Master Subscription Agreement

Version 1.0. Effective 10 October 2026. Published at: https://oclever.com/legal/msa

This Master Subscription Agreement (the "Agreement") is between OClever Private Limited, a company incorporated under the Companies Act, 2013 (CIN U62090KA2026PTC229436, GSTIN 29AAFCO4101Q1Z4), with its registered office at Hanto Workspace, No. 2734, 3rd Floor, 16th Cross, HSR Layout, Bangalore South, Bengaluru 560102, Karnataka, India ("OClever", "we", "us"), and the business entity that accepts it ("Customer", "you").

How this Agreement is accepted. You accept this Agreement by (a) ticking the acceptance box and completing checkout on oclever.com, (b) accepting an Order Form that references this Agreement, or (c) accessing or using the Service under a paid plan. The date of that acceptance is the "Effective Date". If you accept on behalf of a company or other legal entity, you confirm that you are authorised to bind it, and "Customer" means that entity. If you do not have that authority, or do not agree, do not accept and do not use the Service.

Business use only. The Service is offered only to businesses, agencies, professionals and other organisations for commercial purposes. It is not offered to consumers. By accepting, you confirm that you are acquiring the Service for business purposes and that the person accepting is at least 18 years old.

This Agreement is an electronic record under the Information Technology Act, 2000, and is formed by electronic means. It does not require a physical or digital signature to be binding.

1. Definitions

In this Agreement:

1.1 "Account" means Customer's workspace on the Service, including all brands, projects and Users within it.

1.2 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

1.3 "AI Features" means the features of the Service that use machine-learning or generative models, including Content Studio, ad creation, OClever Marketer, Prompt Lab, Agent Readiness, Custom Agents, Custom Skills, Knowledge Bases and any similar features, as described in Schedule A.

1.4 "Aggregated Data" has the meaning in Section 9.4.

1.5 "Authorised Brand" means a brand, domain, product or business that Customer owns or is authorised to represent, and that Customer configures in its Account as its own brand (as opposed to a competitor brand it tracks).

1.6 "Coins" means the usage credits described in Schedule B.

1.7 "Connected Account" means a third-party account or system that Customer connects to the Service, including Google Search Console, Google Analytics 4, content delivery network ("CDN") log sources such as Cloudflare or Fastly, content management systems such as WordPress or Webflow, and AI assistants connected through the OClever MCP server.

1.8 "Customer Data" means data that Customer or its Users submit to the Service or that the Service receives from Customer's Connected Accounts, including tracked prompts, brand and competitor configurations, uploaded files, Knowledge Base content, instructions to AI Features, and data imported from Connected Accounts. Customer Data excludes Usage Data, Aggregated Data and Public AI Data.

1.9 "Customer Personal Data" means personal data within Customer Data that OClever processes on Customer's behalf, as further described in the DPA.

1.10 "Documentation" means OClever's then-current user guides, help pages and API or MCP documentation made available at oclever.com.

1.11 "DPA" means the OClever Data Processing Addendum at https://oclever.com/legal/dpa, which forms part of this Agreement.

1.12 "Fees" means the amounts payable for the Service under an Order.

1.13 "Order" means either (a) the plan, term, price and options Customer selects and pays for through online checkout, or (b) an order form, quotation or proposal issued by OClever and accepted by Customer that references this Agreement (an "Order Form").

1.14 "Output" means content that the AI Features generate for Customer, including article drafts, schema markup, ad copy, ad images, recommendations and reports, but excluding Public AI Data.

1.15 "Public AI Data" means responses, citations, rankings and other information that OClever collects from Third-Party AI Platforms in response to prompts, and metrics OClever derives from them.

1.16 "Service" means the OClever software-as-a-service platform, its web console, APIs, MCP server, reports and related features, as described in the Documentation and the applicable Order, including updates OClever makes available.

1.17 "Subscription Term" means the subscription period stated in the Order (monthly or annual), together with each renewal period.

1.18 "Third-Party AI Platform" means an AI assistant, answer engine or search feature that OClever monitors and that OClever does not own or control, such as ChatGPT, Microsoft Copilot, Perplexity, Gemini, Grok, Google AI Overviews and Google AI Mode.

1.19 "Usage Data" means technical and usage information about how the Service is used, such as feature usage, performance metrics, error logs, Coin consumption and configuration settings, that does not include the content of Customer Data.

1.20 "User" means an individual whom Customer authorises to use the Service under its Account, such as an employee, contractor or, for agencies, an end client's staff.

2. Orders and order of precedence

2.1 Orders. Each Order is governed by this Agreement. Customer may place additional Orders, for example for upgrades, additional brands, Users or top-up Coins.

2.2 Precedence. If documents conflict, the following order applies, highest first: (a) an Order Form, but only for the specific Order and only where it expressly states that it overrides this Agreement; (b) the DPA, for matters relating to the processing of personal data; (c) the Schedules to this Agreement; (d) the body of this Agreement; (e) the Acceptable Use Policy; (f) the Documentation.

