Master Terms of Service & Enterprise Agreement

1. Enterprise Definitions

• "Company", "We", "Us" refers exclusively to Knowlance AI Private Limited (CIN: U62091AP2025PTC122282).
• "Client", "You" refers to the corporate entity, organization, or authorized individual procuring our engineering services.
• "Background IP" refers to the pre-existing methodologies, proprietary code, automation frameworks, and AI orchestration pipelines owned by Knowlance AI prior to any engagement.
• "Custom Deliverables" refers exclusively to the tailored software, prompt structures, or integrated platforms commissioned by the Client.
• "Statement of Work" (SOW) refers to the mutually executed document detailing the precise engineering scope, timelines, and commercial terms of a specific project.

2. Binding Acceptance & Authority

By deploying our APIs, accessing our authenticated Workspaces, or executing an SOW, you irrevocably agree to these Master Terms. Individuals accepting these Terms on behalf of an incorporated entity represent and warrant they possess the full legal authority to bind said entity to these constraints.

3. Commercial Terms & Default Metrics

All financial commitments, milestone disbursements, and retainer parameters will be strictly defined in the corresponding SOW. Unless otherwise specified in writing:

• Invoices are due upon receipt on a Net-30 basis.
• Late Payment Accrual: Accounts in arrears beyond 30 days shall accrue interest at a rate of 1.5% per month (or the maximum allowed by law).
• The Company reserves the unilateral right to suspend API access, halt cloud infrastructure, and freeze Workspaces for accounts persistently in arrears.

4. Strategic Intellectual Property Boundaries

We maintain strict delineations regarding data and codebase ownership to protect standard enterprise deployments:

A. Client Ownership

The Client retains total, unabridged ownership of all proprietary data, corporate documentation, PII, and existing IP injected into the system. Knowlance AI claims zero ownership over Client Data.

B. Knowlance AI Background IP

Knowlance AI perpetually retains all rights, title, and interest in its Background IP, generalized machine learning pipelines, agent orchestration logic, and foundational operational frameworks. The Client is granted a non-exclusive, non-transferable license to utilize embedded Background IP strictly as required to operate the Custom Deliverables.

C. Custom Deliverable Transfer

Ownership of any custom-engineered Deliverable code specifically commissioned by the Client transfers entirely to the Client only upon full and final remittance of all project fees.

5. Confidentiality & Mutual Protection

Both entities agree to fiercely protect proprietary algorithms, business strategies, and trade secrets disclosed during an engagement. These mutual confidentiality obligations shall unequivocally survive the termination of any SOW for a strict period of three (3) years. This clause operates symbiotically with any explicitly executed Non-Disclosure Agreement (NDA).

6. Non-Solicitation of Specialized Engineering Personnel

7. Corporate Reference & Publicity Rights

Unless explicitly restricted within a governing SOW via a "Stealth Mode" or "White-label" addendum, Knowlance AI retains the standard B2B right to utilize the Client’s corporate name, logo, and a high-level (non-confidential) summary of the deployed architecture in marketing collateral, case studies, and corporate portfolios.

8. Probabilistic AI Output & Professional Advice Liability Disclaimer

The Client explicitly acknowledges that Artificial Intelligence models (LLMs, neural networks, computer vision tools) generate outputs probabilistically. As inherent to current global AI capabilities:

• Hallucinations: AI-generated analytics, textual outputs, or code suggestions may occasionally contain factual inaccuracies, logic errors, or "hallucinations."
• No Professional Advice: No AI system deployed by Knowlance AI is intended to provide validated legal, medical, financial, or certified engineering advice.
• Human-in-the-Loop Liability: The Client is solely, irreducibly responsible for implementing human oversight workflows to verify AI outputs before deploying them into mission-critical corporate decisions or customer-facing environments.

9. Third-Party Infrastructure & API Ecosystem Dependency

Our enterprise deployments rely heavily on top-tier global cloud infrastructure (e.g., Google Cloud, AWS) and foundational AI model endpoints (e.g., OpenAI, Anthropic). Knowlance AI accepts zero liability for downtime, latency, or API throttling caused directly by third-party provider outages, rate-layer shifts, or global network collapses.

10. Strict Limitation of Corporate Liability

11. Comprehensive Indemnification

The Client agrees to completely indemnify, defend, and hold harmless Knowlance AI, its operational directors, and engineers from any liabilities, regulatory fines, or legal expenses arising directly from: (a) The Client injecting unauthorized, illegal, or grossly negligent data into the deployed AI systems, (b) The Client utilizing AI outputs to execute illegal commercial activities, or (c) Egregious material breaches of this Agreement.

12. Force Majeure Execution

Neither entity shall be held liable for failure or delay in executing project obligations (except for fiat payment obligations) if delayed by acts of God, kinetic war, global pandemic lockdowns, catastrophic cloud ecosystem failures (e.g., global AWS outage), or sovereign government interventions beyond reasonable commercial control.

13. Sovereign Jurisdiction & Arbitration

These Master Terms, alongside any operational SOWs, shall be strictly governed by the substantive corporate laws of India. Any irresolvable dispute, controversy, or claim arising from this architecture shall be subject to exclusive and binding arbitration seated in Hyderabad, Telangana, India, executing under the Arbitration and Conciliation Act, 1996.

14. Legal Communication & Routing

For any formal contractual clarifications, SOW amendments, or legal inquiry routing regarding these Terms: