Terms and Conditions

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

• ↳"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or beneficial interest in such entity.
• ↳"Authorized User" means an individual who is authorized by Customer to access and use the Services under Customer's account, including employees, contractors, agents, or consultants of Customer.
• ↳"Confidential Information" means all non-public information disclosed by one party to the other 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, including but not limited to business plans, technical data, customer lists, financial information, and product roadmaps.
• ↳"Customer" or "You" means the individual or legal entity that has registered for and subscribed to the Services.
• ↳"Customer Data" means all data, content, and information submitted, uploaded, transmitted, or otherwise made available by Customer or Authorized Users through the Services, including but not limited to invoices, documents for signature, contact information, transaction details, and business records.
• ↳"DPDP Act" means the Digital Personal Data Protection Act, 2023, including any amendments, rules, and regulations promulgated thereunder.
• ↳"Enterprise Plan" means the subscription tier designated as "Enterprise" or substantially similar designation, characterized by enhanced features, dedicated support, and contractual commitments excluding certain data sharing provisions.
• ↳"Fees" means the subscription charges, usage-based fees, and any other amounts payable by Customer for access to and use the Services as specified in the applicable subscription plan.
• ↳"Personal Data" means data about an individual who is identifiable by or in relation to such data, as defined under the DPDP Act and other applicable data protection laws.
• ↳"Services" means the cloud-based software-as-a-service platform provided by Evolvv, including but not limited to invoicing functionality, electronic signature facilitation, workflow automation tools, and any related features, updates, and documentation.
• ↳"Subscription Term" means the period during which Customer has an active, paid subscription to the Services, including any renewal periods.
• ↳"Usage Data" means technical, behavioral, and operational data generated through use of the Services as further defined in Section 9.1.

1.2 Interpretation

• ↳1.2.1 References to "include," "includes," or "including" shall be deemed to be followed by the words "without limitation."
• ↳1.2.2 Words in the singular include the plural and vice versa; references to one gender include all genders.
• ↳1.2.3 Section headings are for convenience only and shall not affect the interpretation of these Terms.
• ↳1.2.4 References to "writing" or "written" include email and electronic communications.
• ↳1.2.5 References to any statute or statutory provision include any modification, amendment, re-enactment, or extension thereof.

2.1 Binding Agreement

• ↳2.1.1 These Terms and Conditions constitute a legally binding agreement between Customer and Evolvv Software LLP, a limited liability partnership duly organized under the laws of India.
• ↳2.1.2 By clicking "I Accept," "I Agree," "Sign Up," or similar affirmative action, or by accessing or using the Services, Customer expressly agrees to be bound by these Terms in their entirety.
• ↳2.1.3 Clickwrap acceptance through the electronic interface constitutes valid execution and delivery of these Terms with the same legal effect as a manually executed written agreement.

2.2 Electronic Signature Validity

• ↳2.2.1 Customer acknowledges and agrees that electronic acceptance of these Terms through the platform interface constitutes a valid electronic signature under the Information Technology Act, 2000, and shall have the same legal validity and enforceability as a handwritten signature.
• ↳2.2.2 Customer waives any right to challenge the validity or enforceability of these Terms on the basis that acceptance was provided electronically.

2.3 Authority to Bind

2.3.1 By accepting these Terms, Customer represents and warrants that:

• ↳(a) If accepting on behalf of an organization, Customer has full legal authority to bind such organization to these Terms;
• ↳(b) Customer is duly authorized to execute and deliver these Terms and to perform Customer's obligations hereunder;
• ↳(c) These Terms constitute a legal, valid, and binding obligation of Customer, enforceable in accordance with their terms.

2.4 Acceptance of Updates

• ↳2.4.1 Evolvv reserves the right to modify, amend, or update these Terms at any time by posting revised Terms on the platform or by providing notice to Customer via email or in-platform notification.
• ↳2.4.2 Continued use of the Services following notice of any changes shall constitute Customer's acceptance of such changes.
• ↳2.4.3 If Customer does not agree to modified Terms, Customer's sole remedy is to discontinue use of the Services and terminate the subscription in accordance with Section 17.

3.1 Legal Competence

3.1.1 Customer represents and warrants that Customer is:

• ↳(a) At least eighteen (18) years of age or the age of majority in Customer's jurisdiction, whichever is greater;
• ↳(b) Legally competent to enter into binding contracts under applicable law;
• ↳(c) Not subject to any legal disability or incapacity that would prevent Customer from entering into or performing obligations under these Terms.

3.2 Organizational Authority

3.2.1 If Customer is registering on behalf of a business entity, Customer represents and warrants that:

• ↳(a) Customer is duly authorized by such entity to bind it to these Terms;
• ↳(b) Customer has obtained all necessary corporate approvals and authorizations;
• ↳(c) The execution and performance of these Terms will not violate any agreement, charter, bylaw, or other obligation of the entity.

3.3 Accuracy of Information

• ↳3.3.1 Customer represents and warrants that all information provided during registration and throughout use of the Services, including but not limited to contact details, billing information, business information, and tax identification numbers, is accurate, current, and complete.
• ↳3.3.2 Customer agrees to promptly update such information to maintain its accuracy and completeness.
• ↳3.3.3 Evolvv reserves the right to suspend or terminate accounts providing false, inaccurate, or misleading information.

3.4 Compliance with Laws

3.4.1 Customer represents, warrants, and covenants that:

• ↳(a) Customer's use of the Services will comply with all applicable laws, regulations, and industry standards in Customer's jurisdiction;
• ↳(b) Customer will not use the Services for any unlawful, fraudulent, or unauthorized purpose;
• ↳(c) Customer will obtain all necessary licenses, permits, consents, and approvals required for Customer's use of the Services;
• ↳(d) Customer is not subject to any sanctions, export controls, or trade restrictions that would prohibit use of the Services.

4.1 Account Registration

• ↳4.1.1 To access the Services, Customer must create an account by providing required registration information including but not limited to name, email address, organization details, and payment information.
• ↳4.1.2 Customer may be required to verify email address and other contact information before full account activation.

4.2 Credential Security

4.2.1 Customer is solely responsible for:

• ↳(a) Maintaining the confidentiality and security of account credentials, including usernames, passwords, API keys, and authentication tokens;
• ↳(b) All activities that occur under Customer's account, whether authorized or unauthorized;
• ↳(c) Immediately notifying Evolvv of any unauthorized access, use, or suspected security breach.

4.2.2 Customer agrees to:

• ↳(a) Use strong, unique passwords and change them periodically;
• ↳(b) Not share credentials with any unauthorized third party;
• ↳(c) Implement appropriate security measures to prevent credential compromise;
• ↳(d) Comply with any security policies or requirements communicated by Evolvv.

4.3 Limitation of Liability for Credential Compromise

4.3.1 Evolvv shall not be liable for any loss, damage, liability, or expense arising from unauthorized access to or use of Customer's account resulting from:

• ↳(a) Failure to maintain credential security;
• ↳(b) Sharing of credentials with third parties;
• ↳(c) Phishing, social engineering, or other attacks targeting Customer;
• ↳(d) Compromise of Customer's devices, networks, or infrastructure.

• ↳4.3.2 Customer acknowledges that Evolvv has no obligation to verify the actual identity or authority of any person accessing the Services using Customer's credentials.

4.4 Security Requirements and Multi-Factor Authentication

4.4.1 Evolvv reserves the right to:

• ↳(a) Require multi-factor authentication (MFA) for account access;
• ↳(b) Enforce password complexity, rotation, and expiration policies;
• ↳(c) Require periodic re-authentication or credential updates;
• ↳(d) Implement session timeout policies;
• ↳(e) Restrict access from certain IP addresses, geographic locations, or device types.

• ↳4.4.2 Failure to comply with security requirements may result in account suspension or restricted functionality.

4.5 Account Suspension for Security Reasons

4.5.1 Evolvv may, without prior notice, disable, suspend, or terminate any account that:

• ↳(a) Shows evidence of unauthorized access or compromise;
• ↳(b) Is suspected of being used for fraudulent or malicious activity;
• ↳(c) Poses a security risk to Evolvv, the Services, or other customers;
• ↳(d) Fails to comply with security requirements after notice.

• ↳4.5.2 Evolvv shall make reasonable efforts to notify Customer of such suspension and provide an opportunity to remedy the security issue, except where immediate action is necessary to prevent harm.

5.1 Subscription Plans and Feature Availability

• ↳5.1.1 The Services are offered through various subscription plans, each providing different features, usage limits, storage capacity, and support levels as described on the Evolvv website or communicated to Customer.
• ↳5.1.2 Access to specific features and functionality is determined by Customer's selected subscription plan.
• ↳5.1.3 Evolvv reserves the right to: (a) Modify, add, or remove subscription plan tiers; (b) Adjust features included in each plan; (c) Introduce new plans with different pricing and feature sets.

5.2 Fees and Payment

• ↳5.2.1 Customer agrees to pay all Fees associated with the selected subscription plan in accordance with the billing frequency (monthly, annual, or as otherwise specified).
• ↳5.2.2 All Fees are: (a) Stated and payable in Indian Rupees (INR) or such other currency as may be specified; (b) Non-refundable except as expressly stated in Section 5.7; (c) Exclusive of all applicable taxes, duties, and governmental charges.
• ↳5.2.3 Payment shall be made via the payment methods accepted by Evolvv, which may include credit card, debit card, net banking, UPI, or other electronic payment methods.

5.3 Automatic Renewal and Billing

• ↳5.3.1 Subscriptions automatically renew at the end of each Subscription Term unless Customer cancels prior to the renewal date.
• ↳5.3.2 Customer authorizes Evolvv to charge the payment method on file for renewal Fees.
• ↳5.3.3 Evolvv will provide notice of upcoming renewal and the applicable Fees at least seven (7) days prior to the renewal date.

5.4 Price Changes

• ↳5.4.1 Evolvv reserves the right to modify pricing for subscription plans at any time.
• ↳5.4.2 Price changes shall apply prospectively: (a) For new subscriptions, immediately upon posting of new pricing; (b) For existing subscriptions, upon the next renewal following at least thirty (30) days' notice to Customer.
• ↳5.4.3 If Customer does not agree to a price increase, Customer may cancel the subscription prior to the renewal date to avoid the new pricing.

5.5 Taxes

• ↳5.5.1 All Fees are exclusive of taxes. Customer is responsible for all applicable taxes, including but not limited to: (a) Goods and Services Tax (GST); (b) Value Added Tax (VAT); (c) Sales tax, use tax, excise tax; (d) Withholding tax; (e) Any other indirect taxes, duties, or governmental charges.
• ↳5.5.2 If Evolvv is required by law to collect or remit taxes on Customer's behalf, such taxes shall be added to the invoice and Customer agrees to pay such amounts.
• ↳5.5.3 Customer shall provide Evolvv with valid tax registration information, including GSTIN or other tax identification numbers, and shall be responsible for the accuracy of such information.

5.6 Non-Payment and Suspension

• ↳5.6.1 Failure to pay Fees when due shall be deemed a material breach of these Terms.
• ↳5.6.2 If payment fails or is not received within five (5) days of the due date: (a) Evolvv may suspend access to the Services; (b) Customer's account may be downgraded to a limited or read-only mode; (c) Evolvv may charge late payment fees or interest as permitted by law.
• ↳5.6.3 If payment is not received within thirty (30) days of the due date, Evolvv may terminate Customer's account and delete Customer Data in accordance with Section 17.

5.7 Refund Policy

• ↳5.7.1 Unless otherwise expressly stated in writing: (a) All Fees are non-refundable; (b) No refunds shall be provided for partial Subscription Terms, unused features, or early termination; (c) Downgrading to a lower-tier plan does not entitle Customer to a refund of Fees already paid.
• ↳5.7.2 Evolvv may, in its sole discretion, provide refunds on a case-by-case basis.

5.8 Currency and Invoicing

• ↳5.8.1 All invoices shall be provided electronically via email or through the platform interface.
• ↳5.8.2 Customer is responsible for maintaining accurate billing information and ensuring invoices are received.
• ↳5.8.3 Disputes regarding invoices must be raised within fifteen (15) days of the invoice date; otherwise, invoices shall be deemed accepted.

6.1 Limited License

• ↳6.1.1 Subject to Customer's compliance with these Terms and payment of applicable Fees, Evolvv grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

6.2 Restrictions on License

6.2.1 The license granted in Section 6.1 is subject to the following restrictions:

• ↳(a) Internal Use Only: Customer may use the Services only for Customer's own internal business operations and not for the benefit of any third party (except as expressly permitted in providing services to Customer's own clients in the ordinary course of business);
• ↳(b) No Transfer: Customer may not sell, resell, rent, lease, lend, distribute, or otherwise transfer access to the Services to any third party;
• ↳(c) No Sublicensing: Customer may not sublicense, assign, or grant any rights in the Services to any third party;
• ↳(d) Authorized Users Only: Access to the Services is limited to Authorized Users within the usage limits of Customer's subscription plan.

6.3 No Implied Rights

• ↳6.3.1 Except for the limited license expressly granted in Section 6.1, no other rights or licenses are granted to Customer, whether by implication, estoppel, or otherwise.
• ↳6.3.2 All rights not expressly granted to Customer are reserved by Evolvv.

6.4 Revocation

6.4.1 Evolvv may revoke the license granted hereunder immediately upon:

• ↳(a) Termination or expiration of these Terms;
• ↳(b) Customer's breach of these Terms;
• ↳(c) Non-payment of Fees;
• ↳(d) As otherwise permitted under these Terms.

7.1.1 Reverse Engineering

• ↳(a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or structure of the Services;
• ↳(b) Attempt to discover or recreate any trade secrets, proprietary methods, or technical implementations underlying the Services.

7.1.2 Competitive Analysis

• ↳(a) Access or use the Services for purposes of monitoring availability, performance, functionality, or competitive analysis;
• ↳(b) Develop, distribute, or offer any product or service competitive with the Services based on information obtained through access to the Services;
• ↳(c) Perform any benchmarking or comparative analysis of the Services for commercial purposes without Evolvv's prior written consent.

7.1.3 White-Labeling and Redistribution

• ↳(a) Remove, obscure, or alter any proprietary notices, branding, or attribution displayed in or on the Services;
• ↳(b) White-label, rebrand, or present the Services as Customer's own product or service;
• ↳(c) Create derivative works based on the Services.

7.1.4 Data Scraping and Extraction

• ↳(a) Use any automated means, including bots, scrapers, crawlers, or similar data gathering tools, to access or extract data from the Services;
• ↳(b) Use the Services to build a database or data repository for purposes unrelated to Customer's internal business use;
• ↳(c) Systematically retrieve data for aggregation or redistribution.

7.1.5 Load Testing and Infrastructure Abuse

• ↳(a) Perform load testing, stress testing, or penetration testing without Evolvv's prior written consent;
• ↳(b) Intentionally introduce viruses, malware, or malicious code to the Services;
• ↳(c) Attempt to gain unauthorized access to the Services, related systems, networks, or infrastructure;
• ↳(d) Interfere with or disrupt the integrity or performance of the Services.

7.1.6 Circumventing Usage Limits

• ↳(a) Circumvent, disable, or interfere with any access controls, usage limits, or security features of the Services;
• ↳(b) Create multiple accounts to exceed usage limits applicable to a single subscription plan;
• ↳(c) Share account credentials to allow unauthorized users to access the Services;
• ↳(d) Use technical measures to bypass metering or tracking mechanisms.

7.1.7 Unlawful or Harmful Use

• ↳(a) Use the Services in any manner that violates applicable laws, regulations, or third-party rights;
• ↳(b) Upload, transmit, or distribute any content that is unlawful, defamatory, obscene, fraudulent, or infringes intellectual property rights;
• ↳(c) Use the Services to send unsolicited commercial communications (spam);
• ↳(d) Use the Services to facilitate money laundering, terrorist financing, or other illegal financial activities.

7.2 Enforcement and Remedies

• ↳7.2.1 Any violation of the restrictions set forth in this Section 7 shall constitute a material breach of these Terms.
• ↳7.2.2 Upon discovery of any prohibited activity, Evolvv may: (a) Immediately suspend or terminate Customer's access to the Services; (b) Investigate the extent of the violation; (c) Report suspected illegal activities to law enforcement authorities; (d) Pursue any available legal remedies, including injunctive relief and damages.
• ↳7.2.3 Customer shall be liable for all damages, costs, and expenses (including reasonable attorneys' fees) incurred by Evolvv as a result of Customer's violation of these restrictions.

8.1 Customer Ownership

• ↳8.1.1 As between Evolvv and Customer, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein.
• ↳8.1.2 Evolvv does not claim ownership of Customer Data and shall not use Customer Data except as expressly authorized under these Terms.

8.2 Customer Warranties Regarding Customer Data

8.2.1 Customer represents, warrants, and covenants that:

• ↳(a) Customer owns or has obtained all necessary rights, licenses, consents, and permissions to submit Customer Data to the Services;
• ↳(b) Customer Data does not and will not infringe, misappropriate, or violate any intellectual property rights, privacy rights, or other rights of any third party;
• ↳(c) Customer Data does not and will not contain any unlawful, defamatory, obscene, or otherwise objectionable content;
• ↳(d) Customer has obtained all necessary consents from individuals whose Personal Data is included in Customer Data, as required under applicable data protection laws.