2.3 No other terms. Terms in any purchase order, vendor registration form, procurement portal or similar document issued by Customer do not apply, even if OClever accepts or signs it, unless an authorised signatory of OClever expressly agrees in writing that they amend this Agreement.

3. Access to the Service

3.1 Right to use. Subject to this Agreement and payment of Fees, OClever grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service, and to permit its Users to do so, for Customer's internal business purposes within the limits of its Order. Agencies may also use the Service for their end clients under Schedule C.

3.2 Plan limits. Each plan has limits, such as the number of tracked prompts, AI engines, competitors, brands, team members, monthly Coins and storage, as stated in the Order or on the pricing page at the time of purchase. Storage for uploaded files and Knowledge Bases is limited to 500 MB per Account unless the Order states otherwise. If Customer exceeds a limit, OClever may restrict the relevant feature until Customer reduces usage or upgrades.

3.3 Users. Customer is responsible for its Users and their compliance with this Agreement. User logins are for one named individual and may not be shared. Customer must keep credentials and API or MCP tokens confidential and must tell OClever promptly at [email protected] if it suspects unauthorised access.

3.4 Restrictions. Customer must not, and must not allow anyone to: (a) sell, resell, rent, lease or provide the Service to third parties except as permitted under Schedule C; (b) copy, modify, decompile, disassemble or reverse engineer the Service, except to the extent applicable law expressly permits despite this restriction; (c) access the Service to build a competing product or to copy its features, prompts, scoring methods or user interface; (d) scrape or bulk-extract data from the Service other than through features or APIs OClever provides for that purpose; (e) circumvent plan limits, rate limits or security controls, including by opening multiple accounts; (f) use the Service in breach of the Acceptable Use Policy at https://oclever.com/legal/aup, which forms part of this Agreement; or (g) use the Service in breach of applicable law.

3.5 Affiliates. Customer's Affiliates may use the Service under Customer's Account. Customer is responsible for their use. An Affiliate that wants its own Account must place its own Order.

4. Customer responsibilities

4.1 Authority over brands and Connected Accounts. Customer confirms that (a) each Authorised Brand belongs to Customer or Customer is authorised to represent it, and (b) Customer has all rights, permissions and consents needed to connect each Connected Account and to let OClever access and process the data it contains for the Service.

4.2 Customer Data. Customer is responsible for the accuracy, quality and legality of Customer Data and for how it was obtained. Customer must not upload to the Service (a) sensitive personal data such as health, financial account, biometric or government identification data, (b) data of children, or (c) data that Customer has no right to share, unless OClever agrees in writing in advance.

4.3 Publishing and advertising. Customer decides whether to publish any Output or run any advertisement. Customer is solely responsible for all content it publishes or advertises, whether or not generated by the Service, including compliance with advertising codes (such as the ASCI Code in India), consumer protection laws, sector-specific laws on advertising of healthcare, financial, legal or other regulated products and services, intellectual property laws, and the policies of the advertising and publishing platforms it uses.

4.4 Cooperation. Customer will provide information and access reasonably requested by OClever to provide the Service, including to configure integrations and to resolve support requests.

5. AI Features, measurement and Third-Party AI Platforms

5.1 Schedule A sets out terms that apply to AI Features, Public AI Data and Third-Party AI Platforms. Customer acknowledges in particular that:

(a) AI visibility metrics are estimates based on sampled, simulated prompts and are not a record of what any individual user of a Third-Party AI Platform sees;

(b) Third-Party AI Platforms are operated by independent companies that may change, restrict or stop their services at any time; and

(c) Outputs are generated by AI and may be inaccurate, incomplete or unsuitable, and Customer must review them before use.

6. Coins

6.1 Coins are governed by Schedule B. Coins are usage credits redeemable only for features of the Service. They have no cash value, are not legal tender, a deposit, a stored-value instrument or a security, and are not refundable or transferable except as Schedule B expressly states.

7. Fees, billing and taxes

7.1 Fees. Customer will pay the Fees in the Order. Fees are stated in the currency in the Order, which is Indian Rupees (INR) for customers billed in India and US Dollars (USD) for all other customers unless the Order states otherwise. Fees are based on the plan and quantities purchased, not actual usage, except Coins consumed beyond the plan allotment.

7.2 Billing in advance. Unless the Order states otherwise, Fees are billed in advance for each Subscription Term (monthly or annual, as selected).

7.3 Payment by card or online methods. For online checkout, Customer authorises OClever and its payment processors to charge the payment method provided for the initial Fees and for each renewal. Payments are processed by a third-party payment processor (currently Razorpay). We will name any additional processor here before we use it. OClever does not store full card numbers. Where applicable law or payment network rules (including the Reserve Bank of India's rules on recurring payments) require Customer to authenticate a renewal charge or approve a mandate, the renewal charge is conditional on that authentication. If authentication is not completed, OClever will issue an invoice for the renewal, which Customer must pay within 7 days.

7.4 Payment by invoice. For Order Forms, OClever will invoice in advance and Customer will pay within the period stated in the Order Form, or within 15 days of the invoice date if none is stated, by bank transfer to the account shown on the invoice. Customer bears its own bank and transfer charges, and amounts received net of such charges will be treated as short payments.

