because many Gexart Services involve customized engineering, resource allocation, third-party infrastructure, development time, and project-specific work, refunds are not automatically available.

Gexart may provide a refund where:

1. 1the failure to provide an agreed Service is materially attributable to Gexart;
2. 2Gexart is unable to deliver the agreed Service for reasons substantially within Gexart's responsibility; or
3. 3another refund entitlement is expressly agreed in writing.

Where a refund is appropriate, the refund may be limited to the professional/service charges actually paid to Gexart for the affected Service.

Unless expressly agreed otherwise, Gexart does not assume responsibility for reimbursing:

• * infrastructure costs;
• cloud usage;
• third-party subscriptions;
• third-party API charges;
• payment processing charges;
• domain costs;
• hosting costs;
• software licenses;
• external advertising expenditure;
• third-party vendor costs; or
• other external expenses.

Nothing in this section limits any rights that cannot lawfully be excluded under applicable law.

Unless otherwise agreed in writing, intellectual property ownership will be determined according to the following principles.

13.1 Client-specific Deliverables

Subject to full payment of all amounts due for the applicable Project, ownership of custom-developed Deliverables specifically created for the Client will transfer to the Client to the extent agreed in the applicable Project documents.

13.2 Gexart Background Technology

Gexart retains ownership of all technology, tools, frameworks, libraries, methodologies, systems, templates, components, processes, know-how, reusable code, algorithms, techniques, development practices, and other intellectual property:

• * owned or developed by Gexart before the Project;
• developed independently of the Client;
• not uniquely created for the Client; or
• intended for reuse across projects.

Payment for a Project does not transfer ownership of Gexart's underlying technology unless expressly agreed in writing.

13.3 Third-Party Technology

Third-party software, APIs, libraries, frameworks, AI models, cloud services, open-source software, and other third-party materials remain subject to their respective licenses and terms.

The Client agrees to comply with applicable third-party licensing requirements.

13.4 Open Source

Projects may incorporate open-source software where appropriate.

Open-source components remain subject to their applicable licenses, and the Client acknowledges that ownership and licensing rights in those components are governed by those licenses.

13.5 Payment Requirement

Where ownership transfer is applicable, transfer will occur only after full payment of the applicable fees unless otherwise expressly agreed.

The Client retains ownership of materials, information, trademarks, data, content, credentials, documents, and other intellectual property supplied to Gexart.

The Client grants Gexart a limited right to use such materials solely to the extent reasonably necessary to provide the agreed Services.

The Client represents that it has the necessary rights, permissions, and authority to provide such materials to Gexart.

The Client will be responsible for claims arising from its unauthorized provision or use of third-party materials.

Gexart recognizes that Projects may involve confidential business, technical, commercial, financial, operational, or strategic information.

Where the parties enter into a separate Non-Disclosure Agreement ("NDA"), the NDA will govern confidentiality obligations to the extent of any conflict.

In the absence of a separate NDA, each party will use reasonable care to protect the other party's non-public confidential information and will not knowingly disclose such information except:

• * to personnel or contractors who require it for the applicable Project;
• where necessary to provide the Services;
• where required by law;
• to professional advisers subject to appropriate confidentiality obligations; or
• with the other party's consent.

Confidential information does not include information that:

• * is publicly available without breach;
• was lawfully known before disclosure;
• is independently developed without use of confidential information; or
• is lawfully obtained from a third party without confidentiality restrictions.

Depending on the nature of the Project, Gexart may process personal information or other data on behalf of or at the direction of a Client.

The parties agree to comply with applicable data-protection and privacy laws relevant to the applicable processing activities.

Where required, the parties may enter into a separate data-processing agreement or other data-protection documentation.

Gexart may use reasonable technical and organizational measures appropriate to the nature of the Services and data involved.

Clients remain responsible for ensuring that they have an appropriate legal basis, authorization, notice, consent, or other lawful basis where required for information supplied to Gexart.

Applicable Indian data-protection requirements may include the Digital Personal Data Protection Act, 2023 and related rules or notifications as and when applicable to the relevant processing activity.

Gexart may use third-party providers in delivering Services, including cloud computing, hosting, infrastructure, analytics, payment, communications, software, cybersecurity, and artificial intelligence providers.

Examples may include cloud infrastructure providers, AI model providers, API providers, hosting providers, payment processors, analytics platforms, and other technology vendors.

