WorkWeaver Terms of Service

Effective Date: October 22, 2026

Last Updated: October 22, 2026

Version: 2.0

BitFoundry Tech Private Limited · 3/80, Ganesar Street, Ganapathipalayam, Sulur, Moperipalayam, Coimbatore 641659, Tamil Nadu, India · CIN U62011TZ2025PTC035159

In plain words

These Terms apply to every business that uses WorkWeaver. You accept them in one of two ways: by ticking the box when you sign up online, or by signing an agreement with us that refers to them. If you have signed an agreement with us (for example for The 90-Day AI Transformation), that signed agreement wins wherever it says something different.

WorkWeaver gives you AI agents that do work across your business. You pay USD 9 an agent-hour, priced by the minute (USD 0.15 an agent-minute), for the time agents work, with no seat fee, no minimum and no rounding up. Your first 7 days are free from your first agent run. Models and WhatsApp run on your own keys, and those providers bill you directly. If you choose WorkWeaver-managed models instead (in Settings, or by calling our managed inference API), we pass their cost through at cost, with no markup.

Your data is yours. We use it only to do your work, we never train shared models on it, and you can export it at any time. We record how the product itself runs (for example tool calls, errors, retries and timing) so we can bill you correctly, keep the service reliable and improve it; that record is designed to exclude your content. You decide what the agents may do and which actions need a human to approve, so you are responsible for how you use them and for the laws that apply to your calls, messages and data. Each side's total liability is limited to the fees on your last 3 months of invoices (or Wallet charges) before the claim; if there were none in those 3 months, it is limited to USD 5,000. Indian law applies, and disputes go to arbitration in Coimbatore.

This summary helps you read the Terms; the numbered sections are the binding text.

1. The agreement

1.1 Parties. These Terms are between BitFoundry Tech Private Limited, a private limited company incorporated in India (CIN U62011TZ2025PTC035159), with its registered office at 3/80, Ganesar Street, Ganapathipalayam, Sulur, Moperipalayam, Coimbatore 641659, Tamil Nadu, India ("WorkWeaver", "we", "us"), and the business that accepts them ("Customer", "you").

1.2 How the agreement is made. The agreement starts on the earlier of:

(a) Online acceptance. An individual ticks the box confirming acceptance of these Terms, the Privacy Notice and the Data Processing Addendum (the "DPA") and then creates a workspace, on our website or through Google sign-in. The Customer is the business the individual names when creating the workspace. If no business is named, the individual accepts on behalf of the business they represent and confirms under section 1.4 that they act for it in the course of business; or

(b) Signed agreement. Both parties sign a master services agreement, order form, statement of work or similar document that refers to these Terms (a "Signed Agreement").

The "Agreement" is these Terms, the DPA, any Signed Agreement, and any document they expressly incorporate.

1.3 A Signed Agreement takes precedence. If documents conflict, this order applies:

(a) a Signed Agreement, for everything it expressly covers; (b) the DPA, for the processing of personal data; (c) these Terms; (d) the Documentation.

A Signed Agreement changes the DPA, or sections 15 or 17 of these Terms, only where it names the section it changes. Accepting these Terms online, or accepting a later version of them, never amends a Signed Agreement. Purchase order terms, supplier-portal terms and vendor-registration terms do not form part of the Agreement, even if accepted or signed, unless both parties sign them and say they override these Terms.

1.4 Authority and business use. The individual who accepts these Terms or signs a Signed Agreement confirms that they may bind the Customer. You confirm that you use the Service for business purposes and not as a consumer (including under the Consumer Protection Act, 2019). The Service is for people aged 18 or over. The Service is not offered in the European Union, the European Economic Area or the United Kingdom. You confirm that you are not established there, will not create a Workspace from there, and will not use the Service to process personal data of people located there. We may close or refuse a Workspace that breaks this, and we refund any unused Wallet balance.