7.5 Taxes. Fees exclude all taxes, duties and levies, including Goods and Services Tax ("GST") and similar indirect taxes. Where OClever is required by law to charge such taxes, they will be added to the invoice and Customer will pay them. Customer will provide its GSTIN or equivalent tax registration details so that invoices are correct.

7.6 Withholding tax. If Customer is required by Indian income-tax law to deduct tax at source from a payment, Customer may deduct it, must deposit it with the government within the statutory time, and must give OClever the tax deduction certificate within the statutory time. If Customer fails to provide the certificate, Customer will pay OClever the amount deducted. For any other withholding or deduction required by the law of any country, Customer will increase the payment so that OClever receives the full amount it would have received without the withholding.

7.7 Late payment. If an undisputed amount is not paid by its due date, OClever may (a) charge interest on the overdue amount at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until payment, and (b) suspend the Service under Section 16 after giving at least 15 days' written notice. Customer will reimburse OClever's reasonable costs of collecting overdue amounts.

7.8 Disputed invoices. Customer must notify OClever in writing of any good-faith dispute about an invoice within 15 days of receiving it, with details. Customer must pay the undisputed portion on time. The parties will try to resolve the dispute within 30 days.

7.9 Price changes. Fees are fixed for the current Subscription Term. OClever may change Fees for a renewal by giving Customer at least 30 days' notice before the renewal date. If Customer does not agree, it may cancel before the renewal under Section 8.2.

7.10 Upgrades and downgrades. Upgrades take effect immediately and Customer will pay a pro-rated amount for the rest of the current Subscription Term. Downgrades take effect from the next renewal. A downgrade may cause loss of features, capacity or data that exceed the lower plan's limits, and OClever is not responsible for that loss.

7.11 No refunds. Except where this Agreement expressly provides a refund (Sections 8.4, 8.5, 14.2, 15.2, 19.2, A.3.4 and D.6) or the Refund and Cancellation Policy at https://oclever.com/legal/refunds provides for correction of a billing error, all Fees are non-cancellable and non-refundable, including for partial periods, unused features, unused Users or unused Coins.

8. Term, renewal and termination

8.1 Term. This Agreement starts on the Effective Date and continues until all Subscription Terms have ended or this Agreement is terminated.

8.2 Automatic renewal. Each Subscription Term renews automatically for a period equal to the expiring term (monthly or annual), unless either party gives notice of non-renewal before the end of the then-current term. Customer may give that notice by cancelling in the Account billing settings or by emailing [email protected]. For annual terms, OClever will send a renewal reminder at least 30 days before the renewal date. An Order Form may set different renewal terms.

8.3 Effect of cancellation. If Customer cancels, the cancellation takes effect at the end of the current Subscription Term. Customer keeps access until then. No refund or credit is due for the remaining period.

8.4 Termination for breach. Either party may terminate this Agreement or an Order by written notice if the other party materially breaches it and does not cure the breach within 30 days after receiving written notice describing it. If Customer terminates for OClever's uncured material breach, OClever will refund the prepaid Fees for the remaining portion of the Subscription Term after the termination date, and the unused top-up Coins purchased under that Order.

8.5 Termination for convenience by OClever. OClever may terminate this Agreement or an Order for any reason by giving at least 30 days' written notice. In that case OClever will refund the prepaid Fees for the remaining portion of the Subscription Term after the termination date and the unused top-up Coins.

8.6 Other termination rights. Either party may terminate immediately by written notice if the other party becomes subject to insolvency, liquidation or winding-up proceedings, has a resolution professional, liquidator or receiver appointed, or ceases to carry on business. OClever may also terminate immediately if Customer's use of the Service is in serious or repeated breach of the Acceptable Use Policy or exposes OClever to legal liability.

8.7 Fees on termination. If OClever terminates under Section 8.4 or 8.6 because of Customer's breach or insolvency, Customer will pay all unpaid Fees for the rest of the Subscription Term, which become due immediately.

8.8 Data export and deletion. For 30 days after termination or expiry (the "Export Window"), Customer may export its Customer Data using the export features of the Service, or by request to [email protected], provided all Fees due have been paid. After the Export Window, OClever will delete Customer Data in accordance with the DPA. OClever has no obligation to keep Customer Data after the Export Window.

8.9 Survival. Sections 7 (for amounts owed), 8.7 to 8.9, 9.4, 9.5, 11, 12, 14, 15, 17, 18, 19 and 20, Section B.7 of Schedule B, and any other provision that by its nature should survive, survive termination or expiry.

9. Data

9.1 Ownership of Customer Data. As between the parties, Customer owns Customer Data. OClever does not acquire any rights in Customer Data except those in this Section 9.

9.2 Licence to OClever. Customer grants OClever a worldwide, non-exclusive, royalty-free licence during the Subscription Term (and the Export Window) to host, copy, process, transmit and display Customer Data as needed to (a) provide, maintain, support and secure the Service, (b) prevent fraud and abuse, and (c) comply with law. This includes sending prompts, brand names and instructions to Third-Party AI Platforms, model providers and data-collection service providers as described in Schedule A and on the Sub-processors page.