Third-party providers operate independently and may:

• * modify their services;
• change pricing;
• impose usage limits;
• experience outages;
• discontinue products;
• change APIs;
• change models;
• modify security controls;
• introduce new restrictions; or
• otherwise affect functionality.

Gexart will use reasonable efforts to manage third-party dependencies but does not guarantee continuous availability or unchanged functionality of third-party services.

Where a third-party service is essential to a Project, the Client may be required to maintain its own account, subscription, credentials, or payment relationship with that provider.

Gexart may use or integrate artificial intelligence, machine learning, generative AI, large language models, AI agents, automation systems, and other automated technologies.

AI-generated or AI-assisted outputs may contain inaccuracies, omissions, inconsistencies, bias, outdated information, or unexpected results.

Accordingly:

1. 1AI output should not automatically be treated as authoritative or error-free;
2. 2human review may be required before relying on AI-generated output;
3. 3the Client remains responsible for decisions made using AI-assisted systems unless expressly agreed otherwise;
4. 4AI performance may change as underlying models, data, APIs, policies, or infrastructure change;
5. 5third-party AI providers may modify or discontinue models or features;
6. 6Gexart does not guarantee that AI systems will produce identical outputs for identical or similar inputs;
7. 7AI-generated output may require additional validation for legal, financial, medical, safety, regulatory, or business-critical use;
8. 8Clients must not provide restricted, confidential, regulated, or sensitive information to third-party AI systems unless the applicable arrangement permits such processing; and
9. 9ownership and licensing of AI-generated output may depend on the applicable AI provider's terms and applicable law.

Where a Project requires specific AI governance, security, data-handling, model-selection, or compliance requirements, those requirements should be documented in the applicable Project Agreement.

Where Gexart uses third-party AI services in delivering a Project, the handling of Client data will depend on:

• * the Project requirements;
• the applicable third-party provider;
• contractual arrangements;
• security configuration;
• applicable data-protection laws; and
• the instructions provided by the Client.

Where reasonably practicable, Gexart may configure systems to limit unnecessary data exposure.

Clients should identify any information that must not be submitted to external AI systems before commencement of the relevant Project.

Gexart may implement security controls appropriate to the agreed Project scope.

However, no information system, software, network, API, cloud environment, or cybersecurity control can be guaranteed to be completely secure.

Security outcomes depend on multiple factors, including:

• * Client configuration;
• third-party infrastructure;
• credentials;
• endpoint security;
• user behavior;
• software vulnerabilities;
• external attacks;
• infrastructure providers;
• configuration changes; and
• newly discovered vulnerabilities.

Unless expressly included in the Project scope, Gexart does not provide continuous security monitoring, managed security operations, penetration testing, incident response, regulatory certification, or guaranteed protection against all cyber threats.

Where Gexart provides software, SaaS, APIs, applications, tools, or other Digital Products, the applicable license or subscription terms may apply in addition to these Terms.

Unless expressly stated otherwise, a Client receives only the rights expressly granted under the applicable agreement.

The Client must not:

• * unlawfully copy;
• resell;
• sublicense;
• reverse engineer;
• circumvent access controls;
• extract protected source code;
• interfere with security;
• abuse APIs;
• exceed applicable usage limits; or
• use the product for unlawful purposes.

Specific Digital Products may have additional product-specific terms.

Where Gexart provides API access, the Client must use the API in accordance with applicable documentation, usage limits, security requirements, and commercial terms.

Gexart may impose or modify reasonable rate limits, quotas, authentication requirements, or security restrictions.

API credentials must be kept confidential.

The Client is responsible for activity performed through its credentials unless unauthorized use resulted from Gexart's failure to apply reasonable security measures within its control.

Gexart will perform professional Services with reasonable care and skill consistent with the nature of the agreed engagement.

Except where expressly provided in writing and to the maximum extent permitted by law, Services, software, websites, APIs, Digital Products, AI systems, and other technology are provided without guarantees that they will:

• * be completely uninterrupted;
• be entirely error-free;
• satisfy every possible business requirement;
• remain compatible with every third-party system;
• achieve a particular commercial result;
• remain unchanged indefinitely; or
• be immune from vulnerabilities or third-party failures.

Nothing in these Terms excludes warranties, guarantees, rights, or remedies that cannot lawfully be excluded under applicable law.