2. Definitions

Agent: an AI agent in the Service that plans and carries out work for you.
Affiliate: an entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests.
Agent-Hour: sixty minutes of Billable Time (section 9.2).
Approval Policy: your settings that decide which actions an Agent may take on its own and which need a human to approve.
Authorized User: an employee or contractor you allow to use the Service.
Beta Feature: a feature labelled beta, preview, pilot, early access or experimental.
Connector Data: data the Service receives from a Customer Account through a connector you enable (for example Google Workspace, Microsoft 365, Slack or Salesforce).
Customer Accounts: accounts, numbers, API keys, credentials and subscriptions you hold with third parties and connect to the Service, such as phone numbers, WhatsApp Business accounts, AI model provider keys, email, calendar, chat and business applications.
Customer Data: data you or your Authorized Users submit to the Service, Connector Data, and the outputs the Service produces from them for you. It includes your company memory and the skills learned from your data.
Documentation: our then-current user and product documentation.
Fees: the amounts payable to us for Billable Time and any Transformation fee, excluding Pass-Through Costs and taxes.
Free Trial: the first 7 days of agent work described in section 4.1.
Managed Inference: AI model inference that runs on WorkWeaver's own provider accounts (currently Amazon Bedrock) because a Workspace Admin selected WorkWeaver-managed models, or because you call our managed inference API (/inference/v1) with a funded Wallet or under a Signed Agreement. By default, Agents run models on your own provider keys.
Output: content, actions, messages, calls, decisions or other results an Agent produces.
Pass-Through Costs: the charges for Managed Inference and any other Supplied Third-Party Service, recharged at cost under section 9.5.
Service: the WorkWeaver platform, including the Agents, company memory, skills, quality loop and channel features (meetings, phone calls, email, WhatsApp, Slack, Teams and connected business applications), the command-line tool, and any Transformation.
Supplied Third-Party Service: a Third-Party Service (including Managed Inference) that we provide for you on our own provider account, at your choice or under a Signed Agreement, instead of you connecting your own Customer Account.
Third-Party Services: products, networks and services not provided by WorkWeaver, including telecom carriers, Twilio, Meta and WhatsApp business solution providers, AI model providers, meeting platforms and any application you connect. A Supplied Third-Party Service remains a Third-Party Service.
Transformation: The 90-Day AI Transformation described in section 5, if a Signed Agreement includes it.
Usage Data: the records the Service creates about its own operation, described in section 10.3.
Wallet: the prepaid balance a self-serve Workspace uses to pay for Billable Time and Pass-Through Costs (section 9.4).
Workspace: the tenant account in which your Authorized Users, Agents and Customer Data sit.
Workspace Admin: an Authorized User with the Admin role in a Workspace.
Sub-processor and Customer Personal Data have the meanings in the DPA.

3. The Service

3.1 Access. While the Agreement is in force we give you a non-exclusive, non-transferable right for your Authorized Users to use the Service for your internal business purposes, under the Agreement and the Documentation.

3.2 Changes. We improve the Service continuously and may change features. We will not materially reduce the core functions of the Service you have paid for during a committed term in a Signed Agreement. If a change does that, you may end the affected Signed Agreement and we will refund prepaid Fees for the unused period.

3.3 Support and service levels. We give support on business days through the Service or by email to workweaver@bitfoundry.ai. Service levels and service credits apply where a Signed Agreement sets them.

3.4 Early-access features. You choose whether to use Beta Features. They let you try new capability early: they may change or stop without notice, sit outside any service level and the warranty in section 14.2, and are provided "as is". To the fullest extent the law allows, we have no liability for loss arising from your use of a Beta Feature.

4. Self-serve workspaces and the Free Trial

4.1 Free Trial. Each Customer gets one Free Trial, whether self-serve or under a Signed Agreement (unless the Signed Agreement says otherwise). It lasts 7 days (Coordinated Universal Time) from the first successful Agent run in the Workspace, not from signup. Agent time during the Free Trial is free. During the Free Trial, Agents run models only on your own provider keys; if no key is connected, Agents pause and ask you to connect one. Calls you make to our managed inference API that run on WorkWeaver's provider accounts are not part of the Free Trial and are paid from your Wallet. We may end a Free Trial early, or refuse one, where we reasonably believe it is being misused (for example several trials for one business).

4.2 After the Free Trial. Paid work in a self-serve Workspace runs on the Wallet (section 9.4); under a Signed Agreement, paid work is invoiced as that agreement says. Work stops when the Wallet reaches zero or the Workspace's usage ceiling is reached, and resumes when the Wallet is topped up or the ceiling is raised.

4.3 Usage ceiling. A Workspace Admin may set one monthly usage ceiling for the whole Workspace. When it is reached, the step that is running finishes and other work pauses until the ceiling is raised or cleared, or the next calendar month starts.