9.3 Personal data. Each party will comply with the DPA. For Customer Personal Data, Customer is the data fiduciary (or controller) and OClever is the data processor (or processor). For personal data about Users and billing contacts that OClever uses to manage the relationship, OClever acts as an independent data fiduciary (or controller) under its Privacy Policy at https://oclever.com/privacy.

9.4 Aggregated Data and service improvement. OClever may:

(a) create aggregated and de-identified data from Customer Data and Usage Data that does not identify Customer, its Users, its Authorised Brands or any individual ("Aggregated Data"), and use and publish Aggregated Data, for example in industry benchmarks, research and marketing; and

(b) use Customer Data in de-identified form, and Usage Data, to develop and improve OClever's own prompts, scoring methods, agents and features, provided that OClever (i) does not disclose Customer Data or Customer's Confidential Information to any other customer or third party, (ii) does not use Customer Data to train a general-purpose model that is offered to third parties, and (iii) does not permit any model provider to train its models on Customer Data.

Customers on an Enterprise Order may opt out of Section 9.4(b) by so stating in their Order Form.

9.5 Google user data. Data that OClever receives through Google APIs (such as Google Search Console and Google Analytics 4) is used only to provide the Service features Customer has enabled, in accordance with the Google API Services User Data Policy, including its Limited Use requirements. Section 9.4 does not apply to that data, and OClever does not use it for advertising, sell it, or use it to train AI models.

9.6 Public AI Data. Public AI Data is collected by OClever from Third-Party AI Platforms and is not Customer Data. OClever may collect, use and publish Public AI Data, including about Customer's brands and competitors, for any lawful purpose, provided OClever does not disclose which prompts Customer tracks or other Customer Data.

9.7 Non-exclusivity. OClever provides the Service to many customers, which may include Customer's competitors. Other customers may track the same brands, categories and similar prompts. OClever will not disclose Customer Data to other customers, and nothing in this Agreement restricts OClever from serving any other customer.

9.8 Security. OClever will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, as described in the DPA. Customer Data is hosted on Amazon Web Services in the Mumbai (India) region. Some processing takes place outside India through the providers listed on the Sub-processors page.

10. Third-party services

10.1 The Service interoperates with Connected Accounts and other services that OClever does not control. Customer's use of them is governed by its agreements with their providers. OClever is not responsible for their availability, accuracy, security or changes, or for any loss caused by them. If a provider stops making its service available to OClever on reasonable terms, OClever may stop supporting it without liability, subject to Section A.3.4 for Third-Party AI Platforms.

11. Confidentiality

11.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") under this Agreement that is marked confidential or would reasonably be understood to be confidential. Customer's Confidential Information includes Customer Data. OClever's Confidential Information includes the non-public parts of the Service, its pricing under Order Forms, its methods and its Documentation that is not public.

11.2 Exclusions. Confidential Information does not include information that (a) is or becomes public without breach by Recipient, (b) Recipient already knew without a duty of confidentiality, (c) Recipient receives from a third party without a duty of confidentiality, or (d) Recipient develops independently without using the Discloser's information.

11.3 Obligations. Recipient will (a) use the Discloser's Confidential Information only to perform or exercise its rights under this Agreement, (b) not disclose it except to its and its Affiliates' employees, contractors, advisers, investors, prospective acquirers and service providers who need to know it and are bound by confidentiality obligations at least as protective, and (c) protect it with at least reasonable care.

11.4 Compelled disclosure. Recipient may disclose Confidential Information if required by law, court order or a government authority, after giving the Discloser prompt notice (where legally allowed) so it can seek protection.

11.5 Duration. These obligations last during this Agreement and for 3 years after it ends, and for trade secrets and Customer Data, for as long as they remain confidential.

12. Intellectual property

12.1 OClever's rights. OClever and its licensors own all rights in the Service, Documentation, Aggregated Data, OClever's prompts libraries, scoring methods, agents, software and trademarks, and all improvements to them. No rights are granted except as expressly stated in this Agreement.

12.2 Outputs. As between the parties, and subject to Customer's compliance with this Agreement and payment of Fees, Customer owns the Outputs, and OClever assigns to Customer any rights it has in them. This does not transfer any rights in (a) OClever's underlying technology, templates or know-how, (b) third-party materials, or (c) material that is not protectable by law. Customer acknowledges that AI-generated material may not be protected by copyright in some countries and that the Service may generate similar Outputs for other customers.

12.3 Reports. Customer may use, copy and share reports and dashboards generated by the Service, including Public AI Data contained in them, for its business purposes, including with its clients and investors.

12.4 Feedback. If Customer gives OClever suggestions or feedback about the Service, OClever may use it without restriction or payment.

13. Publicity

13.1 OClever may identify Customer as a customer by name and logo on its website and in sales and investor materials. Customer may withdraw this permission at any time by emailing [email protected], and OClever will remove the reference from its website within 30 days and will not use it in new materials. OClever will not publish case studies, metrics or quotes about Customer without Customer's prior written approval.

14. Warranties and disclaimers

14.1 Mutual. Each party warrants that it has the authority to enter into this Agreement and that its performance will comply with laws applicable to it.

14.2 Service warranty. OClever warrants that during the Subscription Term the Service will perform materially in accordance with the Documentation. If Customer notifies OClever of a breach of this warranty in reasonable detail, OClever will use reasonable efforts to correct the non-conformity. If OClever cannot do so within 30 days, Customer may terminate the affected Order and receive a refund of the prepaid Fees for the remaining Subscription Term. This is Customer's sole remedy for breach of this warranty. This warranty does not apply to AI Features' Outputs, Public AI Data, Third-Party AI Platforms, free features, beta features, or problems caused by Customer, its Connected Accounts or third-party services.

14.3 No guarantee of results. OClever does not guarantee that use of the Service will increase Customer's visibility, rankings, citations, traffic, leads or revenue, or that any Third-Party AI Platform will mention, cite or recommend Customer. Outcomes depend on factors outside OClever's control, including how Third-Party AI Platforms are built and changed.

14.4 Disclaimer. Except as expressly stated in this Agreement, the Service, Outputs and Public AI Data are provided "as is" and "as available". To the maximum extent permitted by law, OClever disclaims all other warranties and conditions, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement and uninterrupted or error-free operation. OClever does not provide legal, regulatory, medical, financial or professional advice.

15. Indemnities

15.1 By OClever. OClever will defend Customer against any claim by a third party alleging that the Service, as provided by OClever and used in accordance with this Agreement, infringes that third party's patent, copyright or trademark, or misappropriates its trade secret, and will pay the damages and costs finally awarded against Customer or agreed by OClever in settlement.

15.2 Exclusions and remedies. Section 15.1 does not apply to claims arising from (a) Customer Data, Outputs, or content Customer publishes, (b) combination of the Service with anything not provided by OClever, (c) modification of the Service by anyone other than OClever, (d) Third-Party AI Platforms or Public AI Data, or (e) use in breach of this Agreement. If the Service is, or OClever believes it may be, subject to such a claim, OClever may (a) obtain the right for Customer to continue using it, (b) modify it to be non-infringing without materially reducing its functionality, or (c) if neither is reasonably practicable, terminate the affected Order and refund the prepaid Fees for the remaining Subscription Term.

15.3 By Customer. Customer will defend OClever and its Affiliates, directors and employees against any claim by a third party, or by a regulator, arising from (a) Customer Data, including a claim that its collection, upload or processing under this Agreement breaches law or a third party's rights, (b) any content or advertisement Customer publishes or runs, including Outputs, (c) Customer's use of the Service in breach of this Agreement, the Acceptable Use Policy or law, or (d) for agencies, any claim by an end client, and will pay the damages, fines, penalties and costs finally awarded or agreed in settlement.

15.4 Procedure. The indemnified party must (a) notify the indemnifying party promptly of the claim (delay only relieves the indemnifying party to the extent it is prejudiced), (b) give the indemnifying party sole control of the defence and settlement, except that a settlement requiring the indemnified party to admit fault or pay money needs its consent, not to be unreasonably withheld, and (c) provide reasonable cooperation at the indemnifying party's expense.

15.5 Exclusive remedy. This Section 15 states each party's entire liability and the other party's exclusive remedy for third-party claims of the types described in it.

16. Suspension

16.1 OClever may suspend access to all or part of the Service, for the Account or for particular Users or features, if (a) any undisputed amount is overdue and remains unpaid 15 days after OClever's notice, (b) OClever reasonably believes Customer's use breaches the Acceptable Use Policy or law, or poses a security risk or risk of harm to the Service, OClever, other customers or third parties, or (c) a Third-Party AI Platform, payment processor, government authority or court requires it.

16.2 OClever will give advance notice where reasonably practicable, will limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved. Fees remain payable during a suspension under Section 16.1(a) or (b).

17. Limitation of liability

17.1 Excluded losses. Neither party is liable to the other for any loss of profits, revenue, business, goodwill or anticipated savings, loss or corruption of data (except OClever's obligations to restore from backup under the DPA), or any indirect, incidental, special, consequential or punitive loss, however caused, even if it was foreseeable or the party was advised of its possibility.

17.2 General cap. Each party's total liability arising out of or relating to this Agreement in any 12-month period, whether in contract, tort (including negligence) or otherwise, will not exceed the Fees paid and payable by Customer under this Agreement in the 12 months before the event giving rise to the liability.

17.3 Enhanced cap. For breach of Section 11 (Confidentiality), breach of the DPA, or OClever's obligations under Section 15.1, each party's total liability will not exceed two times the amount in Section 17.2. This enhanced cap is not in addition to the general cap: a party's combined liability under Sections 17.2 and 17.3 in any 12-month period will not exceed two times the amount in Section 17.2.