8.3 License Grant to Evolvv

8.3.1 Customer grants Evolvv a limited, non-exclusive, worldwide, royalty-free license to:

• ↳(a) Host and Store: Host, store, and maintain Customer Data on Evolvv's servers and infrastructure;
• ↳(b) Process: Process Customer Data as necessary to provide, maintain, and improve the Services;
• ↳(c) Cache: Create temporary copies and cache Customer Data for performance optimization;
• ↳(d) Transmit: Transmit Customer Data to and from Customer and Authorized Users via the internet and other communication networks;
• ↳(e) Backup: Create backup copies of Customer Data for disaster recovery and business continuity purposes;
• ↳(f) Security Scanning: Scan Customer Data for malware, viruses, and security threats.

• ↳8.3.2 This license is granted solely to enable Evolvv to provide the Services and shall not permit Evolvv to use Customer Data for any other purpose except as expressly authorized in these Terms.

8.4 Survival of License for Aggregated Data

8.4.1 Notwithstanding termination or expiration of these Terms, the license granted in Section 8.3 shall survive with respect to aggregated and anonymized derivatives of Customer Data that:

• ↳(a) Have been processed in accordance with Section 9;
• ↳(b) Do not identify Customer or any individual;
• ↳(c) Cannot be reverse-engineered or de-anonymized to reveal Customer Data.

• ↳8.4.2 Evolvv may retain and use such aggregated, anonymized data in perpetuity in accordance with Section 9.

8.5 Customer Responsibility for Data Accuracy and Legality

• ↳8.5.1 Customer is solely responsible for: (a) The accuracy, quality, integrity, and legality of Customer Data; (b) The means by which Customer acquired Customer Data; (c) Ensuring Customer Data complies with all applicable laws and regulations.
• ↳8.5.2 Evolvv has no obligation to monitor, review, or verify the accuracy or legality of Customer Data.

9.1 Definitions and Scope

9.1.1 Usage Data Defined

For purposes of this Section, "Usage Data" means technical, behavioral, and operational data generated through Customer's use of the Services, including but not limited to:

• ↳(a) Session frequency, duration, and timing patterns (e.g., number of logins per day, average session length, peak usage hours);
• ↳(b) Feature activation and utilization metrics (e.g., which modules are accessed, frequency of specific feature use);
• ↳(c) Geographic or time-zone based access patterns (e.g., city or region-level usage, but not precise locations);
• ↳(d) Workflow completion rates and process flows (e.g., percentage of invoices sent versus saved as drafts);
• ↳(e) System performance metrics and error rates (e.g., page load times, API response times, error frequency);
• ↳(f) Integration usage patterns (e.g., which third-party integrations are enabled);
• ↳(g) Device and browser information (e.g., browser type, operating system, device category);
• ↳(h) Click-stream and navigation patterns (e.g., page sequences, navigation paths through the application).

9.1.2 Exclusions from Usage Data

Usage Data expressly excludes and shall never include:

• ↳(a) Personal Data as defined under the Digital Personal Data Protection Act, 2023, or any data that identifies or can be used to identify a specific individual;
• ↳(b) Customer Data including but not limited to:
  • Document contents, body text, or subject lines
  • Invoice line items, product descriptions, or transaction narratives
  • Transaction values, invoice amounts, payment amounts, or financial figures
  • Customer names, client names, vendor names, or counterparty identities
  • Email addresses, phone numbers, or contact details
  • Signatures, signature certificates, or signatory identities
  • Actual text, content, or substantive information from documents processed through the Services
• ↳(c) Confidential Information as defined in Section 12, including proprietary business strategies, pricing models, or competitive information;
• ↳(d) Directly Identifying Information including account names, organization names, email addresses, or any information that directly identifies Customer or its clients;
• ↳(e) Exact Volumetric Data including specific counts (e.g., "Customer X sent 47 invoices") or precise revenue figures;
• ↳(f) Proprietary Workflows including unique, custom workflow configurations, automation rules, or business processes specific to Customer that could reveal competitive advantages.

Note: While Usage Data excludes the actual content and text of Customer documents, Evolvv may analyze anonymized structural patterns, formatting patterns, and document metadata (e.g., "documents with 10-20 line items are more likely to be sent on Tuesdays") for AI/ML training purposes, provided such analysis does not reveal the actual content or specific details of any Customer's documents.

9.2 Grant of Rights to Process Usage Data (Non-Enterprise Plans)

9.2.1 License Grant

Subject to Customer's subscription plan and the exclusions set forth in Section 9.3 (Enterprise Exclusion), Customer hereby grants Evolvv a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to:

• ↳(a) Collect and Aggregate: Collect, aggregate, and combine Usage Data from Customer with Usage Data from other customers;
• ↳(b) Analyze and Process: Process, analyze, and perform statistical analysis on aggregated Usage Data;
• ↳(c) Create Derivative Analytics: Generate derivative analytics, insights, benchmarks, trend reports, and market intelligence from aggregated Usage Data;
• ↳(d) Anonymize and De-identify: Transform Usage Data through aggregation, anonymization, and de-identification techniques such that it cannot reasonably be re-identified or attributed to Customer or any individual;
• ↳(e) Commercial Exploitation: Use, license, distribute, and commercially exploit such aggregated and anonymized analytics for any lawful business purpose, including but not limited to:
  • Internal product development, improvement, and optimization
  • Business strategy, planning, and decision-making
  • Marketing materials, case studies, and promotional content (in aggregate form only)
  • Strategic partnerships, data licensing agreements, and ecosystem development
  • Revenue generation through sale or licensing of aggregated market insights
  • Third-party reporting and benchmarking services

9.2.2 Types of Aggregated Insights

Aggregated insights generated from Usage Data may include, but are not limited to:

• ↳(a) Relative Usage Intensity: Metrics indicating strength or intensity of platform usage across geographic regions, industry sectors, or time periods (e.g., "Invoicing activity in the financial services sector increased 23% quarter-over-quarter");
• ↳(b) Feature Adoption Trends: Aggregated data showing adoption rates and usage patterns for specific features (e.g., "E-signature usage grew 40% among professional services firms in Q4");
• ↳(c) Workflow Patterns: High-level insights into common workflow patterns, process sequences, and user behaviors (e.g., "80% of users send invoices within 24 hours of creation");
• ↳(d) Time-Based Indicators: Temporal patterns such as peak usage hours, day-of-week trends, or seasonal fluctuations (e.g., "Platform activity peaks on Tuesday mornings and declines on weekends");
• ↳(e) Location-Based Indicators: Geographic trends at a macro level such as city, state, or regional usage patterns (e.g., "Usage in metropolitan areas is 3x higher than in rural regions");
• ↳(f) Comparative Benchmarks: Industry benchmarks and comparative metrics (e.g., "Average invoice turnaround time across the platform is 5.2 days").

9.2.3 Permitted Recipients of Aggregated Analytics

Evolvv may share aggregated, anonymized analytics with:

• ↳(a) Business Partners: Strategic partners, technology partners, and integration partners to facilitate joint product development or go-to-market strategies;
• ↳(b) Workspace Providers: Coworking spaces, business centers, incubators, accelerators, and shared workspace operators to provide insights into member productivity and space utilization trends;
• ↳(c) Ecosystem Partners: Payment processors, accounting software providers, CRM platforms, and other ecosystem participants to improve interoperability and user experience;
• ↳(d) Market Research Partners: Third-party research firms, analysts, and consultancies for preparation of industry reports, market studies, and trend analysis;
• ↳(e) Strategic Partners: Potential investors, acquirers, or strategic partners during due diligence processes (subject to appropriate confidentiality obligations);
• ↳(f) Public Reporting: Aggregated statistics may be disclosed in public materials such as press releases, blog posts, annual reports, or presentations, provided such disclosures do not identify Customer.

9.2.4 Purpose Limitation for Shared Analytics

Aggregated analytics shared with third parties shall be used solely for the following purposes:

• ↳(a) Understanding workspace productivity trends and utilization patterns;
• ↳(b) Improving integrations, services, and product interoperability;
• ↳(c) Market-level insights, industry benchmarking, and trend reporting;
• ↳(d) Strategic planning and business development;
• ↳(e) Academic research and public policy analysis (in anonymized form).

9.3 Enterprise Plan Exclusion

9.3.1 No Commercial Analytics Sharing

For Customers subscribed to an Enterprise Plan:

• ↳(a) Evolvv shall not share aggregated or anonymized usage analytics derived from Enterprise Customer's Usage Data with third parties for commercial purposes, partnership purposes, marketing purposes, or external benchmarking;
• ↳(b) No Enterprise Customer data, whether direct or derived, shall be included in analytics shared with workspace providers, business partners, ecosystem partners, or market research partners;
• ↳(c) Enterprise Customer Usage Data shall be excluded from aggregated datasets used for commercial exploitation or third-party licensing.

9.3.2 Permitted Uses of Enterprise Usage Data

Usage Data collected from Enterprise Plan Customers may be used solely for:

• ↳(a) Service Delivery: Providing, operating, and delivering the Services to Enterprise Customer;
• ↳(b) Security and Fraud Prevention: Detecting, preventing, and responding to security threats, fraudulent activity, or policy violations;
• ↳(c) Technical Support: Diagnosing technical issues, troubleshooting problems, and providing customer support;
• ↳(d) Internal Product Improvement: Improving the Services, developing new features, fixing bugs, and optimizing performance, provided such improvements are used internally by Evolvv and not shared externally;
• ↳(e) Compliance: Complying with legal obligations, court orders, or regulatory requirements.

9.3.3 Opt-In for Enterprise Analytics Sharing

• ↳(a) Enterprise Customers may, at their sole discretion, opt-in to aggregated analytics sharing by executing a written amendment to these Terms expressly authorizing such use;
• ↳(b) Any such opt-in must:
  • Be documented in a signed addendum or amendment;
  • Specify the scope of data sharing authorized;
  • Specify the categories of recipients;
  • Be revocable by Enterprise Customer upon thirty (30) days' written notice;
• ↳(c) Absent such written authorization, the default exclusion under Section 9.3.1 shall apply.

9.4 Anonymization and Irreversibility Standards

9.4.1 Anonymization Techniques

Evolvv shall apply industry-standard anonymization techniques to Usage Data, including but not limited to:

• ↳(a) Aggregation: Combining data from multiple customers such that individual contributions cannot be distinguished (minimum thresholds applied);
• ↳(b) Statistical Noise: Adding random variation to prevent precise back-calculation;
• ↳(c) Generalization: Replacing specific values with ranges or categories (e.g., replacing exact invoice counts with ranges like "10-50");
• ↳(d) Data Suppression: Removing or suppressing data points that could enable re-identification;
• ↳(e) K-Anonymity: Ensuring that any individual record is indistinguishable from at least k-1 other records;
• ↳(f) Differential Privacy: Applying mathematical techniques to ensure individual records cannot be isolated or identified.

9.4.2 Irreversibility Warranty

• ↳(a) Evolvv warrants that once Usage Data has been aggregated and anonymized in accordance with Section 9.4.1, it cannot be reverse-engineered, de-anonymized, or re-identified to reveal:
  • Customer's identity or account information
  • Individual transaction details or Customer Data
  • Specific users, Authorized Users, or individuals
• ↳(b) Evolvv shall implement technical and organizational measures to prevent re-identification, including:
  • Separation of anonymized datasets from identifiable source data
  • Access controls restricting access to raw Usage Data
  • Audit logging of data processing activities
• ↳(c) Evolvv shall not attempt to re-identify anonymized data or link it back to Customer.

9.5 Customer Acknowledgments and Consents

• ↳9.5.1 Acknowledgment of Non-Personal Data Status

  Customer acknowledges and agrees that aggregated and anonymized Usage Data processed in accordance with this Section 9:

  • (a) Does not constitute Personal Data under the DPDP Act or other applicable data protection laws;
  • (b) Does not constitute Customer Data or Confidential Information;
  • (c) Is not subject to deletion or access requests under data protection laws (once irreversibly anonymized);
  • (d) May be retained and used by Evolvv indefinitely, even after termination of these Terms.
• ↳9.5.2 Informed Consent

  By accepting these Terms, Customer provides informed, explicit, and voluntary consent to:

  • (a) Evolvv's collection and processing of Usage Data as described in this Section 9;
  • (b) The sharing of aggregated, anonymized analytics with third parties as permitted under Customer's subscription plan;
  • (c) The commercial exploitation of such anonymized analytics by Evolvv.
• ↳9.5.3 Plan-Based Consent Scope

  Customer understands and agrees that:

  • (a) The scope of Evolvv's rights to use and share Usage Data depends on Customer's selected subscription plan;
  • (b) Non-Enterprise plans grant broader data usage rights to Evolvv as described in Section 9.2;
  • (c) Enterprise plans restrict external sharing as described in Section 9.3;
  • (d) Upgrading or downgrading subscription plans may change the applicable data usage rights prospectively (but not retroactively for data already processed).

9.6 Customer's Right to Request Information

• ↳9.6.1 Customer may request information regarding how Usage Data is being used by contacting privacy@evolvv.app.
• ↳9.6.2 Evolvv shall provide a general description of Usage Data processing practices within thirty (30) days of such request, subject to protection of Evolvv's trade secrets and proprietary methodologies.

9.7 No Compensation

Customer acknowledges that no compensation is owed to Customer for Evolvv's use of aggregated, anonymized Usage Data under this Section 9.

9.8 Machine Learning, AI Training, and Model Development

9.8.1 Use of Data for AI and Machine Learning

9.8.1.1 Scope of AI/ML Processing

Subject to Customer's subscription plan and the exclusions set forth in Section 9.3 (Enterprise Exclusion), Customer hereby grants Evolvv a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use aggregated, anonymized, and de-identified Usage Data and derivatives thereof for:

• ↳(a) Machine Learning Model Training: Training, developing, testing, and validating machine learning models, algorithms, and artificial intelligence systems;
• ↳(b) Model Improvement: Improving, refining, and optimizing existing AI/ML models, including through reinforcement learning, transfer learning, and continuous learning techniques;
• ↳(c) Feature Engineering: Developing new features, predictive capabilities, and intelligent automation features within the Services;
• ↳(d) Research and Development: Conducting research into artificial intelligence, machine learning, natural language processing, computer vision, and related technologies;
• ↳(e) Algorithmic Development: Creating, refining, and deploying algorithms for:
  • Pattern recognition and anomaly detection
  • Predictive analytics and forecasting
  • Intelligent recommendations and suggestions
  • Workflow optimization and automation
  • Document classification and data extraction
  • Natural language understanding and generation
• ↳(f) Model Deployment: Deploying trained models to provide intelligent features, automation, and insights within the Services or in other Evolvv products;
• ↳(g) Commercial Exploitation: Licensing, selling, or otherwise commercially exploiting trained AI/ML models, provided such models are based on aggregated and anonymized data that does not identify Customer or any individual.

9.8.2 Types of Data Used for AI/ML Training

9.8.2.1 Permitted Training Data

Evolvv may use the following types of aggregated and anonymized data for AI/ML training:

• ↳(a) Behavioral Patterns: Aggregated patterns of how users interact with the Services, including click patterns, navigation flows, feature usage sequences, and workflow completion patterns;
• ↳(b) Document Structures: Anonymized document structures, formatting patterns, and layouts (but not the actual content or text of Customer documents);
• ↳(c) Workflow Templates: Aggregated and generalized workflow patterns and process flows observed across multiple customers;
• ↳(d) Performance Metrics: System performance data, error rates, processing times, and optimization opportunities;
• ↳(e) Feature Utilization: Aggregated data on which features are used together, usage frequency, and feature adoption patterns;
• ↳(f) Temporal Patterns: Time-based patterns such as peak usage hours, seasonal trends, and activity cycles;
• ↳(g) Statistical Aggregates: Statistical measures such as means, medians, distributions, correlations, and other mathematical derivatives that do not reveal individual data points.

9.8.2.2 Prohibited Training Data

Evolvv shall never use the following for AI/ML training:

• ↳(a) Raw Customer Data: Actual invoice contents, document text, customer names, transaction amounts, or any other Customer Data as defined in Section 1.1;
• ↳(b) Personal Data: Any data that identifies or could be used to identify specific individuals, as defined under the DPDP Act;
• ↳(c) Confidential Information: Any information designated as confidential or that reasonably should be understood as confidential;
• ↳(d) Enterprise Customer Data: For Customers on Enterprise Plans, no data (whether direct or derived) shall be used for AI/ML training unless explicitly authorized in writing as per Section 9.3.3.