Gexart does not guarantee specific:

• * revenue;
• profit;
• sales;
• leads;
• rankings;
• conversion rates;
• advertising performance;
• investment returns;
• cost savings;
• user growth;
• customer acquisition;
• AI performance;
• operational improvements; or
• other commercial outcomes

unless a specific outcome is expressly guaranteed in a written Agreement Document and is legally capable of being guaranteed.

Marketing, SEO, lead-generation, automation, AI, software, and consulting results may depend on factors outside Gexart's control.

Gexart may recommend, configure, integrate, or use third-party services.

Gexart is not responsible for the independent acts, omissions, outages, pricing changes, policy changes, security incidents, data practices, or technical failures of third-party providers, except to the extent directly caused by Gexart's own breach of an applicable contractual obligation.

Clients may be required to accept separate third-party terms.

To the maximum extent permitted by applicable law, Gexart will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of:

• * profits;
• revenue;
• business opportunities;
• anticipated savings;
• goodwill;
• reputation;
• data; or
• business interruption,

arising out of or relating to the Services.

Subject to applicable law, Gexart's aggregate liability arising out of or relating to a particular Service or Project will not exceed the professional/service fees actually paid to Gexart for that Service or Project during the twelve (12) months preceding the event giving rise to the claim.

For clarity, third-party infrastructure, cloud, hosting, advertising, API, software, AI, payment-processing, and other external costs are not included in calculating Gexart's service-fee liability cap unless expressly agreed otherwise.

Nothing in these Terms limits liability where such limitation is prohibited by applicable law.

Gexart will not be responsible for delay or failure caused by circumstances beyond its reasonable control.

Such circumstances may include:

• * natural disasters;
• fire;
• flood;
• epidemic or pandemic;
• war;
• terrorism;
• civil unrest;
• governmental action;
• regulatory changes;
• internet or telecommunications failures;
• widespread cloud outages;
• cyberattacks;
• infrastructure failures;
• power failures;
• labor disruptions;
• third-party service outages;
• supply-chain disruptions; or
• other events reasonably beyond Gexart's control.

The affected party will make reasonable efforts to mitigate the impact.

Either party may terminate an applicable Project or ongoing engagement by providing 30 days' written notice, unless the applicable Agreement Document specifies a different termination mechanism.

Either party may terminate for material breach if the breach is not cured within a reasonable period after written notice, where such cure is legally and practically possible.

Gexart may suspend or terminate Services immediately where reasonably necessary because of:

• * non-payment;
• unlawful activity;
• security threats;
• abuse of systems;
• unauthorized access;
• fraud;
• material violation of these Terms; or
• circumstances creating material legal, security, or operational risk.

Upon termination:

1. 1the Client remains responsible for fees and approved expenses incurred before termination;
2. 2outstanding invoices remain payable;
3. 3access to Services may be suspended or discontinued;
4. 4applicable licenses may terminate where provided under the relevant agreement;
5. 5Client-owned materials may be returned or made available where reasonably practicable;
6. 6provisions intended by their nature to survive termination will continue.

Where ownership of custom Deliverables is conditional upon full payment, unpaid Deliverables will not transfer until applicable amounts are fully paid.

Unless prohibited by a separate written agreement, NDA, confidentiality obligation, or Client instruction agreed by Gexart, Gexart may identify the Client and display publicly released work for:

• * portfolio purposes;
• website showcases;
• case studies;
• presentations;
• marketing;
• business development; and
• demonstrations.

This may include publicly available project descriptions, screenshots, logos, publicly released designs, and descriptions of the Services performed.

Gexart will not intentionally disclose confidential information subject to applicable confidentiality obligations.

Where a Client requires a project to remain confidential or anonymous, the Client should communicate that requirement before public disclosure.

Unless otherwise agreed in writing, during an active Project and for twelve (12) months following its completion or termination, each party agrees not to knowingly solicit for direct employment or engagement personnel of the other party who were materially involved in the Project.

This restriction does not prohibit:

• * general public recruitment campaigns;
• responses to unsolicited applications;
• individuals independently approaching a party;
• employment where the individual was not specifically targeted.

This clause applies only to the extent enforceable under applicable law.

Where Client approval is required, the Client agrees to provide reasonable feedback within the agreed timeframe.