17.4 Exceptions. Sections 17.1 to 17.3 do not limit (a) Customer's obligation to pay Fees, (b) Customer's obligations under Section 15.3, (c) liability for breach of Section 3.4, (d) liability for fraud, gross negligence or wilful misconduct, or (e) any liability that cannot be limited under applicable law.

17.5 Free and beta features. For free features, free trials, free visibility checks and beta features, OClever's total liability will not exceed INR 10,000 or USD 100 (according to Customer's billing currency).

17.6 The parties agree that these limitations are a reasonable allocation of risk reflected in the Fees.

18. Governing law and disputes

18.1 Governing law. This Agreement and any dispute arising out of or relating to it, including non-contractual disputes, are governed by the laws of India, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Negotiation. A party raising a dispute will notify the other in writing. Senior representatives of both parties will try in good faith to resolve it within 30 days of the notice.

18.3 Arbitration. Any dispute not resolved under Section 18.2 will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitral tribunal will consist of a sole arbitrator appointed by mutual agreement or, failing agreement within 30 days of a request, in accordance with that Act. The seat and venue of arbitration will be Bengaluru, Karnataka, India. The language will be English. The award will be final and binding. The parties may agree to hold hearings by video conference.

18.4 Courts. Subject to Section 18.3, the courts at Bengaluru, Karnataka have exclusive jurisdiction over matters arising under this Agreement, including applications for interim relief and enforcement of awards. Either party may seek urgent interim or injunctive relief from a court of competent jurisdiction to protect its Confidential Information or intellectual property.

19. Changes to this Agreement and the Service

19.1 Changes to the Service. OClever may update the Service from time to time. OClever will not materially reduce the core functionality of a paid plan during a Subscription Term, except as permitted under Section A.3 (Third-Party AI Platforms), Section 10 or to comply with law or address a security risk.

19.2 Changes to this Agreement. OClever may update this Agreement, the Schedules, the Acceptable Use Policy and the DPA by posting a new version at the same URL with a new version number and effective date. For material changes, OClever will notify Customer's account owner by email at least 30 days before the change takes effect. Updated terms apply from the start of Customer's next Subscription Term, unless the change is required by law or relates to new features, in which case it applies from its effective date. If Customer objects to a material change that applies during the current Subscription Term, Customer may terminate the affected Order by notice within that 30-day period and receive a refund of prepaid Fees for the remaining Subscription Term. Changes do not apply to an Order Form during its term unless the Order Form so provides.

20. General

20.1 Notices. OClever may give notices to Customer by email to the account owner or billing contact, or through the Service. Customer must give legal notices to OClever by email to [email protected] with the subject line "Legal Notice", and notices of breach, termination or a dispute must also be sent by courier or registered post to OClever's registered office stated above. Email notices are received when sent, unless the sender receives a delivery failure message.

20.2 Assignment. Neither party may assign this Agreement without the other's prior written consent, which will not be unreasonably withheld, except that either party may assign it without consent to an Affiliate, or to a successor in a merger, acquisition, corporate reorganisation or sale of all or substantially all of the relevant business or assets, provided the assignee agrees in writing to be bound by it. OClever may also assign this Agreement to a parent or holding company formed in any jurisdiction as part of a reorganisation, on notice to Customer.

20.3 Subcontracting. OClever may use subcontractors and service providers to perform its obligations and remains responsible for their performance.

20.4 Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labour disputes not involving its own staff, failures of internet, cloud or power infrastructure, cyber-attacks that reasonable security measures would not prevent, and outages or changes of Third-Party AI Platforms.

20.5 Compliance. Each party will comply with anti-bribery and anti-corruption laws applicable to it, including the Prevention of Corruption Act, 1988. Customer confirms that it is not subject to sanctions administered by India, the United Nations, the United States, the United Kingdom or the European Union, and will not use the Service in breach of applicable export control or sanctions laws.

20.6 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

20.7 No third-party rights. No one other than the parties has any rights under this Agreement, except OClever's Affiliates, directors and employees under Section 15.3.

20.8 Entire agreement. This Agreement, including its Schedules, the DPA, the Acceptable Use Policy and each Order, is the entire agreement between the parties about its subject matter and supersedes all prior proposals, discussions and agreements. Each party confirms it has not relied on any statement not set out in this Agreement, but nothing limits liability for fraudulent misrepresentation.

20.9 Severability and waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the rest of this Agreement will remain in force. A failure or delay in exercising a right is not a waiver of it.

20.10 Language and interpretation. This Agreement is in English, and any translation is for convenience only. Headings are for convenience. "Including" means "including without limitation". "Days" means calendar days. "Business day" means a day other than a Saturday, Sunday or public holiday in Bengaluru.

20.11 Electronic records. The parties agree that this Agreement, Orders and notices may be formed, accepted and kept in electronic form, and that OClever's records of acceptance (including timestamps, account details, IP address and the version of this Agreement accepted) are evidence of acceptance.