9.8.3 AI/ML Training Standards and Safeguards

• ↳9.8.3.1 Data Preparation and Anonymization

  Prior to using any data for AI/ML training, Evolvv shall:

  • (a) Aggregate data from multiple customers such that individual contributions cannot be distinguished (minimum k-anonymity thresholds applied);
  • (b) Anonymize data using industry-standard techniques including:
    • Removal of all direct identifiers (names, email addresses, account IDs)
    • Generalization of specific values into ranges or categories
    • Addition of statistical noise to prevent reverse engineering
    • Suppression of rare or unique data points
  • (c) De-identify data such that it cannot be reasonably re-identified or linked back to Customer or any individual;
  • (d) Validate anonymization effectiveness through testing to ensure data cannot be re-identified using available de-anonymization techniques.
• ↳9.8.3.2 Training Data Isolation
  • (a) Anonymized training datasets shall be maintained separately from production Customer Data;
  • (b) Access to training datasets shall be restricted to authorized personnel engaged in AI/ML development;
  • (c) Training datasets shall not contain linkage keys or metadata that would enable re-identification;
  • (d) Production systems shall not retain mappings between anonymized training data and original Customer Data.
• ↳9.8.3.3 Model Output Validation
  • (a) Evolvv shall implement safeguards to prevent trained AI/ML models from memorizing or reproducing Customer Data;
  • (b) Models shall be tested to ensure they do not generate outputs that contain or reveal:
    • Specific Customer Data or content
    • Personal Data of individuals
    • Confidential Information
  • (c) If a model is found to reproduce or reveal protected data, Evolvv shall:
    • Immediately suspend use of the model
    • Investigate the root cause
    • Retrain or modify the model to eliminate the issue
    • Implement additional safeguards

9.8.4 Purposes and Use Cases for AI/ML

• ↳9.8.4.1 Service Enhancement

  Trained AI/ML models may be used to enhance the Services, including:

  • (a) Intelligent Automation: Automatically suggesting invoice line items, detecting duplicate entries, auto-completing fields based on historical patterns;
  • (b) Predictive Features: Predicting likely transaction amounts, payment dates, or workflow outcomes based on historical patterns;
  • (c) Smart Recommendations: Recommending workflow templates, document formats, or integration configurations based on usage patterns;
  • (d) Anomaly Detection: Identifying unusual patterns that may indicate errors, fraud, or data quality issues;
  • (e) Natural Language Processing: Enabling search, classification, and extraction features using NLP models trained on anonymized data;
  • (f) Document Understanding: Automatically classifying documents, extracting key fields, or suggesting document types based on structure and layout patterns.
• ↳9.8.4.2 Cross-Product Applications
  • (a) AI/ML models trained on data from the Services may be deployed in:
    • Other Evolvv products and services
    • Future product offerings
    • Third-party integrations and partnerships
  • (b) Such deployment is permitted provided the models are based on aggregated and anonymized data and do not reveal Customer Data or Personal Data.
• ↳9.8.4.3 External Licensing and Partnerships
  • (a) Evolvv may license or sublicense trained AI/ML models to third parties, including:
    • Technology partners and integrators
    • Research institutions and academic partners
    • AI/ML model marketplaces or platforms
  • (b) Such licensing is permitted provided:
    • Models are based on aggregated and anonymized data
    • Licensees agree not to attempt re-identification
    • Models do not contain or reveal Customer Data or Personal Data

9.8.5 Enterprise Plan Exclusion from AI/ML Training

• ↳9.8.5.1 No AI/ML Training for Enterprise Customers

  For Customers subscribed to an Enterprise Plan:

  • (a) Evolvv shall not use any data derived from Enterprise Customer's use of the Services (whether Usage Data, behavioral patterns, or any other data) for training, developing, or improving AI/ML models, unless explicitly authorized in writing;
  • (b) Enterprise Customer data shall be excluded from all training datasets, model development processes, and AI/ML research activities;
  • (c) This exclusion applies to:
    • Direct Usage Data from Enterprise Customer's account
    • Aggregated datasets that include Enterprise Customer's data
    • Behavioral patterns or workflow templates derived from Enterprise Customer's use
• ↳9.8.5.2 Internal-Only Use for Enterprise Customers

  Data from Enterprise Customers may be used solely for:

  • (a) Providing the Services to Enterprise Customer (service delivery);
  • (b) Detecting and preventing security threats or fraud affecting Enterprise Customer's account;
  • (c) Troubleshooting technical issues and providing support to Enterprise Customer;
  • (d) Improving the Services for Enterprise Customer's internal use only, without external deployment or commercialization of models trained on Enterprise Customer's data.
• ↳9.8.5.3 Opt-In for Enterprise AI/ML Participation
  • (a) Enterprise Customers may voluntarily opt-in to allow their anonymized data to be included in AI/ML training by executing a written amendment specifying:
    • Scope of data that may be used
    • Purposes for which data may be used
    • Categories of AI/ML models that may be trained
    • Rights to review or audit AI/ML training practices
    • Compensation or benefits provided in exchange for participation (if any)
  • (b) Opt-in consent may be revoked by Enterprise Customer with thirty (30) days' written notice, effective prospectively (data already incorporated into trained models prior to revocation shall remain incorporated).

9.8.6 Customer Rights and Transparency

• ↳9.8.6.1 Information Requests

  Customer may request information about Evolvv's AI/ML training practices by contacting ai-privacy@evolvv.app or privacy@evolvv.app.

  Upon such request, Evolvv shall provide (within thirty (30) days):

  • (a) A general description of the types of AI/ML models being developed;
  • (b) The categories of anonymized data used for training;
  • (c) The purposes for which trained models are used;
  • (d) The anonymization and de-identification techniques applied;
  • (e) Safeguards implemented to prevent re-identification or data leakage.
• ↳9.8.6.2 Limitations on Disclosure

  Evolvv may decline to provide information that:

  • (a) Constitutes trade secrets or proprietary methodologies;
  • (b) Would compromise the security or integrity of AI/ML systems;
  • (c) Would reveal confidential information about other customers;
  • (d) Is subject to third-party confidentiality obligations.
• ↳9.8.6.3 No Individual Access to AI/ML Models

  Customer acknowledges that:

  • (a) Once data has been aggregated, anonymized, and incorporated into AI/ML training datasets, it cannot be individually extracted, deleted, or corrected;
  • (b) Data subject rights (e.g., right to erasure, right to access) do not extend to anonymized data that no longer constitutes Personal Data;
  • (c) Evolvv has no obligation to remove Customer's anonymized contributions from trained AI/ML models.

9.8.7 Intellectual Property in AI/ML Models

• ↳9.8.7.1 Evolvv Ownership

  As between Evolvv and Customer, Evolvv owns all right, title, and interest in and to:

  • (a) All AI/ML models, algorithms, and trained neural networks developed using aggregated and anonymized data;
  • (b) All intellectual property rights in such models, including patents, copyrights, trade secrets, and know-how;
  • (c) All derivatives, improvements, and enhancements to such models.
• ↳9.8.7.2 No Customer Rights

  Customer acknowledges and agrees that:

  • (a) Customer has no ownership interest in AI/ML models trained using aggregated and anonymized data, even if such data includes anonymized derivatives of Customer's Usage Data;
  • (b) Customer has no right to access, inspect, copy, or use AI/ML models developed by Evolvv, except as they are incorporated into the Services provided to Customer;
  • (c) Customer has no right to compensation or royalties from Evolvv's commercial exploitation of AI/ML models.

9.8.8 Ethical AI and Bias Mitigation

• ↳9.8.8.1 Commitment to Responsible AI

  Evolvv is committed to developing AI/ML systems that are:

  • (a) Fair: Models are designed to avoid unfair bias, discrimination, or disparate impact on protected groups;
  • (b) Transparent: Evolvv endeavors to provide reasonable transparency about how AI/ML features work;
  • (c) Accountable: Evolvv maintains processes for monitoring, evaluating, and improving AI/ML models;
  • (d) Privacy-Preserving: Models are trained only on appropriately anonymized data.
• ↳9.8.8.2 Bias Testing and Mitigation
  • (a) Evolvv implements processes to test AI/ML models for potential bias or discriminatory outcomes;
  • (b) If bias is detected, Evolvv takes steps to mitigate such bias through:
    • Re-training on more balanced datasets
    • Adjusting model parameters or decision thresholds
    • Implementing fairness constraints
  • (c) Customer acknowledges that complete elimination of bias may not be technically feasible and that AI/ML outputs should be used in conjunction with human judgment.
• ↳9.8.8.3 No Automated Decision-Making with Legal Effect
  • (a) Unless otherwise agreed in writing, AI/ML features within the Services are designed to assist users in making decisions, not to make legally binding decisions automatically;
  • (b) Customer is responsible for reviewing and approving all outputs generated by AI/ML features before relying on them for business or legal purposes;
  • (c) Evolvv is not liable for decisions made by Customer based on AI/ML-generated recommendations or predictions.

9.8.9 Third-Party AI/ML Services

• ↳9.8.9.1 Use of Third-Party AI Providers

  Evolvv may use third-party AI/ML services, platforms, or APIs to develop or deploy AI features, including but not limited to:

  • (a) Cloud-based AI/ML platforms (e.g., AWS SageMaker, Google Cloud AI, Azure Machine Learning);
  • (b) Pre-trained foundation models or large language models (LLMs);
  • (c) Third-party data labeling or annotation services.
• ↳9.8.9.2 Safeguards for Third-Party AI Services

  When using third-party AI/ML services, Evolvv shall:

  • (a) Provide only aggregated and anonymized data to such services;
  • (b) Enter into agreements with third-party providers that include:
    • Confidentiality obligations
    • Restrictions on use of data
    • Data deletion requirements
  • (c) Not provide Customer Data or Personal Data to third-party AI services without appropriate safeguards (e.g., Data Processing Agreements).
• ↳9.8.9.3 No Liability for Third-Party AI Services

  Evolvv is not liable for:

  • (a) Errors, biases, or defects in third-party AI/ML models or services;
  • (b) Security incidents or data breaches affecting third-party AI providers;
  • (c) Changes to, discontinuation of, or limitations on third-party AI services.

9.8.10 Customer Consent and Acknowledgment

• ↳9.8.10.1

  By accepting these Terms, Customer provides informed, explicit, and voluntary consent to:

  • (a) Evolvv's use of aggregated and anonymized Usage Data for AI/ML training, model development, and commercial exploitation as described in this Section 9.8;
  • (b) The deployment of AI/ML-powered features within the Services, which may rely on models trained using aggregated data from multiple customers;
  • (c) The potential for AI/ML models to generate imperfect, biased, or incorrect outputs, and Customer's responsibility to review and validate such outputs.
• ↳9.8.10.2

  Customer acknowledges and agrees that:

  • (a) AI/ML training using aggregated and anonymized data is a core component of Evolvv's business model and product development strategy;
  • (b) The ability to train AI/ML models on aggregated data enables Evolvv to:
    • Provide intelligent features and automation at a lower cost
    • Continuously improve the Services for all customers
    • Develop innovative new features and products
  • (c) Exclusion from AI/ML training (available only for Enterprise Plans) reflects the significant value of training data and may result in higher subscription fees;
  • (d) AI/ML-generated features and recommendations should be used as decision-support tools and not as a substitute for human judgment, expertise, or professional advice.

9.8.11 Updates to AI/ML Practices

• ↳9.8.11.1

  Evolvv reserves the right to:

  • (a) Modify AI/ML training techniques, methodologies, and safeguards as technology evolves;
  • (b) Introduce new AI/ML-powered features and capabilities;
  • (c) Update this Section 9.8 to reflect changes in AI/ML practices.
• ↳9.8.11.2 Material changes to AI/ML practices that significantly expand the use of Customer data beyond the scope described in this Section 9.8 shall be communicated to Customer with at least thirty (30) days' advance notice.
• ↳9.8.11.3 Customer's continued use of the Services following such notice constitutes acceptance of the updated AI/ML practices.

10.1 Nature of Service

• ↳10.1.1 The Services include functionality that enables Customer to electronically sign documents and obtain electronic signatures from third parties ("E-Signature Functionality").
• ↳10.1.2 Evolvv provides technology facilitation only and is not:
  • (a) A Certifying Authority under the Information Technology Act, 2000;
  • (b) A party to any agreement executed using the E-Signature Functionality;
  • (c) A guarantor, validator, or verifier of the authenticity, validity, or enforceability of any electronically signed document;
  • (d) Responsible for verifying the identity, authority, intent, or capacity of signatories.

10.2 Customer Responsibilities

10.2.1 Customer is solely responsible for:

• ↳(a) Verification of Signatory Identity: Ensuring that signatories are who they claim to be through independent verification methods;
• ↳(b) Authority Verification: Confirming that signatories have legal authority to bind themselves or their organizations to the agreement;
• ↳(c) Intent and Capacity: Ensuring that signatories have the intent to be bound and the legal capacity to enter into the agreement;
• ↳(d) Jurisdictional Compliance: Ensuring that use of electronic signatures complies with applicable laws in all relevant jurisdictions, including but not limited to:
  • Information Technology Act, 2000 (India)
  • Electronic Signatures in Global and National Commerce Act (ESIGN Act, USA)
  • Electronic Identification, Authentication and Trust Services Regulation (eIDAS, EU)
  • Local contract, commercial, and signature laws
• ↳(e) Document Validity: Ensuring that the substance and terms of agreements are lawful, enforceable, and not contrary to public policy;
• ↳(f) Record Retention: Maintaining records of electronically signed documents as required by applicable law and Customer's internal policies;
• ↳(g) Audit Trail Maintenance: Retaining audit trails, metadata, and evidence of signature creation for legal and evidentiary purposes.

10.3 Jurisdictional Enforceability Disclaimer

• ↳10.3.1 Evolvv makes no representation or warranty regarding:
  • (a) The legal validity or enforceability of any electronically signed document in any jurisdiction;
  • (b) Whether electronic signatures created using the Services will be recognized or admitted as evidence in legal proceedings;
  • (c) Compliance of the E-Signature Functionality with specific regulatory requirements applicable to Customer's industry or use case (e.g., medical records, real estate transactions).
• ↳10.3.2 Customer acknowledges that:
  • (a) Legal requirements for electronic signatures vary by jurisdiction, document type, and industry;
  • (b) Some types of documents may be subject to specific signature requirements that cannot be satisfied through the Services;
  • (c) It is Customer's responsibility to consult legal counsel regarding the suitability of electronic signatures for Customer's specific use cases.

10.4 No Verification Services

• ↳10.4.1 Evolvv does not provide:
  • (a) Identity verification or authentication services beyond basic email verification;
  • (b) Know Your Customer (KYC) or Anti-Money Laundering (AML) verification;
  • (c) Biometric authentication or advanced identity proofing;
  • (d) Witness verification or notarization services;
  • (e) Fraud detection or prevention guarantees.
• ↳10.4.2 Customer must independently implement any additional verification, authentication, or security measures required for Customer's use case.

10.5 Customer Indemnity for Signature Disputes

• ↳10.5.1 Customer agrees to indemnify, defend, and hold harmless Evolvv from any claims, disputes, or challenges arising from:
  • (a) Disputes regarding the authenticity, validity, or enforceability of electronically signed documents;
  • (b) Allegations that a signatory lacked authority, capacity, or intent;
  • (c) Claims of forged, fraudulent, or unauthorized signatures;
  • (d) Failure to comply with signature-related legal requirements;
  • (e) Reliance on electronically signed documents in Customer's business or legal proceedings.
• ↳10.5.2 This indemnity obligation shall survive termination of these Terms.

10.6 Audit Trail and Metadata

• ↳10.6.1 The Services generate an audit trail and metadata associated with each electronic signature, which may include:
  • (a) Timestamp of signature creation;
  • (b) IP address of the signatory;
  • (c) Email address associated with the signatory;
  • (d) Device and browser information;
  • (e) Actions taken during the signing process.
• ↳10.6.2 Evolvv makes no warranty regarding:
  • (a) The completeness, accuracy, or reliability of audit trail data;
  • (b) The admissibility of audit trails as evidence in legal proceedings;
  • (c) The preservation of audit trails beyond Evolvv's standard data retention periods.
• ↳10.6.3 Customer is responsible for exporting and preserving audit trails as needed for Customer's legal and business purposes.

11.1 Nature of Invoicing Functionality

• ↳11.1.1 The Services include functionality that enables Customer to create, send, and manage invoices ("Invoicing Functionality").
• ↳11.1.2 Evolvv provides technology facilitation only and is not:
  • (a) An accountant, bookkeeper, or financial advisor;
  • (b) Responsible for the accuracy, completeness, or compliance of invoices created by Customer;
  • (c) A party to any financial transaction between Customer and Customer's clients.

11.2 No Audit or Verification

11.2.1 Evolvv does not:

• ↳(a) Review, audit, or verify the accuracy of invoice amounts, line items, tax calculations, or other financial data entered by Customer;
• ↳(b) Validate compliance of invoices with accounting standards (e.g., Generally Accepted Accounting Principles, Indian Accounting Standards);
• ↳(c) Ensure invoices meet statutory requirements under applicable tax laws, commercial laws, or industry regulations;
• ↳(d) Provide tax advice or guidance on invoice formatting, tax rates, or tax compliance.

11.3 No Responsibility for Statutory Compliance

• ↳11.3.1 Customer is solely responsible for ensuring that invoices created using the Services comply with all applicable laws and regulations, including but not limited to:
  • (a) Goods and Services Tax (GST) requirements, including proper GSTIN disclosure, tax rates, HSN/SAC codes, and invoice formatting;
  • (b) Central Goods and Services Tax Act, 2017, and related rules;
  • (c) Income Tax Act, 1961, including Tax Deducted at Source (TDS) requirements;
  • (d) State and local tax requirements;
  • (e) Industry-specific invoicing requirements (e.g., healthcare, construction);
  • (f) Record retention and audit trail requirements.
• ↳11.3.2 Evolvv makes no representation or warranty that invoices created using the Services will comply with such requirements.

11.4 No Liability for Tax Misclassification

• ↳11.4.1 Evolvv shall not be liable for any consequences arising from:
  • (a) Incorrect tax calculations or tax rate applications;
  • (b) Misclassification of goods or services for tax purposes;
  • (c) Failure to collect or remit taxes as required by law;
  • (d) Penalties, interest, or fines imposed by tax authorities;
  • (e) Disallowance of input tax credits or tax deductions.
• ↳11.4.2 Customer acknowledges that Evolvv does not provide tax calculation services and that any tax-related functionality in the Services (e.g., auto-populated tax rates) is for convenience only and must be independently verified by Customer.

11.5 Customer Indemnity for Financial Disputes

• ↳11.5.1 Customer agrees to indemnify, defend, and hold harmless Evolvv from any claims, disputes, or liabilities arising from:
  • (a) Disputes between Customer and Customer's clients regarding invoice accuracy, payment terms, or amounts owed;
  • (b) Regulatory actions, audits, or investigations related to Customer's invoicing practices;
  • (c) Failure to comply with tax laws, accounting standards, or financial reporting requirements;
  • (d) Allegations of fraudulent invoicing, overbilling, or financial misconduct;
  • (e) Disallowance of expenses or deductions based on invoices created using the Services.
• ↳11.5.2 This indemnity obligation shall survive termination of these Terms.

11.6 Payment Processing Disclaimer

• ↳11.6.1 If the Services include integration with third-party payment processors (e.g., payment gateways, merchant services), such integrations are provided "as-is" and Evolvv is not responsible for:
  • (a) Payment processing fees, chargebacks, or refunds;
  • (b) Payment failures, delays, or errors;
  • (c) Fraud, disputed transactions, or unauthorized charges;
  • (d) Compliance with payment card industry (PCI) standards (Customer is responsible for PCI compliance if handling payment card data);
  • (e) Terms, policies, or actions of third-party payment processors.
• ↳11.6.2 Customer's use of third-party payment processing services is subject to the terms and policies of those third parties.

12.1 Mutual Confidentiality

• ↳12.1.1 Each party agrees to maintain the confidentiality of Confidential Information disclosed by the other party and to use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms.

12.2 Exclusions from Confidential Information

12.2.1 Confidential Information does not include information that:

• ↳(a) Was publicly available at the time of disclosure or becomes publicly available through no breach of these Terms by the receiving party;
• ↳(b) Was rightfully known to the receiving party prior to disclosure, as evidenced by written records;
• ↳(c) Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as evidenced by written records;
• ↳(d) Is rightfully received by the receiving party from a third party without breach of any confidentiality obligation;
• ↳(e) Is disclosed with the prior written consent of the disclosing party.

12.3 Permitted Disclosures

12.3.1 The receiving party may disclose Confidential Information:

• ↳(a) To its employees, contractors, agents, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in these Terms;
• ↳(b) As required by law, court order, or regulatory authority, provided the receiving party:
  • Provides prompt written notice to the disclosing party (unless prohibited by law);
  • Cooperates with the disclosing party's efforts to seek protective orders or other confidential treatment;
  • Discloses only the minimum information required.

12.4 Standard of Care

• ↳12.4.1 The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

12.5 Survival

• ↳12.5.1 The obligations under this Section 12 shall survive termination or expiration of these Terms for a period of three (3) years from the date of termination, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.

12.6 Injunctive Relief

• ↳12.6.1 Each party acknowledges that breach of this Section 12 may cause irreparable harm for which monetary damages would be an inadequate remedy.
• ↳12.6.2 Accordingly, either party shall be entitled to seek injunctive or other equitable relief to prevent or remedy any breach, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.

13.1 Evolvv's Ownership

13.1.1 As between the parties, Evolvv owns and retains all right, title, and interest in and to:

• ↳(a) The Services, including all software, code, algorithms, interfaces, designs, and documentation;
• ↳(b) All updates, modifications, enhancements, and derivative works of the Services;
• ↳(c) All trademarks, service marks, logos, trade names, and branding associated with the Services ("Evolvv Marks");
• ↳(d) All intellectual property rights in any of the foregoing, including patents, copyrights, trade secrets, and know-how.

13.2 Feedback and Suggestions

13.2.1 If Customer provides any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Services ("Feedback"), Customer hereby grants Evolvv a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to:

• ↳(a) Use, implement, modify, and incorporate Feedback into the Services or other Evolvv products;
• ↳(b) Create derivative works based on Feedback;
• ↳(c) Commercialize and distribute Feedback without any obligation or compensation to Customer.

13.2.2 Customer represents and warrants that:

• ↳(a) Customer has the right to provide Feedback;
• ↳(b) Feedback does not infringe any third-party intellectual property rights;
• ↳(c) Customer will not assert any rights in Feedback against Evolvv or its customers.

13.3 No Implied Licenses

• ↳13.3.1 Except for the limited license expressly granted in Section 6, these Terms do not grant Customer any rights or licenses to Evolvv's intellectual property, whether by implication, estoppel, or otherwise.
• ↳13.3.2 All rights not expressly granted to Customer are reserved by Evolvv.

13.4 Reservation of Rights

13.4.1 Evolvv reserves all rights to:

• ↳(a) Modify, update, enhance, or discontinue any aspect of the Services at any time;
• ↳(b) Use ideas, concepts, or techniques developed in connection with providing the Services;
• ↳(c) License or sublicense the Services and related intellectual property to third parties.

13.5 Respect for Third-Party Rights

• ↳13.5.1 Customer shall not use the Services in any manner that infringes or misappropriates the intellectual property rights of any third party.
• ↳13.5.2 Customer shall promptly notify Evolvv of any claims of intellectual property infringement related to Customer's use of the Services.

14.1 Incorporation of Privacy Policy

• ↳14.1.1 Evolvv's collection, use, and processing of Personal Data is governed by the Evolvv Privacy Policy, which is incorporated into these Terms by reference and available at [evolvv.app/privacy].
• ↳14.1.2 By accepting these Terms, Customer also accepts the Privacy Policy.

14.2 Data Controller and Processor Roles

• ↳14.2.1 Default Roles

  Unless otherwise agreed in writing (e.g., in a Data Processing Addendum):

  • (a) Customer is the Data Controller with respect to Personal Data contained in Customer Data, including:
    • Personal Data of Customer's clients, vendors, employees, or other third parties
    • Data collected by Customer and uploaded to the Services
  • (b) Evolvv is the Data Processor acting on behalf of Customer to process Personal Data solely as necessary to provide the Services in accordance with Customer's instructions.
• ↳14.2.2 Customer Responsibilities as Data Controller

  Customer represents, warrants, and covenants that:

  • (a) Customer has a lawful basis under the DPDP Act and other applicable data protection laws to process all Personal Data submitted to the Services;
  • (b) Customer has obtained all necessary consents from data principals (individuals) for:
    • Collection of their Personal Data
    • Disclosure of their Personal Data to Evolvv
    • Processing of their Personal Data by Evolvv as a processor
    • Cross-border transfer of their Personal Data (if applicable)
  • (c) Customer shall comply with all obligations applicable to data controllers, including:
    • Providing privacy notices to data principals
    • Responding to data subject access requests
    • Ensuring accuracy and minimization of data
    • Implementing appropriate security measures

14.3 Evolvv's Role as Data Processor

• ↳14.3.1 Evolvv shall:
  • (a) Process Personal Data only in accordance with Customer's documented instructions (which are deemed to be these Terms and any lawful use of the Services);
  • (b) Implement appropriate technical and organizational security measures to protect Personal Data;
  • (c) Not disclose Personal Data to third parties except as authorized by Customer or required by law;
  • (d) Assist Customer in responding to data subject requests to the extent feasible;
  • (e) Notify Customer without undue delay upon becoming aware of a Personal Data breach.
• ↳14.3.2 Evolvv shall not:
  • (a) Sell or share Personal Data for purposes other than providing the Services;
  • (b) Retain, use, or disclose Personal Data outside the business relationship with Customer, except as permitted in these Terms (e.g., aggregated and anonymized Usage Data under Section 9).

14.4 Consent and Lawful Basis

• ↳14.4.1 Customer confirms that it has a valid lawful basis under applicable data protection laws for all processing of Personal Data conducted via the Services.
• ↳14.4.2 If Customer relies on consent as the lawful basis, Customer warrants that such consent:
  • (a) Was freely given, specific, informed, and unambiguous;
  • (b) Clearly describes the processing activities and purposes;
  • (c) Includes consent for disclosure to Evolvv as a processor;
  • (d) Can be withdrawn by the data principal at any time.

14.5 Cross-Border Data Transfers

• ↳14.5.1 Customer acknowledges and consents to:
  • (a) Evolvv hosting Customer Data on servers located in [specify jurisdictions, e.g., India, AWS regions];
  • (b) Transfer of Personal Data across borders as necessary to provide the Services, including to jurisdictions that may not provide the same level of data protection as Customer's jurisdiction.
• ↳14.5.2 Evolvv shall implement appropriate safeguards for cross-border transfers, which may include:
  • (a) Standard contractual clauses approved by relevant data protection authorities;
  • (b) Adequacy decisions recognizing equivalent data protection in recipient jurisdictions;
  • (c) Other lawful transfer mechanisms under applicable law.

14.6 Sub-Processors

• ↳14.6.1 Customer consents to Evolvv engaging sub-processors (e.g., cloud hosting providers, infrastructure vendors) to assist in providing the Services.
• ↳14.6.2 A list of current sub-processors is available at [evolvv.app/subprocessors] and may be updated from time to time.
• ↳14.6.3 Evolvv shall:
  • (a) Enter into written agreements with sub-processors imposing data protection obligations substantially similar to those in these Terms;
  • (b) Remain liable for the acts and omissions of sub-processors.

14.7 Data Subject Rights

• ↳14.7.1 Customer is responsible for responding to requests from data subjects (individuals) exercising their rights under applicable data protection laws, including rights to:
  • (a) Access their Personal Data;
  • (b) Rectify inaccurate Personal Data;
  • (c) Erase Personal Data (right to be forgotten);
  • (d) Restrict processing;
  • (e) Data portability;
  • (f) Object to processing;
  • (g) Withdraw consent.
• ↳14.7.2 Evolvv shall, to the extent feasible and upon Customer's written request, provide reasonable assistance to Customer in fulfilling these obligations.
• ↳14.7.3 Customer acknowledges that Evolvv's assistance may be subject to additional fees if it requires significant effort or resources beyond normal operations.

14.8 Data Retention and Deletion

• ↳14.8.1 Evolvv shall retain Customer Data only for as long as necessary to provide the Services or as required by law.
• ↳14.8.2 Upon termination or expiration of these Terms, Evolvv shall:
  • (a) Provide Customer with an opportunity to export Customer Data for a period of thirty (30) days;
  • (b) Thereafter, delete or anonymize all Customer Data in accordance with Evolvv's data retention policy, except as required by law or permitted under Section 9 (aggregated, anonymized data).
• ↳14.8.3 Customer acknowledges that deleted data cannot be recovered.

15.1 Third-Party Dependencies

• ↳15.1.1 The Services may rely on, integrate with, or provide access to third-party services, platforms, APIs, or software ("Third-Party Services"), including but not limited to:
  • (a) Cloud infrastructure providers (e.g., AWS, Google Cloud, Azure);
  • (b) Payment gateways and merchant services;
  • (c) Email delivery services;
  • (d) Authentication providers;
  • (e) Third-party productivity tools, CRMs, and accounting software.

15.2 No Endorsement

• ↳15.2.1 Evolvv's inclusion of or integration with Third-Party Services does not constitute an endorsement, recommendation, or guarantee of such services.
• ↳15.2.2 Customer acknowledges that Third-Party Services are provided by independent third parties, not by Evolvv.

15.3 "As-Is" Provision

• ↳15.3.1 Third-Party Services are provided on an "as-is" basis.
• ↳15.3.2 Evolvv makes no representations or warranties regarding:
  • (a) The availability, reliability, performance, or quality of Third-Party Services;
  • (b) The accuracy, completeness, or suitability of Third-Party Services for Customer's purposes;
  • (c) Compliance of Third-Party Services with applicable laws or industry standards;
  • (d) Security, privacy, or data protection practices of Third-Party Service providers.

15.4 No Liability for Third-Party Failures

• ↳15.4.1 Evolvv shall not be liable for any loss, damage, or disruption arising from:
  • (a) Outages, downtime, or unavailability of Third-Party Services;
  • (b) Errors, bugs, or defects in Third-Party Services;
  • (c) Data breaches, security incidents, or privacy violations by Third-Party Service providers;
  • (d) Changes to, suspension of, or discontinuation of Third-Party Services;
  • (e) Actions or omissions of Third-Party Service providers;
  • (f) Disputes between Customer and Third-Party Service providers.

15.5 Pass-Through Terms

• ↳15.5.1 Customer's use of Third-Party Services is subject to the terms and conditions, privacy policies, and other agreements of the respective Third-Party Service providers.
• ↳15.5.2 Customer is responsible for reviewing and complying with such third-party terms.
• ↳15.5.3 If there is a conflict between these Terms and third-party terms, the third-party terms shall govern with respect to use of the Third-Party Service.

15.6 Modifications to Integrations

• ↳15.6.1 Evolvv reserves the right to:
  • (a) Add, modify, or remove integrations with Third-Party Services at any time without prior notice;
  • (b) Suspend integrations if required for security, legal, or operational reasons;
  • (c) Discontinue integrations if Third-Party Services change their terms, pricing, or availability.
• ↳15.6.2 Evolvv shall make reasonable efforts to notify Customer of material changes to integrations that may affect Customer's use of the Services.

16.1 General Compliance Obligation

• ↳16.1.1 Customer shall comply with all applicable laws, regulations, ordinances, and regulatory requirements in connection with Customer's use of the Services and creation, transmission, or storage of Customer Data.

16.2 Specific Laws and Regulations (India)

Without limiting the generality of Section 16.1, Customer shall comply with:

• ↳16.2.1 Information Technology Act, 2000

  Including but not limited to provisions relating to:

  • Electronic records and digital signatures (Sections 3, 4, 5)
  • Cyber security obligations (Section 43A)
  • Sensitive personal data or information rules
  • Intermediary liability (Section 79)
• ↳16.2.2 Digital Personal Data Protection Act, 2023

  Including but not limited to obligations relating to:

  • Lawful basis for processing Personal Data
  • Data principal consent requirements
  • Data principal rights (access, erasure, grievance redressal)
  • Data security and breach notification
  • Cross-border data transfer
• ↳16.2.3 Stamp Laws

  Customer acknowledges that certain documents executed electronically may be subject to stamp duty requirements under:

  • Indian Stamp Act, 1899
  • State-specific stamp acts

  Customer is solely responsible for determining stamp duty applicability and ensuring proper stamping of documents.

• ↳16.2.4 Contract and Commercial Laws

  Including but not limited to:

  • Indian Contract Act, 1872
  • Sale of Goods Act, 1930
  • Indian Partnership Act, 1932
  • Limited Liability Partnership Act, 2008
  • Companies Act, 2013
• ↳16.2.5 Tax Laws

  Including but not limited to:

  • Goods and Services Tax Acts (Central, State, Integrated, Union Territory)
  • Income Tax Act, 1961
  • Tax Deducted at Source (TDS) provisions
• ↳16.2.6 Sector-Specific Regulations

  If Customer operates in a regulated industry, Customer shall comply with all applicable sector-specific regulations, including but not limited to:

  • Reserve Bank of India regulations (for financial services)
  • Securities and Exchange Board of India regulations (for securities)
  • Insurance Regulatory and Development Authority regulations (for insurance)
  • Telecom Regulatory Authority of India regulations (for telecommunications)
  • Food Safety and Standards Authority of India regulations (for food businesses)

16.3 Export Control and Sanctions Compliance

• ↳16.3.1 Customer shall not use the Services:
  • (a) In violation of any export control laws or regulations of India or other applicable jurisdictions;
  • (b) To export, re-export, or transfer controlled technology or data;
  • (c) To provide services to persons or entities subject to economic sanctions or trade embargoes.
• ↳16.3.2 Customer represents and warrants that Customer is not:
  • (a) Located in, or a national or resident of, any country subject to comprehensive sanctions;
  • (b) Listed on any government list of prohibited or restricted parties;
  • (c) Owned or controlled by, or acting on behalf of, any such person or entity.

16.4 No Compliance Advice

• ↳16.4.1 Evolvv does not provide legal, regulatory, or compliance advice.
• ↳16.4.2 Customer is responsible for determining the applicability of laws and regulations to Customer's business and for ensuring compliance.
• ↳16.4.3 Customer should consult with qualified legal counsel regarding compliance obligations.

16.5 Cooperation with Authorities

• ↳16.5.1 Evolvv may cooperate with lawful requests from government authorities, law enforcement, courts, or regulatory bodies, including by:
  • (a) Disclosing Customer Data or information about Customer's use of the Services;
  • (b) Suspending or terminating Customer's account;
  • (c) Providing technical assistance or access to systems.
• ↳16.5.2 Evolvv shall, where legally permitted, provide Customer with notice of such requests unless prohibited by law or court order.

17.1 Immediate Suspension for Risk

• ↳17.1.1 Evolvv may, without prior notice, immediately suspend Customer's access to the Services if:
  • (a) Evolvv reasonably believes Customer's account poses a security risk to Evolvv, the Services, or other customers;
  • (b) Customer's use of the Services violates these Terms, applicable laws, or the rights of third parties;
  • (c) Customer's account is subject to a legal order, investigation, or regulatory action requiring suspension;
  • (d) Customer's account is used for fraudulent, illegal, or abusive activity;
  • (e) There is suspected unauthorized access to Customer's account.
• ↳17.1.2 Evolvv shall make reasonable efforts to notify Customer of the suspension and provide an opportunity to remedy the issue, except where immediate action is necessary to prevent imminent harm.

17.2 Termination by Evolvv

• ↳17.2.1 Evolvv may terminate these Terms and Customer's access to the Services, effective immediately upon written notice, if:
  • (a) Material Breach: Customer materially breaches any provision of these Terms and fails to cure such breach within ten (10) days of receiving written notice;
  • (b) Non-Payment: Customer fails to pay Fees when due and does not cure the non-payment within thirty (30) days of receiving written notice;
  • (c) Repeated Violations: Customer repeatedly violates these Terms, even if each individual violation is cured;
  • (d) Legal Obligation: Evolvv is required to terminate access by law, court order, or regulatory authority;
  • (e) Business Decision: Evolvv elects to discontinue the Services or cease doing business, provided Evolvv gives at least sixty (60) days' prior written notice.

17.3 Termination by Customer

• ↳17.3.1 Customer may terminate these Terms:
  • (a) At any time by canceling the subscription through the account settings interface or by providing written notice to Evolvv at support@evolvv.app;
  • (b) Termination shall be effective at the end of the then-current Subscription Term (no mid-term cancellations with refunds unless otherwise agreed);
  • (c) Customer remains obligated to pay all Fees accrued through the end of the Subscription Term.

17.4 Effects of Termination

• ↳17.4.1 Immediate Cessation of Access

  Upon termination or expiration of these Terms:

  • (a) Customer's license to access and use the Services immediately terminates;
  • (b) All Authorized Users lose access to the Services;
  • (c) Evolvv may immediately disable Customer's account and prevent further logins.
• ↳17.4.2 Data Access and Export
  • (a) For a period of thirty (30) days following termination ("Retrieval Period"), Customer may log in to export or retrieve Customer Data via the Services interface;
  • (b) Customer is solely responsible for exporting all Customer Data during the Retrieval Period;
  • (c) Evolvv may, at its discretion and subject to additional fees, provide assisted data export services if requested by Customer in writing within the Retrieval Period.
• ↳17.4.3 Data Deletion
  • (a) After expiration of the Retrieval Period, Evolvv shall have no obligation to maintain or provide Customer Data;
  • (b) Evolvv may delete Customer Data in accordance with Evolvv's standard data deletion procedures;
  • (c) Deleted data cannot be recovered;
  • (d) Evolvv may retain:
    • Aggregated and anonymized data as permitted under Section 9
    • Data required by law or for compliance purposes
    • Backup copies for a reasonable period in accordance with standard backup retention policies
• ↳17.4.4 No Obligation to Retain Data

  Evolvv has no obligation to retain Customer Data beyond:

  • (a) The Retrieval Period;
  • (b) Any statutory or regulatory retention requirements;
  • (c) Any explicit contractual data retention commitment (e.g., in an Enterprise Addendum).
• ↳17.4.5 Survival of Obligations

  The following provisions shall survive termination or expiration of these Terms:

  • Section 8.4 (Survival of License for Aggregated Data)
  • Section 9 (Aggregated, Anonymized Usage Data)
  • Section 9.8 (Machine Learning, AI Training, and Model Development)
  • Section 10.5 (Customer Indemnity for Signature Disputes)
  • Section 11.5 (Customer Indemnity for Financial Disputes)
  • Section 12 (Confidentiality Obligations)
  • Section 13 (Intellectual Property Rights)
  • Section 18 (Indemnification)
  • Section 19 (Disclaimer of Warranties)
  • Section 20 (Limitation of Liability)
  • Section 23 (Governing Law and Jurisdiction)
  • Section 24 (Severability, Waiver, and Entire Agreement)
  • Section 39 (Survival of Terms)
  • Any other provision that by its nature should survive

17.5 No Refund Upon Termination

• ↳17.5.1 Except as expressly provided in Section 5.7, termination or expiration of these Terms for any reason does not entitle Customer to a refund of any Fees paid.

18.1 Customer Indemnity

18.1.1 Customer agrees to indemnify, defend, and hold harmless Evolvv, its Affiliates, and their respective directors, officers, employees, agents, contractors, and licensors (collectively, "Evolvv Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• ↳(a) Customer Data: Any claim that Customer Data, or Evolvv's use of Customer Data in accordance with these Terms, infringes, misappropriates, or violates any intellectual property right, privacy right, or other right of any third party;
• ↳(b) Document Disputes: Any dispute, challenge, or claim regarding the authenticity, validity, enforceability, or legal effect of documents created, transmitted, or executed using the Services, including electronically signed documents and invoices;
• ↳(c) Signature Challenges: Claims that electronic signatures obtained using the Services were forged, fraudulent, unauthorized, or executed by persons lacking capacity or authority;
• ↳(d) Regulatory Violations: Any violation by Customer of applicable laws, regulations, or industry standards, including but not limited to tax laws, data protection laws, contract laws, or sector-specific regulations;
• ↳(e) Intellectual Property Infringement: Claims that Customer's use of the Services infringes or misappropriates third-party intellectual property rights;
• ↳(f) Employment or Contractor Disputes: Claims by Customer's employees, contractors, or Authorized Users arising from their access to or use of the Services;
• ↳(g) Misuse of Analytics: Claims arising from Customer's misuse, misrepresentation, or unauthorized disclosure of aggregated analytics or Usage Data provided by Evolvv;
• ↳(h) Breach of Terms: Customer's breach of any representation, warranty, or covenant in these Terms;
• ↳(i) Third-Party Harm: Any harm, damage, or loss suffered by third parties as a result of Customer's use of the Services.

18.2 Indemnification Procedure

18.2.1 Evolvv Indemnified Parties shall:

• ↳(a) Promptly notify Customer in writing of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve Customer of its obligations except to the extent Customer is materially prejudiced);
• ↳(b) Provide Customer with reasonable cooperation and assistance in the defense of the claim;
• ↳(c) Grant Customer sole control over the defense and settlement of the claim, provided that:
  • Customer may not settle any claim in a manner that admits fault on behalf of Evolvv or imposes obligations on Evolvv without Evolvv's prior written consent;
  • Evolvv may participate in the defense at its own expense.

18.3 Evolvv's Reservation of Rights

18.3.1 Notwithstanding Customer's control over defense and settlement:

• ↳(a) Evolvv reserves the right to assume exclusive control over the defense and settlement of any claim if:
  • Customer fails to defend the claim diligently or competently
  • The claim seeks injunctive or equitable relief against Evolvv
  • The claim could have a material adverse effect on Evolvv's business or reputation
• ↳(b) In such cases, Customer remains obligated to indemnify Evolvv for all costs and liabilities.

18.4 No Limitation on Damages

• ↳18.4.1 Customer's indemnification obligations under this Section 18 are not subject to the limitations of liability set forth in Section 20.
• ↳18.4.2 Customer's indemnification obligations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.

19.1 "AS IS" and "AS AVAILABLE"

• ↳19.1.1 THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
• ↳19.1.2 CUSTOMER'S USE OF THE SERVICES IS AT CUSTOMER'S SOLE RISK.

19.2 Disclaimer of Implied Warranties

• ↳19.2.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVOLVV EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
  • (a) Implied Warranty of Merchantability: Evolvv does not warrant that the Services are fit for sale or suitable for any particular purpose;
  • (b) Implied Warranty of Fitness for a Particular Purpose: Evolvv does not warrant that the Services will meet Customer's specific requirements or expectations;
  • (c) Implied Warranty of Non-Infringement: Evolvv does not warrant that use of the Services will not infringe third-party rights;
  • (d) Warranties Arising from Course of Dealing or Usage of Trade: Evolvv disclaims any warranties implied by custom or practice.

19.3 No Guarantee of Compliance

• ↳19.3.1 Evolvv does not warrant or guarantee that:
  • (a) The Services comply with any specific regulatory requirements, industry standards, or legal obligations applicable to Customer's business or jurisdiction;
  • (b) Use of the Services will result in compliance with tax laws, accounting standards, or other statutory obligations;
  • (c) Documents created using the Services, including electronically signed documents and invoices, will be legally valid, enforceable, or admissible as evidence;
  • (d) The Services are suitable or approved for use in regulated industries such as healthcare, finance, or government contracting.

19.4 No Guarantee of Uninterrupted or Error-Free Service

• ↳19.4.1 Evolvv does not warrant or guarantee that:
  • (a) The Services will operate without interruption, delay, or error;
  • (b) The Services will be available at all times or at any specific time;
  • (c) The Services will be free from bugs, defects, viruses, or other harmful components;
  • (d) Any errors or defects in the Services will be corrected;
  • (e) Data transmission to or from the Services will be secure or not intercepted.

19.5 No Warranty of Results

• ↳19.5.1 Evolvv does not warrant or guarantee:
  • (a) That use of the Services will result in increased revenue, productivity, efficiency, or any other business outcome;
  • (b) That Customer will achieve any specific results from use of the Services;
  • (c) That the Services will meet Customer's expectations or performance requirements.

19.6 No Warranty Regarding Third-Party Services

• ↳19.6.1 Evolvv makes no representations or warranties regarding Third-Party Services, including their availability, functionality, accuracy, security, or compliance with Customer's requirements.

19.7 Force Majeure and External Factors

• ↳19.7.1 Evolvv is not responsible for:
  • (a) Service interruptions caused by force majeure events, including natural disasters, pandemics, wars, riots, strikes, or government actions;
  • (b) Outages or failures of third-party infrastructure, including cloud providers, internet service providers, or telecommunications networks;
  • (c) Cyber attacks, distributed denial of service (DDoS) attacks, or other malicious activities targeting Evolvv or its infrastructure, despite Evolvv's implementation of reasonable security measures.

19.8 Customer Acknowledgment

• ↳19.8.1 Customer acknowledges and agrees that:
  • (a) Customer has not relied on any statement, representation, or warranty not expressly set forth in these Terms;
  • (b) Customer has conducted its own evaluation of the Services and determined that the Services are suitable for Customer's needs;
  • (c) The disclaimers and exclusions in this Section 19 are fundamental elements of the bargain between the parties and have been taken into account in determining the Fees.

19.9 Jurisdictional Limitations

• ↳19.9.1 Some jurisdictions do not allow the exclusion or limitation of implied warranties. In such jurisdictions, the above disclaimers may not apply in full, and Customer may have additional statutory rights.
• ↳19.9.2 In such cases, any implied warranties shall be limited to the minimum extent required by applicable law and to the shortest duration permitted by law.

20.1 Exclusion of Consequential Damages

• ↳20.1.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVOLVV, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY:
  • (a) Indirect Damages: Including loss of profits, loss of revenue, loss of business opportunities, or loss of anticipated savings;
  • (b) Consequential Damages: Including losses resulting from interruption of business, loss of use, or inability to perform obligations to third parties;
  • (c) Special Damages: Including damages based on unique circumstances or special losses not generally experienced;
  • (d) Punitive or Exemplary Damages: Including damages intended to punish or make an example;
  • (e) Incidental Damages: Including costs of procuring substitute services or losses incurred as a side effect of the primary harm.
• ↳20.1.2 The foregoing exclusions apply even if:
  • Evolvv has been advised of the possibility of such damages;
  • Such damages were foreseeable;
  • The remedies provided in these Terms fail of their essential purpose.

20.2 Exclusion of Liability for Data Loss

• ↳20.2.1 EVOLVV SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, DESTRUCTION, OR UNAUTHORIZED ACCESS TO CUSTOMER DATA, WHETHER ARISING FROM:
  • (a) Service outages, downtime, or technical failures;
  • (b) Deletion of Customer Data following termination in accordance with Section 17;
  • (c) Security breaches, cyber attacks, or unauthorized access by third parties;
  • (d) Errors, bugs, or defects in the Services;
  • (e) Actions or omissions of Third-Party Service providers;
  • (f) Customer's failure to maintain backups or export data before termination.
• ↳20.2.2 Customer is solely responsible for:
  • (a) Maintaining independent backups of Customer Data;
  • (b) Implementing appropriate security measures for Customer Data;
  • (c) Exporting Customer Data before termination or expiration of the Subscription Term.

20.3 Cap on Liability

• ↳20.3.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVOLVV'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE LESSER OF:
  • (a) The total Fees actually paid by Customer to Evolvv in the twelve (12) months immediately preceding the event giving rise to liability; or
  • (b) The Fees paid in the one (1) month immediately preceding the event giving rise to liability (for monthly subscriptions); or
  • (c) INR 50,000 (Fifty Thousand Indian Rupees).
• ↳20.3.2 This cap applies to all claims in the aggregate, regardless of the number of claims, the number of incidents, or the form of action.
• ↳20.3.3 If Customer has not paid any Fees (e.g., during a free trial), Evolvv's total liability shall not exceed INR 10,000 (Ten Thousand Indian Rupees).

20.4 Application Across All Causes of Action

• ↳20.4.1 The limitations and exclusions in this Section 20 apply to all claims and causes of action, including but not limited to:
  • (a) Breach of contract or breach of warranty;
  • (b) Negligence or gross negligence;
  • (c) Strict liability or products liability;
  • (d) Misrepresentation or fraud (except for fraudulent misrepresentation);
  • (e) Violation of statute or regulation;
  • (f) Unjust enrichment or restitution.

20.5 Separate Application to Each Party

• ↳20.5.1 The limitations of liability in this Section 20 apply separately to Evolvv, its Affiliates, and each of their respective directors, officers, employees, agents, contractors, and licensors.
• ↳20.5.2 The aggregate liability of all such parties combined shall not exceed the cap set forth in Section 20.3.

20.6 Carve-Out for Willful Misconduct (If Required by Law)

• ↳20.6.1 In jurisdictions where limitations of liability for willful misconduct, fraud, or gross negligence are not enforceable, the limitations in this Section 20 shall not apply to claims arising from:
  • (a) Willful misconduct or intentional wrongdoing by Evolvv;
  • (b) Fraudulent misrepresentation by Evolvv;
  • (c) Gross negligence by Evolvv (to the extent not permitted to be limited by law).
• ↳20.6.2 Customer acknowledges that the Fees have been set in reliance on the limitations of liability set forth in this Section 20, and that absent such limitations, the Fees would be substantially higher.

20.7 Acknowledgment of Risk Allocation

• ↳20.7.1 Customer acknowledges and agrees that:
  • (a) The disclaimers and limitations of liability in Sections 19 and 20 are fundamental elements of the basis of the bargain between the parties;
  • (b) Evolvv would not provide the Services absent such disclaimers and limitations;
  • (c) The Fees reflect the allocation of risk set forth in these Terms.

21.1 Definition of Force Majeure

21.1.1 "Force Majeure Event" means any event or circumstance beyond Evolvv's reasonable control that prevents or delays Evolvv from performing its obligations under these Terms, including but not limited to:

• ↳(a) Acts of God: Earthquakes, floods, hurricanes, tsunamis, tornadoes, wildfires, or other natural disasters;
• ↳(b) Pandemics and Public Health Emergencies: Epidemics, pandemics, quarantines, or government-imposed health measures;
• ↳(c) War and Civil Unrest: War, terrorism, insurrection, riots, civil disorder, or government emergency;
• ↳(d) Government Actions: Laws, regulations, orders, embargoes, sanctions, or other governmental actions restricting Evolvv's operations;
• ↳(e) Labor Disputes: Strikes, lockouts, or other labor disturbances affecting Evolvv or its service providers;
• ↳(f) Infrastructure Failures: Failure of telecommunications networks, internet backbone providers, or power grids;
• ↳(g) Cloud Provider Outages: Outages, disruptions, or failures of third-party cloud infrastructure providers (e.g., AWS, Google Cloud, Azure) hosting the Services;
• ↳(h) Cyber Attacks: Distributed denial of service (DDoS) attacks, ransomware attacks, or other malicious cyber activities targeting Evolvv or its infrastructure, despite Evolvv's implementation of reasonable security measures;
• ↳(i) Supply Chain Disruptions: Failure of third-party vendors, suppliers, or service providers critical to operation of the Services.

21.2 Suspension Without Liability

21.2.1 If a Force Majeure Event occurs:

• ↳(a) Evolvv's obligations under these Terms shall be suspended for the duration of the Force Majeure Event;
• ↳(b) Evolvv shall not be liable for any delay, failure to perform, or non-performance to the extent caused by the Force Majeure Event;
• ↳(c) Evolvv shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume normal operations as soon as reasonably practicable.

21.3 Notice and Mitigation

21.3.1 Evolvv shall:

• ↳(a) Notify Customer as soon as reasonably practicable after becoming aware of a Force Majeure Event;
• ↳(b) Provide updates on the status of the Force Majeure Event and expected resumption of Services;
• ↳(c) Take commercially reasonable steps to minimize the impact of the Force Majeure Event on Customer.

21.4 Right to Terminate for Prolonged Force Majeure

21.4.1 If a Force Majeure Event continues for more than thirty (30) consecutive days and materially affects Evolvv's ability to provide the Services:

• ↳(a) Customer's Right: Customer may terminate these Terms by providing written notice to Evolvv, effective immediately;
• ↳(b) Evolvv's Right: Evolvv may terminate these Terms by providing written notice to Customer with at least seven (7) days' advance notice;
• ↳(c) Refund: Upon termination due to prolonged Force Majeure, Evolvv shall refund to Customer a pro-rata portion of prepaid Fees for the unused portion of the Subscription Term affected by the Force Majeure Event.

21.5 No Excuse for Payment Obligations

• ↳21.5.1 Force Majeure Events do not excuse Customer's obligation to pay Fees for Services rendered prior to or after the Force Majeure Event.
• ↳21.5.2 Customer's payment obligations are suspended only during periods when Evolvv is completely unable to provide the Services due to the Force Majeure Event.

22.1 Evolvv's Right to Assign

• ↳22.1.1 Evolvv may freely assign, transfer, delegate, or sublicense these Terms and any of its rights or obligations hereunder, in whole or in part, without Customer's prior consent, to:
  • (a) Any Affiliate of Evolvv;
  • (b) Any successor in interest pursuant to a merger, acquisition, consolidation, or sale of all or substantially all of Evolvv's assets or business;
  • (c) Any third party as part of a corporate reorganization, divestiture, or financing transaction.
• ↳22.1.2 Upon any such assignment, Evolvv may, at its option:
  • (a) Remain liable for its obligations under these Terms (joint liability); or
  • (b) Be released from its obligations, with the assignee assuming all obligations (novation).