If a Client fails to provide required feedback, approvals, materials, or decisions, Gexart may adjust the Project timeline accordingly.

Where a Deliverable is submitted for review and the Client confirms approval, materially uses the Deliverable in production, or fails to raise material objections within the agreed review period, the Deliverable may be treated as accepted to the extent permitted by the applicable Project Agreement.

Information published on gexart.com is provided for general informational purposes.

Although Gexart aims to keep information accurate and current, we do not guarantee that all website content will always be:

• * complete;
• current;
• error-free;
• uninterrupted; or
• suitable for every purpose.

Nothing on the website constitutes legal, financial, investment, medical, or other regulated professional advice unless expressly stated otherwise.

Our website may contain links to third-party websites, applications, services, or resources.

Such links are provided for convenience.

Gexart does not control third-party websites and is not responsible for their content, security, availability, privacy practices, terms, or activities.

Accessing third-party services is at the user's own risk and may be subject to separate terms.

If you submit information through our website, including through contact forms, enquiries, applications, uploads, or other mechanisms, you represent that:

• * the information is accurate to the best of your knowledge;
• you have authority to provide it;
• it does not knowingly violate another party's rights; and
• its submission does not violate applicable law.

You grant Gexart permission to use submitted information to the extent reasonably necessary to respond to enquiries, provide Services, evaluate requirements, or otherwise perform the requested business activity.

Personal information is handled in accordance with our applicable Privacy Policy.

Our Privacy Policy explains how Gexart may collect, use, store, disclose, and otherwise process personal information.

The Privacy Policy should be read together with these Terms.

Where a separate data-processing agreement, enterprise privacy agreement, or contractual data-security document applies, that document may contain additional requirements for the applicable Project.

Each party agrees to comply with laws and regulations applicable to its activities under the relevant engagement.

This may include applicable laws relating to:

• * technology;
• cybersecurity;
• intellectual property;
• taxation;
• consumer protection;
• electronic commerce;
• privacy and data protection;
• advertising;
• payments;
• export controls;
• sanctions;
• anti-fraud requirements; and
• other applicable regulatory obligations.

Where Services involve international Clients, additional local laws may apply to the Client's activities.

Where cryptocurrency is accepted, acceptance will be subject to Gexart's payment instructions and applicable Indian law.

Gexart may refuse or restrict cryptocurrency payments where required for legal, regulatory, compliance, accounting, security, or operational reasons.

The Client is responsible for ensuring that its payment method and source of funds are lawful.

Unless expressly agreed otherwise, cryptocurrency payments may be valued according to the conversion method or payment processor specified by Gexart at the time of payment.

The Client is responsible for applicable taxes, duties, levies, withholding requirements, and similar charges associated with its purchase or use of Services, except taxes imposed directly on Gexart's income.

Where GST or another applicable indirect tax is legally chargeable, Gexart may include such tax in the applicable invoice.

International Clients may be responsible for taxes imposed in their own jurisdiction.

By communicating with Gexart electronically, you consent to receiving communications electronically where legally permitted.

Electronic communications may include:

• * proposals;
• quotations;
• invoices;
• notices;
• project updates;
• approvals;
• service communications;
• contractual documents; and
• other business correspondence.

Electronic records may be used as evidence of communications and approvals to the extent permitted by applicable law.

A Client may accept these Terms or an applicable Agreement Document electronically, including by:

• * clicking an acceptance button;
• signing electronically;
• replying by email;
• approving through a digital platform;
• making payment after receiving the applicable terms; or
• otherwise demonstrating clear acceptance.

Electronic acceptance may constitute a legally binding acceptance to the extent permitted by applicable law.

The Client may not transfer or assign its rights or obligations under a Project Agreement without Gexart's prior written consent, except where such transfer is required by applicable law.

Gexart may assign or transfer an agreement as part of a restructuring, business transfer, merger, acquisition, or transfer of substantially all relevant business assets, subject to applicable law.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

The invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable where legally permissible.

Failure by Gexart to enforce a provision of these Terms does not constitute a waiver of its right to enforce that provision later.

A waiver must be expressly made in writing to be effective.

These Terms, together with applicable proposals, statements of work, quotations, invoices, licenses, NDAs, data-processing agreements, and other written contractual documents, constitute the agreement between the parties concerning the relevant Services.

They supersede prior discussions concerning the same subject matter to the extent legally applicable.