Schedule A: AI Features, Measurement and Third-Party AI Platforms

A.1 How measurement works. A.1.1 The Service measures how brands appear in Third-Party AI Platforms by sending prompts to those platforms at scheduled intervals and analysing the responses. Prompts are simulated and sampled. Responses from Third-Party AI Platforms vary with time, location, account state, personalisation, model version and randomness, so the same prompt can produce different answers. A.1.2 Metrics such as visibility, share of voice, average position, citation share and sentiment are statistical estimates derived from those samples, and where the Service shows a confidence level, that indicates the reliability of the estimate. Metrics are not a record of what any particular person saw. A.1.3 Bot-traffic and crawler metrics depend on the completeness of logs from Customer's Connected Accounts (such as CDN logs). Crawler identification relies on user-agent strings, published IP ranges and similar signals, which can be incomplete or spoofed.

A.2 Data collection from Third-Party AI Platforms. A.2.1 OClever collects responses from Third-Party AI Platforms using a combination of official APIs, its own automated collection systems, and data-collection service providers listed on the Sub-processors page. A.2.2 To collect responses, OClever sends prompts and related parameters (such as brand names, competitor names, product categories and target location or language) to these platforms and providers. Customer must not include personal data in tracked prompts. A.2.3 OClever is not affiliated with, endorsed by or sponsored by any Third-Party AI Platform. All trademarks of those platforms belong to their owners and are used only to identify the platforms measured.

A.3 Changes to Third-Party AI Platforms. A.3.1 Third-Party AI Platforms may change their interfaces, models, outputs, access terms or availability at any time, may block or limit automated access, and may stop operating. A.3.2 As a result, OClever may need to change collection methods, frequency or coverage, or add, remove or substitute platforms. Temporary gaps in data collection caused by Third-Party AI Platforms are not a breach of this Agreement and do not give rise to service credits. A.3.3 Where possible, OClever will notify Customer of a material change in platform coverage through the Service or by email. A.3.4 If OClever permanently stops covering a Third-Party AI Platform that was expressly included in Customer's plan and does not provide a reasonably comparable substitute within 30 days, Customer may, within 30 days after that, terminate the affected Order by notice and receive a refund of the prepaid Fees for the remaining Subscription Term.

A.4 Generative AI Features. A.4.1 AI Features use machine-learning models from OClever and from third-party model providers listed on the Sub-processors page. OClever uses those providers under commercial terms that, as of the effective date of this Agreement, do not permit the provider to use Customer Data to train its models. A.4.2 Outputs may contain errors, omissions, outdated information, statements about third parties, or content similar to existing material. Fact-checking and compliance-check agents reduce but do not eliminate these risks. Customer must review and verify all Outputs before use, and is responsible for decisions it makes based on them. A.4.3 Publishing. Where Customer connects a content management system, OClever publishes content only when a User approves the specific content for publication in the Service. Once approved and published, the content is Customer's content for all purposes. A.4.4 Advertising. Ad creation features produce draft ads for Customer's review. OClever does not purchase media or run ads on Customer's behalf unless agreed in a separate Order Form. Any budget figures, audience suggestions or performance estimates are indicative only. A.4.5 Regulated content. Customer must not rely on the Service for legal, medical, financial or regulatory review. Customer is responsible for ensuring that Outputs it uses comply with the rules that apply to its sector, including any rules on claims, testimonials, comparative advertising and disclosures.

A.5 Knowledge Bases and uploads. Files Customer uploads to Knowledge Bases or other features are used to ground AI Features for Customer's Account only. Total storage is 500 MB per Account unless the Order states otherwise.

A.6 MCP server and API. If Customer connects an AI assistant to the OClever MCP server or uses an OClever API, (a) access tokens are confidential credentials of Customer, (b) OClever logs each call with metadata and a fingerprint of its inputs for security and billing, (c) OClever may apply rate limits, and (d) the AI assistant Customer connects is a third-party service governed by Customer's own agreement with its provider, and OClever is not responsible for what that assistant does with data it retrieves.

Schedule B: Coins

B.1 What Coins are. Coins are usage credits used to pay for on-demand work in the Service, such as generating articles and images in Content Studio, running Prompt Lab, running Agent Readiness tasks and collecting extra answers. Scheduled daily tracking included in a plan does not consume Coins.

B.2 Coin rates. The number of Coins each action consumes is shown on the pricing page and in the Service ("Coin Rate Card"). OClever may change the Coin Rate Card on at least 30 days' notice. The Service shows the Coin cost before Customer confirms an action where practicable.

B.3 Plan Coins. Each plan includes a monthly Coin allotment ("Plan Coins"). Plan Coins are credited at the start of each monthly billing cycle, including for annual plans, and any Plan Coins not used by the end of that monthly cycle expire automatically. Plan Coins do not carry over.

B.4 Top-up Coins. Customer may buy additional Coins ("Top-up Coins") through an Order Form with OClever's sales team. Unless the Order Form states otherwise, Top-up Coins expire at the end of the Subscription Term in which they were purchased. If OClever later offers online top-ups, the expiry shown at the time of purchase applies.

B.5 Order of use. Plan Coins are used first, then Top-up Coins, with the earliest-expiring Top-up Coins used first. For agencies, Coins are pooled across all brands in the Account.