22.2 Customer's Restrictions on Assignment

• ↳22.2.1 Customer may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder, in whole or in part, without Evolvv's prior written consent, which may be granted or withheld in Evolvv's sole discretion.
• ↳22.2.2 Any attempted assignment by Customer in violation of this Section 22.2 shall be void and of no effect.
• ↳22.2.3 Evolvv may condition consent to assignment on:
  • (a) Payment of an administrative fee;
  • (b) Execution of new or amended Terms by the assignee;
  • (c) Verification of the assignee's creditworthiness or compliance status.

22.3 Change of Control

• ↳22.3.1 For purposes of these Terms, a "Change of Control" of Customer means:
  • (a) A merger, consolidation, or reorganization in which Customer is not the surviving entity;
  • (b) A sale, transfer, or disposition of more than fifty percent (50%) of Customer's voting securities or ownership interests;
  • (c) A sale, transfer, or lease of all or substantially all of Customer's assets.
• ↳22.3.2 Customer shall provide Evolvv with written notice of any Change of Control at least thirty (30) days in advance.
• ↳22.3.3 A Change of Control of Customer shall be deemed an assignment requiring Evolvv's consent under Section 22.2.

22.4 Effect of Permitted Assignment

• ↳22.4.1 Any permitted assignment shall bind and inure to the benefit of the parties and their respective successors and assigns.
• ↳22.4.2 References to "Evolvv" or "Customer" in these Terms shall include their respective permitted successors and assigns.

23.1 Governing Law

• ↳23.1.1 These Terms and any disputes arising out of or related to these Terms or use of the Services shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
• ↳23.1.2 The following statutes and regulations shall apply to the interpretation and enforcement of these Terms:
  • (a) Indian Contract Act, 1872;
  • (b) Information Technology Act, 2000;
  • (c) Digital Personal Data Protection Act, 2023;
  • (d) Specific Relief Act, 1963 (for injunctive relief);
  • (e) Any other applicable Indian laws and regulations.
• ↳23.1.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.

23.2 Exclusive Jurisdiction

• ↳23.2.1 Subject to Section 23.3 (Injunctive Relief), the parties irrevocably submit to the exclusive jurisdiction of the courts located in [Specify City, e.g., Gurugram, Haryana], India, for any dispute, claim, or controversy arising out of or relating to these Terms or the Services.
• ↳23.2.2 Each party irrevocably waives:
  • (a) Any objection to the venue of any action or proceeding in such courts on the grounds of inconvenient forum or otherwise;
  • (b) Any claim that such courts lack personal jurisdiction over such party.

23.3 Injunctive Relief

• ↳23.3.1 Notwithstanding Section 23.2, Evolvv may seek injunctive or other equitable relief in any court of competent jurisdiction to:
  • (a) Prevent or remedy any breach of Section 7 (Restrictions on Use);
  • (b) Protect Evolvv's intellectual property rights under Section 13;
  • (c) Enforce confidentiality obligations under Section 12;
  • (d) Prevent imminent harm to Evolvv's business or reputation.
• ↳23.3.2 Customer consents to the jurisdiction of any such court for purposes of seeking injunctive relief.

23.4 Waiver of Jury Trial

• ↳23.4.1 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

24.1 Severability

• ↳24.1.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction:
  • (a) Such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties;
  • (b) If such modification is not possible, the provision shall be severed from these Terms;
  • (c) The remaining provisions of these Terms shall continue in full force and effect and shall not be affected by the invalidity, illegality, or unenforceability of the severed provision.
• ↳24.1.2 The parties agree to replace any invalid, illegal, or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the original provision.

24.2 No Waiver

• ↳24.2.1 No failure, delay, or omission by either party in exercising any right, power, or remedy under these Terms shall:
  • (a) Constitute a waiver of such right, power, or remedy;
  • (b) Operate as a waiver of any other right, power, or remedy;
  • (c) Preclude any subsequent exercise of such right, power, or remedy.
• ↳24.2.2 No waiver shall be effective unless it is in writing and signed by the party against whom the waiver is asserted.
• ↳24.2.3 A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, whether of the same or a different nature.

24.3 Entire Agreement

• ↳24.3.1 These Terms, together with:
  • (a) The Privacy Policy (incorporated by reference);
  • (b) Any applicable Addenda (e.g., Electronic Signature Addendum, Enterprise Addendum, Data Processing Addendum);
  • (c) Any Order Forms or subscription agreements executed by the parties;

  constitute the entire agreement between Evolvv and Customer regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, representations, and proposals, whether written or oral, relating to such subject matter.

• ↳24.3.2 No terms or conditions stated in any Customer purchase order, procurement document, or similar document shall have any force or effect, even if acknowledged by Evolvv, unless expressly agreed to in writing by an authorized representative of Evolvv.
• ↳24.3.3 In the event of a conflict between these Terms and any Addendum:
  • (a) The Addendum shall control with respect to its specific subject matter;
  • (b) These Terms shall control with respect to all other matters.

24.4 Amendments

• ↳24.4.1 Except as expressly provided in Section 2.4 (Acceptance of Updates):
  • (a) These Terms may not be amended, modified, or supplemented except by a written agreement signed by authorized representatives of both parties;
  • (b) Electronic or digital signatures shall be deemed equivalent to handwritten signatures for purposes of amendments.
• ↳24.4.2 Evolvv may update or modify these Terms from time to time by posting revised Terms on the platform and providing notice to Customer as set forth in Section 2.4.

25.1 Notice Requirements

• ↳25.1.1 All notices, requests, consents, and other communications required or permitted under these Terms ("Notices") shall be in writing and shall be deemed given when:
  • (a) Email: Sent via email to the email address on record for the receiving party, deemed received upon confirmation of delivery or twenty-four (24) hours after sending, whichever occurs first;
  • (b) In-Platform Notification: Posted within the Services interface and Customer logs in, deemed received upon Customer's next login;
  • (c) Courier or Registered Mail: Delivered by courier or registered mail to the receiving party's address on record, deemed received upon delivery or three (3) business days after mailing, whichever occurs first.

25.2 Notice Addresses

• ↳25.2.1 For Customer:

  Notices to Customer shall be sent to:

  • (a) The email address provided during registration; or
  • (b) Such other email address as Customer may designate by providing written notice to Evolvv.
• ↳25.2.2 For Evolvv:

  Notices to Evolvv shall be sent to:

  Evolvv Software LLP

  [Insert Physical Address]

  Email: legal@evolvv.app

  Support Email: support@evolvv.app

  Or such other address as Evolvv may designate by providing written notice to Customer.

25.3 Electronic Notice Validity

• ↳25.3.1 Customer consents to receive all Notices electronically, including:
  • (a) Updates to these Terms;
  • (b) Billing and payment notices;
  • (c) Service announcements and maintenance notifications;
  • (d) Security alerts and breach notifications;
  • (e) Legal notices and termination notices.
• ↳25.3.2 Electronic Notices shall have the same legal effect as Notices delivered in physical form.
• ↳25.3.3 Customer is responsible for:
  • (a) Maintaining an accurate and current email address on file with Evolvv;
  • (b) Ensuring that emails from Evolvv are not blocked by spam filters or firewalls;
  • (c) Checking email regularly for important Notices.

25.4 Effective Date of Notices

• ↳25.4.1 Except as otherwise specified, Notices shall be deemed effective:
  • (a) For email: Upon confirmation of delivery or twenty-four (24) hours after sending;
  • (b) For in-platform notifications: Upon Customer's next login after posting;
  • (c) For courier/mail: Upon delivery or three (3) business days after mailing.

25.5 Changes to Contact Information

• ↳25.5.1 Either party may change its contact information for Notices by providing written notice to the other party at least ten (10) days in advance.
• ↳25.5.2 Notices sent to outdated contact information shall still be deemed effective if sent in good faith.

26.1 Continuous Improvement and Updates

• ↳26.1.1 Evolvv continuously improves the Services and may, at its discretion:
  • (a) Release updates, enhancements, new features, and improvements to the Services;
  • (b) Modify, add, or remove functionality;
  • (c) Update user interfaces, workflows, and user experiences;
  • (d) Optimize performance, security, and scalability.
• ↳26.1.2 Customer acknowledges and agrees that:
  • (a) The Services are provided on a subscription basis and are subject to ongoing updates and modifications;
  • (b) Updates are part of the Services and are included in the subscription Fees;
  • (c) No additional Fees shall be charged for updates, enhancements, or new features released during the Subscription Term, unless such features are designated as premium add-ons or higher-tier plan features.

26.2 Coverage of Future Upgrades

• ↳26.2.1 All updates, upgrades, enhancements, and new features released by Evolvv during Customer's active Subscription Term shall be automatically available to Customer at no additional cost, subject to:
  • (a) Customer's subscription plan tier (certain features may be available only on higher-tier plans);
  • (b) Customer's compliance with these Terms;
  • (c) Technical compatibility and system requirements.
• ↳26.2.2 Customer is not required to accept or use new features, but Evolvv is not obligated to maintain backward compatibility with deprecated features or versions.

26.3 Scheduled Maintenance

• ↳26.3.1 Evolvv may perform scheduled maintenance on the Services, including:
  • (a) Software updates and patches;
  • (b) Infrastructure upgrades;
  • (c) Security enhancements;
  • (d) Database optimization and backups.
• ↳26.3.2 Evolvv shall:
  • (a) Provide advance notice of scheduled maintenance at least twenty-four (24) hours prior to the maintenance window, except in cases of emergency maintenance;
  • (b) Communicate maintenance schedules via:
    • Email notification to Customer's registered email address
    • In-platform notification banner
    • Status page at [status.evolvv.app] (if available)
  • (c) Endeavor to schedule maintenance during off-peak hours (e.g., late night or early morning hours in Customer's time zone) to minimize disruption;
  • (d) Minimize the duration of maintenance windows to the extent reasonably practicable.
• ↳26.3.3 Customer acknowledges that:
  • (a) The Services may be partially or fully unavailable during scheduled maintenance windows;
  • (b) Evolvv is not liable for any unavailability, data loss, or disruption during scheduled maintenance;
  • (c) Maintenance windows do not constitute a breach of these Terms or give rise to any refund or credit.

26.4 Emergency Maintenance and Unscheduled Outages

• ↳26.4.1 Evolvv may perform emergency maintenance without advance notice if:
  • (a) Immediate action is necessary to protect the security, integrity, or availability of the Services;
  • (b) A critical vulnerability or security threat is discovered;
  • (c) Infrastructure failures or outages require immediate remediation.
• ↳26.4.2 In cases of emergency maintenance, Evolvv shall:
  • (a) Notify Customer as soon as reasonably practicable after commencing emergency maintenance;
  • (b) Provide updates on the status and expected resolution time;
  • (c) Restore Services as quickly as possible.
• ↳26.4.3 Customer acknowledges that:
  • (a) Emergency maintenance may occur at any time without prior notice;
  • (b) Evolvv is not liable for any unavailability or disruption during emergency maintenance;
  • (c) Emergency maintenance is necessary to protect the Services and all customers.

26.5 Communication of Releases

• ↳26.5.1 Evolvv shall communicate new releases, features, and significant updates to Customer via:
  • (a) Email notifications for major releases or features;
  • (b) In-platform notifications or release notes displayed within the Services interface;
  • (c) Blog posts or announcements on the Evolvv website;
  • (d) Product changelog accessible within the Services or at [evolvv.app/changelog].
• ↳26.5.2 Customer is encouraged to review release notes and announcements to stay informed about new features, changes, and best practices.

26.6 No Obligation to Maintain Legacy Features

• ↳26.6.1 Evolvv reserves the right to:
  • (a) Deprecate or discontinue features, functionality, or integrations that are no longer widely used or that impose security or maintenance burdens;
  • (b) Require migration to updated features or workflows;
  • (c) Remove support for legacy file formats, APIs, or integrations.
• ↳26.6.2 Evolvv shall provide reasonable advance notice (typically at least ninety (90) days) before discontinuing any material features, except where:
  • (a) Immediate discontinuation is necessary for security reasons;
  • (b) The feature is used by fewer than five percent (5%) of active customers;
  • (c) Continued support is technically or commercially infeasible.
• ↳26.6.3 Customer is responsible for migrating to updated features or alternative solutions before the deprecation deadline.

27.1 Evolvv's Security Measures

• ↳27.1.1 Evolvv implements and maintains commercially reasonable technical and organizational security measures designed to protect the Services and Customer Data, including but not limited to:
  • (a) Encryption: Data encryption in transit (using TLS/SSL) and at rest (using industry-standard encryption algorithms);
  • (b) Access Controls: Role-based access controls, authentication mechanisms, and least-privilege principles;
  • (c) Network Security: Firewalls, intrusion detection and prevention systems, and network segmentation;
  • (d) Monitoring and Logging: Security monitoring, anomaly detection, and audit logging of access and activities;
  • (e) Incident Response: Incident response procedures and security incident management protocols;
  • (f) Vulnerability Management: Regular security assessments, penetration testing, and vulnerability scanning;
  • (g) Employee Training: Security awareness training for employees and contractors with access to systems.

27.2 No Guarantee of Immunity from Cyber Attacks

• ↳27.2.1 Customer acknowledges and agrees that:
  • (a) No System is Completely Secure: Despite Evolvv's implementation of reasonable security measures, no system connected to the internet is immune from cyber attacks, security breaches, or unauthorized access;
  • (b) Evolving Threat Landscape: Cyber threats are constantly evolving, and new attack vectors, vulnerabilities, and techniques emerge regularly;
  • (c) Third-Party Dependencies: The Services rely on third-party infrastructure providers, which may themselves be subject to cyber attacks or security incidents beyond Evolvv's control.
• ↳27.2.2 Evolvv does not warrant or guarantee that:
  • (a) The Services will be free from security vulnerabilities, malware, or unauthorized access;
  • (b) Customer Data will be completely protected from cyber attacks, breaches, or interception;
  • (c) Security incidents will never occur.

27.3 Disclaimer of Liability for Cyber Attacks

• ↳27.3.1 Evolvv shall not be liable for any loss, damage, or liability arising from or related to:
  • (a) Cyber Attacks Targeting Evolvv: Distributed denial of service (DDoS) attacks, ransomware attacks, malware infections, hacking attempts, or other malicious cyber activities targeting Evolvv's infrastructure or the Services;
  • (b) Cyber Attacks Targeting Customer: Phishing attacks, social engineering, credential theft, or other attacks targeting Customer, Authorized Users, or Customer's infrastructure;
  • (c) Third-Party Security Incidents: Security breaches, outages, or vulnerabilities affecting third-party service providers, cloud infrastructure providers, or other vendors;
  • (d) Zero-Day Vulnerabilities: Exploitation of previously unknown vulnerabilities (zero-day exploits) for which no patch or mitigation was available at the time of the attack;
  • (e) Advanced Persistent Threats: Sophisticated, targeted attacks by state-sponsored actors, organized crime groups, or advanced threat actors.
• ↳27.3.2 This disclaimer applies even if Evolvv was negligent in implementing or maintaining security measures, except in cases of willful misconduct or gross negligence (to the extent such liability cannot be disclaimed under applicable law).

27.4 Shared Responsibility Model

• ↳27.4.1 Security is a shared responsibility between Evolvv and Customer:
  • (a) Evolvv's Responsibilities:
    • Securing the infrastructure, platform, and application layers of the Services
    • Implementing security measures as described in Section 27.1
    • Monitoring for and responding to security incidents affecting the Services
  • (b) Customer's Responsibilities:
    • Maintaining the security of account credentials and access controls
    • Implementing appropriate security measures for Customer's devices, networks, and endpoints
    • Training Authorized Users on security best practices (e.g., recognizing phishing, using strong passwords)
    • Monitoring for and reporting suspicious activity or security incidents
    • Ensuring Customer Data is appropriately classified and protected
• ↳27.4.2 Customer acknowledges that many security breaches result from Customer-side vulnerabilities, including:
  • Weak, reused, or compromised passwords
  • Phishing attacks targeting Authorized Users
  • Unpatched or outdated devices and software
  • Insider threats or unauthorized access by employees
• ↳27.4.3 Evolvv is not responsible for security incidents arising from Customer's failure to implement adequate security measures.

27.5 Security Incident Notification

• ↳27.5.1 If Evolvv becomes aware of a security incident that results in unauthorized access to or disclosure of Customer Data, Evolvv shall:
  • (a) Notify Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware of the incident, unless a shorter timeframe is required by applicable law;
  • (b) Provide information about the nature and scope of the incident, to the extent known;
  • (c) Take reasonable steps to investigate, contain, and remediate the incident.
• ↳27.5.2 Evolvv's notification obligations do not constitute an admission of fault or liability.
• ↳27.5.3 Customer is responsible for:
  • (a) Assessing the impact of the incident on Customer's business and data principals;
  • (b) Notifying affected individuals, regulators, or authorities as required by applicable law;
  • (c) Taking any remedial actions required under applicable law (e.g., under the DPDP Act).

27.6 Limitation on Security Liability

• ↳27.6.1 Subject to Section 20 (Limitation of Liability), Evolvv's liability for security incidents, including cyber attacks, shall be limited to the maximum extent permitted by law.
• ↳27.6.2 Customer acknowledges that the Fees reflect the allocation of security risk between the parties and that higher levels of security assurance would require significantly higher Fees and enterprise-grade security commitments (e.g., in an Enterprise Addendum).