Gexart may update these Terms from time to time.

The updated version will be posted on the website with a revised "Last Updated" date.

Material changes may be communicated through reasonable means where required.

Continued use of the website or Services after an updated version becomes effective may constitute acceptance of the revised Terms to the extent permitted by law.

Project-specific contractual terms will not be changed retroactively solely by updating the website Terms unless the applicable agreement expressly permits such modification.

The parties will first attempt to resolve any dispute, controversy, or claim arising from or relating to these Terms or an applicable Project through good-faith negotiation.

If the dispute cannot be resolved through negotiation within a reasonable period, the parties may proceed to mediation.

If mediation does not resolve the dispute, the matter may be referred to arbitration in India in accordance with applicable Indian arbitration law.

The arbitration will be conducted in India, with the seat and venue of arbitration being Kolkata, West Bengal, unless the parties agree otherwise in writing.

The arbitration will be conducted by a mutually agreed arbitrator or arbitrators in accordance with applicable law.

The language of the arbitration will generally be English unless the parties agree otherwise.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where such relief is legally available.

These Terms and applicable contractual relationships with Gexart will be governed by the laws of India, subject to mandatory provisions of applicable law.

Subject to the dispute-resolution provisions above, courts having appropriate jurisdiction in Kolkata, West Bengal, India will have jurisdiction over matters for which court proceedings are legally permitted.

Where mandatory consumer-protection or other statutory jurisdiction applies, nothing in these Terms is intended to unlawfully restrict those rights.

Where a Client qualifies as a consumer under applicable law, nothing in these Terms is intended to unlawfully exclude or restrict mandatory statutory consumer rights.

Certain provisions of these Terms may apply differently depending on whether the Client is purchasing Services for personal/consumer purposes or commercial/business purposes.

Where applicable, Gexart will comply with mandatory consumer-protection and e-commerce requirements applicable to its activities.

Use of Gexart's Services does not create an employment relationship, partnership, joint venture, agency, or fiduciary relationship between Gexart and the Client unless expressly agreed in writing.

Gexart remains an independent service provider.

Gexart may use employees, contractors, consultants, specialists, cloud providers, technology vendors, and other service providers to perform portions of its Services.

Gexart remains responsible for managing its contractual service relationships to the extent required under the applicable Project Agreement.

Third-party providers may have their own contractual terms and obligations.

Clients are responsible for maintaining the confidentiality of credentials, API keys, passwords, access tokens, administrator accounts, and other authentication information under their control.

Clients should notify Gexart promptly if they believe credentials have been compromised.

Gexart may suspend credentials or access where reasonably necessary to protect systems, Clients, or third parties.

Clients must not use Gexart's Services to develop, deploy, facilitate, or distribute technology for unlawful purposes.

This includes, without limitation:

• * fraud;
• unauthorized access;
• malware;
• credential theft;
• unlawful surveillance;
• cyberattacks;
• infringement of intellectual property;
• financial crime;
• exploitation of systems;
• distribution of unlawful content; or
• activities prohibited by applicable law.

Gexart may refuse, suspend, or terminate Projects presenting material legal, security, ethical, or operational risk.

International Clients are responsible for complying with laws applicable to their jurisdiction, including applicable import, export, sanctions, technology-transfer, data-protection, taxation, and regulatory requirements.

Gexart may refuse transactions or services where necessary to comply with applicable law or legitimate compliance requirements.

The following provisions, to the extent applicable, survive termination:

• * payment obligations;
• intellectual property;
• confidentiality;
• data protection obligations;
• limitations of liability;
• dispute resolution;
• governing law;
• indemnity obligations where applicable;
• ownership rights; and
• any provisions intended by their nature to survive termination.

For questions regarding these Terms, Services, Projects, or contractual matters, contact:

Gexart Technologies Lavanya Appartments, Reckjoani, Rajarhat Kolkata, West Bengal 700135 / 700042, India

GSTIN: 19AQNPC2378J1ZG Email: info@gexart.com Website: gexart.com

By accessing gexart.com, contacting Gexart, purchasing or using a Service, entering into a Project, accepting a proposal, signing a statement of work, or otherwise engaging with Gexart Technologies, you acknowledge that you have had the opportunity to review these Terms and agree to be bound by the provisions applicable to your use of the website or Services.

If you do not agree with these Terms, please discontinue use of the website and Services.