B.6 Failed runs. If an action that consumed Coins fails to complete because of an error in the Service or a failure of a Third-Party AI Platform or model provider, OClever will re-credit the Coins. Coins are not re-credited because Customer is dissatisfied with an Output that was successfully generated, or because Customer cancelled the action.

B.7 No cash value. Coins have no cash value, cannot be exchanged for money, cannot be transferred to another Account or person, and are redeemable only for features of the Service. Expired Coins are not refunded. On termination or expiry, all unused Coins lapse, except for the refund of unused Top-up Coins under Sections 8.4 and 8.5.

Schedule C: Agency Terms

These terms apply if Customer uses the Service to provide services to its own clients ("End Clients"), including on an Agency plan.

C.1 Permitted use. Customer may use the Service to track and improve the AI visibility of its End Clients' brands, generate Outputs for them, and give them access to reports and, if enabled, to the Account as Users.

C.2 White label. If white-label features are included in the Order, Customer may present reports under its own brand. Customer must not (a) claim to own the Service's underlying technology, (b) make any commitment to End Clients on OClever's behalf, or (c) remove notices that the Service requires for legal compliance.

C.3 Customer's responsibility. Customer is the contracting party and is fully responsible for (a) its contracts with End Clients and all pricing, support and commitments it makes to them, (b) obtaining each End Client's authority to treat its brands as Authorised Brands and to connect its Connected Accounts, (c) ensuring End Clients and their staff comply with the Acceptable Use Policy, and (d) payment of all Fees regardless of whether End Clients pay Customer.

C.4 No relationship with End Clients. OClever has no contract with, and owes no obligations to, End Clients. End Client data in the Account is Customer Data. Customer is the data fiduciary or controller (or, where acting for an End Client, the processor with OClever as its sub-processor) for any personal data in it, and must have terms with each End Client that allow OClever's processing under the DPA.

C.5 Offboarding an End Client. When Customer stops serving an End Client, Customer is responsible for removing that End Client's brands, data and Users from the Account and for revoking its Connected Accounts. On request of the End Client, OClever may disconnect a Connected Account that belongs to that End Client.

C.6 Non-solicitation does not apply. OClever may contract directly with any business, including Customer's End Clients, if that business approaches OClever independently. OClever will not use Customer's Confidential Information to solicit Customer's End Clients.

Schedule D: Enterprise Service Level Agreement

This Schedule applies only to Customers with an Enterprise Order Form that states that this Schedule applies.

D.1 Uptime commitment. OClever will make the Core Platform available at least 99.5% of the time in each calendar month ("Uptime Commitment").

D.2 Definitions. (a) "Core Platform" means the OClever web console and the OClever API and MCP server endpoints that serve Customer's existing data. (b) "Unavailable" means that, for a continuous period of at least 5 minutes, Users cannot log in to or load the Core Platform, or the API returns server errors to all requests, as measured by OClever's monitoring systems. (c) "Monthly Uptime Percentage" means the total minutes in the month minus Unavailable minutes (excluding Exclusions), divided by the total minutes in the month, times 100.

D.3 Exclusions. Unavailability caused by the following does not count: (a) scheduled maintenance notified at least 48 hours in advance, up to 8 hours per month, and emergency maintenance to address a security risk; (b) Third-Party AI Platforms, model providers, data-collection providers or Connected Accounts, including delays or gaps in data collection; (c) Customer's systems, network, misuse or breach of this Agreement; (d) suspension under Section 16; (e) force majeure events under Section 20.4; and (f) beta or free features. Delays in collection or refresh of tracking data do not count as Unavailability.

D.4 Service credits. If the Monthly Uptime Percentage falls below the Uptime Commitment, Customer is entitled to a credit against its next invoice as follows:

Credits are capped at 10% of the monthly portion of Fees for that month. Credits have no cash value and are not refunded, except that credits outstanding at the end of the final Subscription Term will be paid if Customer does not renew.

D.5 Claiming credits. Customer must request a credit by email to [email protected] within 30 days after the end of the affected month, with the dates and times of the Unavailability. OClever's monitoring records will determine eligibility, acting reasonably.

D.6 Chronic failure. If the Monthly Uptime Percentage is below 99.0% in any three months within a rolling six-month period, Customer may terminate the Enterprise Order by notice within 30 days after the third such month and receive a refund of prepaid Fees for the remaining Subscription Term.

D.7 Support. OClever will provide support by email and through the named account manager during business hours (10:00 to 19:00 IST on business days), with the following target first-response times:

Response targets are goals and are not subject to service credits.

D.8 Sole remedy. The credits and termination right in this Schedule are Customer's sole and exclusive remedy for failure to meet the Uptime Commitment.

OClever Private Limited. CIN U62090KA2026PTC229436. GSTIN 29AAFCO4101Q1Z4. Registered office: Hanto Workspace, No. 2734, 3rd Floor, 16th Cross, HSR Layout, Bangalore South, Bengaluru 560102, Karnataka, India. Contact: [email protected].