28.1 Applicability

• ↳28.1.1 The provisions of this Section 28 apply only to Customers subscribed to an Enterprise Plan unless otherwise agreed in a separate Enterprise Addendum.
• ↳28.1.2 If there is a conflict between this Section 28 and any other provision of these Terms, this Section 28 shall control for Enterprise Customers.

28.2 Authorized Users

• ↳28.2.1 Enterprise Customers are responsible for:
  • (a) Managing Authorized Users: Adding, removing, and managing Authorized Users within the organization, including assigning roles, permissions, and access levels;
  • (b) Ensuring Compliance: Ensuring that all employees, contractors, and agents who access the Services as Authorized Users comply with these Terms, including acceptable use policies and security requirements;
  • (c) All Activity: All activity performed under the Enterprise Customer's account by any Authorized User, whether authorized or unauthorized, including breaches of these Terms, security incidents, or misuse of the Services.
• ↳28.2.2 Enterprise Customers shall:
  • (a) Implement appropriate internal policies, training, and access controls for Authorized Users;
  • (b) Promptly deactivate or remove access for Authorized Users who no longer require access (e.g., upon termination of employment);
  • (c) Monitor Authorized User activity for compliance and security purposes.
• ↳28.2.3 Evolvv is not responsible for:
  • (a) Verifying the identity or authority of Authorized Users;
  • (b) Monitoring or enforcing Enterprise Customer's internal policies;
  • (c) Unauthorized use by Authorized Users resulting from Enterprise Customer's failure to manage access appropriately.

28.3 No Business Outcome Guarantee

• ↳28.3.1 Evolvv does not guarantee any specific business outcomes, results, or performance improvements from use of the Services, including but not limited to:
  • (a) Revenue Outcomes: Increased revenue, sales, or profitability;
  • (b) Process Efficiency Gains: Faster invoice processing, reduced manual work, or time savings;
  • (c) Regulatory Compliance: Compliance with tax laws, accounting standards, or industry-specific regulations;
  • (d) Error-Free Automation: Elimination of errors, mistakes, or inaccuracies in automated workflows.
• ↳28.3.2 The Services are tools designed to assist Enterprise Customer in managing workflows, and not outcomes or guarantees of specific results.
• ↳28.3.3 Enterprise Customer is solely responsible for:
  • (a) Determining whether the Services are suitable for Enterprise Customer's use cases;
  • (b) Configuring and using the Services appropriately to achieve Enterprise Customer's objectives;
  • (c) Validating the accuracy and completeness of outputs generated by the Services.

28.4 Data Processing Role

• ↳28.4.1 Default Roles

  Unless otherwise agreed in a separate Data Processing Addendum (DPA):

  • (a) Enterprise Customer is the Data Controller: Enterprise Customer determines the purposes and means of processing Personal Data contained in Customer Data;
  • (b) Evolvv is the Data Processor: Evolvv processes Personal Data solely on behalf of and in accordance with Enterprise Customer's instructions.
• ↳28.4.2 Enterprise Customer Responsibilities

  Enterprise Customer is responsible for:

  • (a) Lawful Data Collection: Ensuring that Enterprise Customer has a lawful basis under the DPDP Act and other applicable data protection laws to collect and process all Personal Data submitted to the Services;
  • (b) Consent Management: Obtaining all necessary consents from data principals (individuals) for:
    • Collection of their Personal Data
    • Disclosure to Evolvv as a processor
    • Processing by Evolvv
    • Cross-border transfer (if applicable)
  • (c) Data Subject Rights: Responding to data subject requests (access, erasure, rectification, etc.) and ensuring compliance with data principal rights under applicable law;
  • (d) Data Accuracy: Ensuring that Personal Data is accurate, complete, and up to date;
  • (e) Data Minimization: Ensuring that only necessary Personal Data is collected and processed;
  • (f) Privacy Notices: Providing clear and comprehensive privacy notices to data principals.
• ↳28.4.3 Enterprise Customer represents and warrants that:
  • (a) Enterprise Customer has obtained all necessary consents and has a lawful basis for all processing;
  • (b) Personal Data submitted to the Services complies with applicable data protection laws;
  • (c) Enterprise Customer has the authority to instruct Evolvv to process Personal Data as contemplated by these Terms.

28.5 Security Limitations

• ↳28.5.1 While Evolvv applies commercially reasonable security safeguards as described in Section 27:
  • (a) Evolvv does not warrant immunity from security breaches, cyber attacks, or unauthorized access;
  • (b) Evolvv is not liable for security incidents arising from:
    • Customer-side security failures (e.g., weak passwords, phishing attacks targeting Authorized Users)
    • Third-party infrastructure failures
    • Zero-day vulnerabilities or advanced persistent threats
    • Force majeure events or circumstances beyond Evolvv's control
• ↳28.5.2 Enterprise Customer acknowledges that:
  • (a) Security is a shared responsibility as described in Section 27.4;
  • (b) Enterprise Customer is responsible for implementing appropriate security measures for its devices, networks, and infrastructure;
  • (c) No cloud-based service can guarantee absolute security.

28.6 Service Levels

• ↳28.6.1 Unless a separate Service Level Agreement (SLA) has been executed by both parties:
  • (a) No Guaranteed Uptime: Evolvv does not guarantee any specific uptime percentage or availability target (e.g., 99.9% uptime);
  • (b) No Response-Time Commitments: Evolvv does not guarantee specific response times for support requests or incident resolution;
  • (c) No Availability Warranties: Evolvv provides the Services on an "as available" basis and does not warrant uninterrupted or error-free operation.
• ↳28.6.2 Enterprise Customers seeking guaranteed service levels must execute a separate SLA, which:
  • (a) Specifies uptime targets, response times, and escalation procedures;
  • (b) Defines service credits or remedies for failure to meet service levels;
  • (c) May be subject to additional Fees.
• ↳28.6.3 In the absence of a signed SLA, the disclaimers and limitations in Section 19 (Disclaimer of Warranties) and Section 20 (Limitation of Liability) apply in full.

28.7 Compliance and Audits

• ↳28.7.1 Cooperation with Government Requests

  Evolvv may:

  • (a) Cooperate with lawful requests from government authorities, law enforcement agencies, courts, or regulatory bodies;
  • (b) Disclose Customer Data or information about Enterprise Customer's use of the Services if required by law, court order, or regulatory demand;
  • (c) Provide advance notice to Enterprise Customer where legally permitted and reasonably practicable, to enable Enterprise Customer to seek protective orders or confidential treatment.
• ↳28.7.2 Suspension for Regulatory or Legal Risk

  Evolvv may suspend Enterprise Customer's account if:

  • (a) Evolvv reasonably believes Enterprise Customer's use of the Services poses regulatory, legal, or reputational risk to Evolvv;
  • (b) Evolvv is directed to suspend access by a court, regulator, or law enforcement authority;
  • (c) Enterprise Customer's use violates applicable laws, sanctions, or export controls.
• ↳28.7.3 No Obligation to Support Customer Audits
  • (a) Evolvv is not obligated to support or facilitate audits of the Services by Enterprise Customer, Enterprise Customer's auditors, or third-party assessors unless contractually agreed in a separate agreement (e.g., Enterprise Addendum, DPA, or audit rights agreement);
  • (b) If audit rights are granted in a separate agreement, such audits shall be subject to:
    • Reasonable advance notice (typically at least thirty (30) days)
    • Mutually agreed scope and timing
    • Confidentiality obligations
    • Reimbursement of Evolvv's costs incurred in supporting the audit
  • (c) Evolvv may provide security certifications, third-party audit reports (e.g., SOC 2), or compliance documentation in lieu of direct audits, at Evolvv's discretion.

28.8 Limitation of Liability (Enterprise)

• ↳28.8.1 Unless otherwise agreed in writing in a separate Enterprise Addendum:
  • (a) The limitation of liability provisions in Section 20 apply in full to Enterprise Customers;
  • (b) No expanded liability cap or indemnification obligations are implied by virtue of Enterprise Plan subscription;
  • (c) Enterprise Customers seeking higher liability limits or expanded indemnities must negotiate such terms in a separate Enterprise Addendum.
• ↳28.8.2 Enterprise Customer acknowledges that the Fees for the Enterprise Plan reflect the standard limitations of liability in Section 20, and that higher liability limits would require significantly higher Fees.

29.1 Language

• ↳29.1.1 These Terms are executed in the English language.
• ↳29.1.2 In the event of any conflict or inconsistency between an English-language version of these Terms and any translation into another language, the English-language version shall prevail.

29.2 Relationship of the Parties

• ↳29.2.1 The relationship between Evolvv and Customer is that of independent contractors.
• ↳29.2.2 Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
• ↳29.2.3 Neither party has authority to bind the other party or to incur obligations on behalf of the other party without prior written consent.

29.3 Export Compliance

• ↳29.3.1 Customer agrees to comply with all applicable export control laws and regulations, including but not limited to the Export Control Order, 2016, and any other Indian export control laws.
• ↳29.3.2 Customer shall not export, re-export, or transfer the Services or any technical data derived from the Services to any prohibited country, entity, or individual.

29.4 Government Users

• ↳29.4.1 If Customer is a government entity, government contractor, or is using the Services on behalf of a government entity:
  • (a) The Services are "commercial computer software" and "commercial computer software documentation" as defined in applicable government procurement regulations;
  • (b) Use, duplication, or disclosure by the government is subject to the restrictions set forth in these Terms;
  • (c) Additional terms and conditions may be required, to be negotiated separately.

29.5 Feedback and Product Suggestions

• ↳29.5.1 In addition to the Feedback provisions in Section 13.2, Customer acknowledges that:
  • (a) Evolvv may use Customer's feedback, suggestions, and product enhancement requests to improve the Services for all customers;
  • (b) Features or enhancements suggested by Customer may be made available to all customers, including Customer's competitors;
  • (c) Customer has no exclusive rights to any features developed based on Customer's feedback.

29.6 Accessibility

• ↳29.6.1 Evolvv endeavors to make the Services accessible to users with disabilities, but does not warrant compliance with any specific accessibility standards (e.g., WCAG 2.1).
• ↳29.6.2 Customers requiring specific accessibility features should contact Evolvv to discuss available accommodations.

29.7 Contact Information

30.1 No Automatic Knowledge Transfer

• ↳30.1.1 These Terms do not include any obligation on Evolvv's part to transfer knowledge, technical documentation, source code, proprietary methodologies, or training materials to Customer, except as expressly provided in this Section 30 or as separately agreed in writing.

30.2 Transition Assistance Upon Termination

• ↳30.2.1 Standard Transition Assistance

  Upon termination or expiration of these Terms, Evolvv shall provide the following standard transition assistance at no additional charge:

  • (a) Data Export Capability: During the thirty (30) day Retrieval Period specified in Section 17.4.2, Customer may export Customer Data in standard formats (CSV, JSON, PDF) via the Services interface;
  • (b) Export Documentation: Evolvv shall provide documentation describing available export formats, data schemas, and export procedures;
  • (c) Standard Support: Evolvv shall respond to Customer support requests related to data export during the Retrieval Period in accordance with standard support response times.
• ↳30.2.2 Enhanced Transition Assistance (Fee-Based)

  Customer may request enhanced transition assistance for an additional fee, including:

  • (a) Assisted Data Migration: Evolvv personnel assisting with bulk data export, format conversion, or migration to alternative systems;
  • (b) Custom Export Formats: Generating exports in custom formats or schemas not supported by standard export functionality;
  • (c) Extended Retrieval Period: Extending the Retrieval Period beyond thirty (30) days;
  • (d) Workflow Documentation: Providing documentation of Customer's custom workflows, automation rules, or configurations;
  • (e) Migration Consultation: Consulting services to assist Customer in migrating to alternative solutions.
• ↳30.2.3 Enhanced transition assistance shall be:
  • (a) Subject to a separate Statement of Work (SOW) or professional services agreement;
  • (b) Billed at Evolvv's then-current professional services rates;
  • (c) Subject to resource availability and scheduling;
  • (d) Limited to a maximum period of sixty (60) days following termination unless otherwise agreed.

30.3 No Source Code or Technology Transfer

• ↳30.3.1 Evolvv shall not, under any circumstances, provide Customer with:
  • (a) Source code for the Services or any component thereof;
  • (b) Technical architecture documentation, system design documents, or infrastructure specifications;
  • (c) Proprietary algorithms, business logic, or computational methods;
  • (d) AI/ML model architectures, trained model weights, or training datasets;
  • (e) API keys, credentials, or access to Evolvv's internal systems or infrastructure.
• ↳30.3.2 Customer acknowledges that the Services are provided as a hosted, cloud-based solution only, and that no license to underlying technology, source code, or intellectual property is granted beyond the limited license specified in Section 6.

30.4 Documentation and Training

• ↳30.4.1 Standard Documentation

  Evolvv provides the following documentation at no additional charge:

  • (a) User Guides: End-user documentation accessible within the Services or at [docs.evolvv.app];
  • (b) Knowledge Base: Self-service articles, FAQs, and tutorials;
  • (c) API Documentation: For plans that include API access, technical documentation for using Evolvv's APIs;
  • (d) Release Notes: Documentation of new features, updates, and changes.
• ↳30.4.2 Training Services
  • (a) Self-Service Training: Evolvv provides video tutorials, webinars, and written guides at no additional charge;
  • (b) Live Training Sessions: Customer may request live training sessions (onboarding, administrator training, end-user training) for an additional fee, subject to:
    • Separate training services agreement or SOW
    • Evolvv's then-current training rates
    • Availability and scheduling
  • (c) Enterprise Training: Enterprise Plan customers may receive a specified number of complimentary training sessions as part of their subscription, as set forth in the applicable Enterprise Addendum.
• ↳30.4.3 Custom Documentation: Evolvv is not obligated to create custom documentation, training materials, or implementation guides specific to Customer's use case unless separately contracted as professional services.

30.5 Knowledge Retention by Customer

• ↳30.5.1 Customer is solely responsible for:
  • (a) Training its own Authorized Users on how to use the Services;
  • (b) Documenting Customer's internal processes, workflows, and configurations;
  • (c) Maintaining institutional knowledge about how Customer uses the Services;
  • (d) Ensuring knowledge continuity in the event of employee turnover or organizational changes.
• ↳30.5.2 Evolvv has no obligation to preserve or recreate knowledge about Customer's specific use of the Services after termination.

30.6 No Obligation to Support Migration

• ↳30.6.1 Evolvv has no obligation to:
  • (a) Assist Customer in migrating to competitive or alternative platforms;
  • (b) Provide integration assistance with third-party systems or services;
  • (c) Convert data into formats compatible with competitive products;
  • (d) Provide consulting or advisory services regarding alternative solutions.
• ↳30.6.2 Any such assistance, if provided, shall be subject to separate agreement and fees.

31.1 No Standard Escrow Arrangement

• ↳31.1.1 These Terms do not include any source code escrow, technology escrow, or intellectual property escrow arrangement.
• ↳31.1.2 Evolvv is not obligated to deposit source code, technical documentation, or other proprietary materials with any escrow agent.

31.2 Enterprise Escrow Arrangements (Optional)

• ↳31.2.1 Enterprise Customers may request a source code escrow arrangement, subject to:
  • (a) Execution of a separate Escrow Agreement between Evolvv, Customer, and a mutually agreed third-party escrow agent;
  • (b) Payment of:
    • Initial escrow setup fees
    • Annual escrow maintenance fees
    • Escrow agent fees
    • Evolvv's administrative costs
  • (c) Escrow release conditions limited to:
    • Evolvv ceasing business operations (bankruptcy, liquidation)
    • Evolvv discontinuing the Services entirely and permanently
    • Material breach by Evolvv of a separate Enterprise Addendum with Service Level Agreements
• ↳31.2.2 Escrow arrangements, if agreed, shall:
  • (a) Be governed by a separate Escrow Agreement executed by all parties;
  • (b) Include confidentiality and use restrictions on escrowed materials;
  • (c) Limit Customer's use of escrowed materials solely to continuing use of the Services for Customer's internal purposes (no competitive use, no redistribution);
  • (d) Require verification of release conditions by the escrow agent before release.

31.3 Limitations on Escrowed Materials

• ↳31.3.1 Even if an escrow arrangement is established:
  • (a) Escrowed materials shall include only source code necessary to operate the core Services, and shall not include:
    • Third-party proprietary components or libraries
    • AI/ML models, training data, or model architectures
    • Trade secrets or proprietary algorithms (may be redacted)
    • Infrastructure configuration or operational documentation
  • (b) Escrowed materials shall be deposited on a periodic basis (e.g., quarterly) and may not reflect the most current version of the Services;
  • (c) Evolvv provides no warranty that escrowed materials are complete, compilable, or usable;
  • (d) Customer acknowledges that operating the Services using escrowed materials may require significant technical expertise, infrastructure, and third-party licenses.

32.1 Maintenance Obligations

• ↳32.1.1 Included Maintenance

  As part of the subscription Fees, Evolvv shall provide ongoing maintenance of the Services, including:

  • (a) Bug Fixes: Correcting material defects, errors, or malfunctions in the Services;
  • (b) Security Patches: Applying security updates and patches to address vulnerabilities;
  • (c) Performance Optimization: Maintaining and optimizing the performance, scalability, and reliability of the Services;
  • (d) Infrastructure Maintenance: Maintaining underlying infrastructure, servers, databases, and networks;
  • (e) Compatibility Updates: Updating the Services to maintain compatibility with supported browsers, operating systems, and devices;
  • (f) Regulatory Updates: Updating the Services to reflect changes in applicable laws or regulations that have widespread applicability (e.g., changes to GST rates).
• ↳32.1.2 Scope of Maintenance
  • (a) Maintenance is performed at Evolvv's discretion and according to Evolvv's internal prioritization and roadmap;
  • (b) Evolvv determines which issues constitute "material defects" requiring correction;
  • (c) Evolvv is not obligated to:
    • Fix issues caused by Customer's misuse or customization
    • Maintain compatibility with unsupported or deprecated browsers, devices, or operating systems
    • Implement features or changes requested by Customer
    • Maintain compatibility with third-party services that change their APIs or terms

32.2 Support Services

• ↳32.2.1 Standard Support (Included)

  All plans include standard support, which consists of:

  • (a) Email Support: Customer may submit support requests via email to support@evolvv.app;
  • (b) Support Portal: Access to a web-based support portal for submitting and tracking support tickets;
  • (c) Response Times: Evolvv shall use commercially reasonable efforts to respond to support requests within:
    • Critical issues (Service unavailable, data loss): 4 business hours
    • High priority issues (Major functionality impaired): 8 business hours
    • Medium priority issues (Minor functionality impaired): 2 business days
    • Low priority issues (Questions, how-to requests): 3 business days
  • (d) Support Hours: Support is available during Evolvv's standard business hours: 9:00 AM to 6:00 PM IST, Monday through Friday, excluding Indian public holidays.
• ↳32.2.2 Response Time Disclaimer
  • (a) Response times specified in Section 32.2.1(c) are targets, not guarantees;
  • (b) "Response" means Evolvv's initial acknowledgment of the support request, not resolution of the issue;
  • (c) Resolution times depend on the complexity and nature of the issue;
  • (d) Evolvv does not guarantee that all issues can be resolved.
• ↳32.2.3 Enhanced Support (Enterprise)

  Enterprise Plan customers may receive enhanced support, which may include:

  • (a) Priority Support: Faster response times than standard support;
  • (b) Dedicated Support Contact: A named support contact or account manager;
  • (c) Phone Support: Access to telephone support in addition to email;
  • (d) Extended Support Hours: Support outside standard business hours, including evenings or weekends;
  • (e) Proactive Monitoring: Proactive monitoring and issue identification.

  Enhanced support terms shall be specified in a separate Enterprise Addendum or Service Level Agreement.

• ↳32.2.4 Exclusions from Support

  Evolvv is not obligated to provide support for:

  • (a) Third-Party Services: Issues arising from third-party integrations, services, or software;
  • (b) Custom Integrations: Custom integrations or modifications made by Customer;
  • (c) User Error: Issues caused by Customer's or Authorized Users' misuse, negligence, or failure to follow documentation;
  • (d) Unsupported Configurations: Use of the Services with unsupported browsers, devices, or configurations;
  • (e) Out-of-Scope Requests: Requests for training, consulting, customization, or feature development (these are professional services, not support);
  • (f) Terminated Accounts: Support for accounts that have been suspended or terminated for non-payment or breach.

32.3 Maintenance Windows and Service Interruptions

• ↳32.3.1 Scheduled Maintenance: As specified in Section 26.3, Evolvv may perform scheduled maintenance that temporarily interrupts the Services.
• ↳32.3.2 Emergency Maintenance: As specified in Section 26.4, Evolvv may perform emergency maintenance without advance notice.
• ↳32.3.3 No Uptime Guarantee

  Unless a separate Service Level Agreement has been executed:

  • (a) Evolvv does not guarantee any specific uptime percentage;
  • (b) Customer acknowledges that the Services may be unavailable from time to time due to maintenance, infrastructure failures, or other causes;
  • (c) Service interruptions do not entitle Customer to refunds or credits unless expressly provided in a separate SLA.

32.4 End-of-Life and Feature Deprecation

• ↳32.4.1 Evolvv reserves the right to discontinue, deprecate, or phase out features, functionality, or entire versions of the Services, subject to:
  • (a) Reasonable advance notice (typically ninety (90) days for material features);
  • (b) Provision of migration paths or alternative features where feasible;
  • (c) Continued support for deprecated features during the notice period.
• ↳32.4.2 Customer acknowledges that:
  • (a) Software-as-a-Service products evolve continuously, and features may be added, modified, or removed;
  • (b) Evolvv is not obligated to maintain legacy features indefinitely;
  • (c) Evolvv may prioritize modern, widely-used features over legacy functionality.

32.5 No Obligation to Customize

• ↳32.5.1 Evolvv has no obligation to:
  • (a) Customize the Services to meet Customer's specific requirements;
  • (b) Develop features requested by Customer;
  • (c) Implement integrations with Customer's internal systems or third-party tools;
  • (d) Modify workflows, reports, or user interfaces to match Customer's preferences.
• ↳32.5.2 Any customization, if agreed, shall be subject to separate professional services agreements and fees.

33.1 Backup and Disaster Recovery

• ↳33.1.1 Evolvv's Backup Practices

  Evolvv maintains backup and disaster recovery capabilities for the Services, including:

  • (a) Regular Backups: Evolvv performs regular backups of Customer Data stored in the Services;
  • (b) Geographic Redundancy: Backups may be stored in geographically redundant data centers to protect against regional outages;
  • (c) Recovery Procedures: Evolvv maintains internal disaster recovery procedures to restore Services in the event of infrastructure failures, natural disasters, or other catastrophic events.
• ↳33.1.2 Limitations on Backup and Recovery
  • (a) No Backup Guarantee: Evolvv does not guarantee that backups are complete, current, or recoverable in all circumstances;
  • (b) Recovery Time Objectives: Unless specified in a separate SLA, Evolvv does not guarantee any specific Recovery Time Objective (RTO) or Recovery Point Objective (RPO);
  • (c) No Point-in-Time Recovery: Evolvv is not obligated to restore Customer Data to a specific point in time (e.g., "restore my data as it was on March 15 at 3:00 PM");
  • (d) No Customer-Initiated Recovery: Customer cannot request restoration of backups except in the case of a Service-wide disaster or data loss event affecting multiple customers;
  • (e) Backup Retention: Backups are retained for a limited period (typically 30 days) and may not be available after that period.
• ↳33.1.3 Customer's Backup Responsibility
  • (a) Customer is Solely Responsible for Backups: Customer acknowledges that Evolvv's backup capabilities are for Evolvv's internal disaster recovery purposes and are not a substitute for Customer's own backup and data retention obligations;
  • (b) Customer Must Maintain Independent Backups: Customer is strongly advised to:
    • Regularly export and backup Customer Data independently
    • Maintain offline or third-party backups
    • Test backup and recovery procedures
  • (c) No Liability for Data Loss: As specified in Section 20.2, Evolvv is not liable for data loss, corruption, or unavailability, regardless of cause.

33.2 Business Continuity

• ↳33.2.1 Evolvv maintains business continuity plans to address:
  • (a) Infrastructure failures or outages;
  • (b) Natural disasters, pandemics, or other force majeure events;
  • (c) Security incidents or cyber attacks;
  • (d) Loss of key personnel or facilities.
• ↳33.2.2 However, Evolvv does not guarantee:
  • (a) That business continuity plans will be effective in all circumstances;
  • (b) Any specific continuity objectives (e.g., maximum tolerable downtime);
  • (c) That the Services will remain available during all disaster scenarios.
• ↳33.2.3 Unless specified in a separate Enterprise Addendum or SLA, Customer has no right to:
  • (a) Review or audit Evolvv's business continuity plans;
  • (b) Participate in disaster recovery testing;
  • (c) Require specific business continuity measures.

34.1 Adaptation to Regulatory Changes

• ↳34.1.1 Evolvv shall use commercially reasonable efforts to update the Services to comply with changes in applicable laws and regulations that:
  • (a) Have widespread applicability across Evolvv's customer base (e.g., changes to GST rates, DPDP Act requirements);
  • (b) Require modifications to the core Services platform;
  • (c) Are announced with sufficient lead time for implementation.
• ↳34.1.2 However, Evolvv is not obligated to:
  • (a) Implement changes specific to Customer's industry, jurisdiction, or unique regulatory requirements;
  • (b) Guarantee that the Services will comply with all regulatory requirements applicable to Customer's business;
  • (c) Provide compliance certifications, audit reports, or attestations unless separately agreed.

34.2 Customer-Specific Compliance Requirements

• ↳34.2.1 If Customer operates in a regulated industry or jurisdiction with specific compliance requirements beyond those generally applicable to SaaS platforms:
  • (a) Customer's Responsibility: Customer is solely responsible for determining whether the Services meet such requirements;
  • (b) No Warranty of Compliance: Evolvv makes no warranty that the Services comply with industry-specific regulations (e.g., HIPAA for healthcare, PCI DSS for payment card processing, SOX for financial reporting);
  • (c) Custom Compliance Requirements: If Customer requires specific compliance features or controls, Customer must:
    • Request such features during the sales process
    • Execute a separate Enterprise Addendum or compliance addendum
    • Pay additional fees for compliance-specific features or certifications

34.3 Regulatory Changes Affecting Service Viability

• ↳34.3.1 If a change in law or regulation makes it:
  • (a) Illegal for Evolvv to provide the Services in a particular jurisdiction or to a particular category of customers; or
  • (b) Commercially impracticable for Evolvv to continue providing the Services due to compliance costs or legal risks;

  Evolvv may, upon thirty (30) days' written notice:

  • (c) Modify the Services to comply with the changed legal requirements (which may result in reduced functionality);
  • (d) Restrict access to the Services in affected jurisdictions; or
  • (e) Terminate these Terms and refund a pro-rata portion of prepaid Fees for the unused portion of the Subscription Term.
• ↳34.3.2 Such modifications or terminations shall not constitute a breach of these Terms and shall not give rise to liability for damages.

35.1 Right to Use Subcontractors

• ↳35.1.1 Evolvv may engage subcontractors, service providers, vendors, and partners to assist in providing the Services, including but not limited to:
  • (a) Cloud infrastructure providers (e.g., AWS, Google Cloud, Azure);
  • (b) Content delivery networks (CDNs) and caching services;
  • (c) Email delivery services;
  • (d) Payment processors;
  • (e) Customer support platforms;
  • (f) Data analytics and monitoring tools;
  • (g) Software development and engineering contractors;
  • (h) Data center operators and colocation providers.
• ↳35.1.2 Evolvv may engage subcontractors without seeking Customer's prior consent.

35.2 Evolvv's Obligations Regarding Subcontractors

• ↳35.2.1 When engaging subcontractors that will have access to Customer Data or Personal Data, Evolvv shall:
  • (a) Enter into written agreements with such subcontractors imposing data protection, confidentiality, and security obligations substantially similar to those in these Terms;
  • (b) Conduct reasonable due diligence on subcontractors' security and privacy practices;
  • (c) Maintain a list of subcontractors with access to Customer Data (available upon request for Enterprise Customers).
• ↳35.2.2 Evolvv remains responsible and liable for the acts and omissions of its subcontractors to the same extent as if Evolvv had performed such acts or omissions directly, subject to the limitations of liability in Section 20.

35.3 Changes to Subcontractors

• ↳35.3.1 Evolvv may add, remove, or replace subcontractors at any time without notice to Customer, except:
  • (a) For Enterprise Customers, Evolvv shall provide reasonable advance notice (typically thirty (30) days) before engaging new subcontractors with access to Customer Data;
  • (b) If an Enterprise Customer objects to a new subcontractor on reasonable grounds related to data protection or security, Enterprise Customer may:
    • Request that Evolvv not use the new subcontractor for processing Enterprise Customer's data; or
    • Terminate these Terms and receive a pro-rata refund of prepaid Fees if Evolvv is unable to accommodate the objection.
• ↳35.3.2 For non-Enterprise Customers, no notice or objection rights are provided.

36.1 Prohibition on Benchmarking (General)

• ↳36.1.1 Customer shall not, and shall ensure that Authorized Users do not:
  • (a) Conduct benchmark tests, performance tests, or comparative analyses of the Services for the purpose of:
    • Evaluating the Services against competitive products
    • Publishing benchmark results or performance comparisons
    • Providing benchmark data to third parties (including vendors, consultants, or analysts)
  • (b) Use automated tools, scripts, or load testing software to measure the performance, capacity, or scalability of the Services without Evolvv's prior written consent.

36.2 Permitted Performance Monitoring

• ↳36.2.1 Customer may conduct reasonable performance monitoring for Customer's internal purposes, such as:
  • (a) Monitoring response times and availability for Customer's own operational use;
  • (b) Assessing whether the Services meet Customer's internal performance expectations;
  • (c) Troubleshooting performance issues affecting Customer's use.
• ↳36.2.2 Such monitoring must:
  • (a) Not impose excessive load on the Services;
  • (b) Not be used to create competitive products or services;
  • (c) Not be disclosed to third parties or used in public communications.

36.3 Exception for Enterprise Customers with SLA

• ↳36.3.1 Enterprise Customers who have executed a separate Service Level Agreement (SLA) may conduct reasonable benchmark testing solely to verify Evolvv's compliance with the SLA, provided that:
  • (a) Testing methodology is agreed upon in advance with Evolvv;
  • (b) Testing is conducted during agreed-upon timeframes;
  • (c) Results are kept confidential and not disclosed to third parties without Evolvv's consent.

36.4 No Competitive Analysis

• ↳36.4.1 Customer shall not use the Services, or information obtained through use of the Services, to:
  • (a) Develop, enhance, or offer products or services competitive with Evolvv's offerings;
  • (b) Assist third parties in developing competitive products;
  • (c) Reverse engineer Evolvv's business model, pricing strategies, or technical approaches.

37.1 Use of Customer Name and Logo

• ↳37.1.1 Evolvv may, unless Customer opts out as provided in Section 37.3:
  • (a) Identify Customer as a user of the Services in customer lists, marketing materials, presentations, and on Evolvv's website;
  • (b) Display Customer's name, logo, and trademark in connection with such identification;
  • (c) Issue press releases or public announcements regarding Customer's use of the Services (subject to Customer approval of specific press release content).

37.2 Case Studies and Testimonials

• ↳37.2.1 Evolvv may request Customer's participation in case studies, testimonials, reference calls, or marketing activities.
• ↳37.2.2 Customer's participation is voluntary and subject to:
  • (a) Customer's prior written approval of any case study content, testimonial quotes, or attributed statements;
  • (b) Execution of a separate case study or testimonial agreement, if required;
  • (c) Customer's right to review and approve use of Customer's trademarks, logos, or confidential information.

37.3 Opt-Out Right

• ↳37.3.1 Customer may opt out of being identified as a customer by providing written notice to Evolvv at marketing@evolvv.app.
• ↳37.3.2 Upon receipt of opt-out notice, Evolvv shall:
  • (a) Remove Customer's name and logo from customer lists and marketing materials within thirty (30) days;
  • (b) Cease issuing new press releases or public announcements identifying Customer;
  • (c) Not be required to remove Customer references from previously published materials, archived content, or third-party publications.

38.1 Provisions That Survive Termination

The following provisions shall survive termination or expiration of these Terms indefinitely or for the periods specified:

• ↳(a) Section 8.4 - Survival of License for Aggregated Data (indefinite);
• ↳(b) Section 9 - Aggregated, Anonymized Usage Data (indefinite);
• ↳(c) Section 9.8 - Machine Learning, AI Training, and Model Development (indefinite);
• ↳(d) Section 10.5 - Customer Indemnity for Signature Disputes (indefinite);
• ↳(e) Section 11.5 - Customer Indemnity for Financial Disputes (indefinite);
• ↳(f) Section 12 - Confidentiality Obligations (3 years from termination, or indefinitely for trade secrets);
• ↳(g) Section 13 - Intellectual Property Rights (indefinite);
• ↳(h) Section 18 - Indemnification (indefinite);
• ↳(i) Section 19 - Disclaimer of Warranties (indefinite);
• ↳(j) Section 20 - Limitation of Liability (indefinite);
• ↳(k) Section 23 - Governing Law and Jurisdiction (indefinite);
• ↳(l) Section 24 - Severability, Waiver, and Entire Agreement (indefinite);
• ↳(m) Section 38 - Survival of Terms (indefinite);
• ↳(n) Any other provision that by its nature should survive termination.

39.1 Customer Acknowledgment

By clicking "I Accept," "I Agree," "Sign Up," or similar affirmative action, or by accessing or using the Services, Customer acknowledges that:

• ↳(a) Customer has read, understood, and agrees to be bound by these Terms and Conditions in their entirety;
• ↳(b) Customer has read and accepts the Privacy Policy incorporated by reference;
• ↳(c) Customer has the authority to bind the organization on whose behalf Customer is accepting these Terms (if applicable);
• ↳(d) Customer consents to electronic delivery of Notices and communications;
• ↳(e) Customer understands the disclaimers of warranties, limitations of liability, and other risk allocations set forth in these Terms;
• ↳(f) Customer consents to Evolvv's use of aggregated and anonymized Usage Data for AI/ML training, model development, and commercial exploitation as described in Section 9, subject to Customer's subscription plan;
• ↳(g) Customer acknowledges that these Terms constitute a complete and legally binding agreement between Customer and Evolvv Software LLP.

39.2 Authority

• ↳39.2.1 Customer represents and warrants that the individual accepting these Terms on behalf of Customer has full legal authority to bind Customer to these Terms.

39.3 Rejection

• ↳39.3.1 If Customer does not agree to these Terms, Customer must not access or use the Services.