4.4 Hibernation. If a Workspace has no usage for 30 days, we may hibernate its compute after a 7-day email warning. Hibernation keeps your memory, connectors and history, is not a suspension, and ends automatically when you use the Workspace again.

5. The 90-Day AI Transformation

5.1 Scope. If a Signed Agreement includes The 90-Day AI Transformation (the "Transformation"), our team works with your team to find workflows, configure Agents, connect your systems, set approval rules and train your people. The scope, milestones, deliverables, outcome and date for section 5.3, and the fee (the "Transformation fee") are set in the Signed Agreement.

5.2 Your part. The Transformation depends on timely access to your people, systems, data, decisions and approvals. If you delay, the timeline and any date recorded for section 5.3 move by the same delay, and the Transformation fee stays payable.

5.3 Date guarantee. If the Signed Agreement records an outcome and a date and we miss that date, we keep working on the Transformation at no extra Transformation fee until the outcome is met. This is your sole and exclusive remedy for a missed date. Fees for Billable Time still apply. We do not guarantee any other business outcome.

5.4 Acceptance. A deliverable is accepted when you use it in production, or 10 business days after delivery unless you send written notice of a material non-conformity with the Signed Agreement. We will then fix it and redeliver.

6. Your responsibilities

6.1 Accounts. You are responsible for your Authorized Users, their actions and the security of their credentials. Tell us at once if you suspect unauthorized access.

6.2 You direct the Agents. You decide what the Agents do: the instructions, the Approval Policy, the channels, the people they contact and the data they use. The Service lets you require human approval before an Agent acts. Set your Approval Policy so that risky actions (such as paying or moving money, sending external communications, deleting data, committing or signing on your behalf, or changing access) need a human to approve them. An action an Agent takes within your instructions or Approval Policy, or that an Authorized User approves, is your action.

6.3 Review Outputs. AI Outputs can be wrong, incomplete, out of date or inappropriate. Review Outputs before relying on them, especially for legal, financial, medical, safety, employment, credit or other important decisions. The Service does not give professional advice.

6.4 Communications compliance. When an Agent calls, messages, emails or joins a meeting for you, you are the sender or caller, and you comply with the laws, regulations and platform rules that apply, including:

in India, the Telecommunications Act, 2023 and the Telecom Regulatory Authority of India's commercial communication rules (including the Telecom Commercial Communications Customer Preference Regulations, 2018 as amended, principal-entity, header, template and consent registration on the DLT platform, the prescribed number series for promotional and service calls, the National Customer Preference Register, and calling-time restrictions);
in the United States, the Telephone Consumer Protection Act and FCC rules (including prior express consent, and prior express written consent for marketing, for calls or texts using an artificial, prerecorded or AI-generated voice), the Telemarketing Sales Rule, the National Do Not Call Registry, state telemarketing laws and CAN-SPAM;
call and meeting recording and transcription laws, including telling people at the start and obtaining consent where all-party consent is required;
laws and platform rules that require disclosure that a person is dealing with an AI or automated system (including, where they apply, US state bot-disclosure laws such as the California BOT Act);
WhatsApp Business, Meta, carrier and Twilio policies, including opt-in, message template and quality rules;
privacy and electronic marketing laws (such as the DPDP Act 2023).

You keep records of every notice, consent and opt-out these rules require, honour opt-outs promptly, and give us copies on request if a regulator, carrier or provider asks us. Where your Agents capture a call or meeting consent or an opt-out through the Service, the Service records it, and you may use that record as part of your own records. The Service is not a replacement for ordinary telephone service and must not be used to call emergency services.

6.5 Your data. You are responsible for the accuracy and lawfulness of Customer Data, and you confirm you have the rights, notices and consents needed for us to process it under the Agreement. Submit protected health information, payment card data or other specially regulated data only where a Signed Agreement allows it and any agreement the law requires (such as a HIPAA business associate agreement) is signed.

6.6 Acceptable use. You will not, and will not let anyone, use the Service to: (a) break any law or third-party right; (b) send spam, robocalls, or messages to people who have not consented where consent is needed; (c) deceive people about whether they are dealing with an AI where the law or platform rules require disclosure; (d) harass, discriminate, or make decisions about people that the law forbids being automated; (e) create or spread malware, or probe, overload or break the Service or other systems; (f) access the Service to build a competing product, or copy, reverse engineer or resell it, except as the law expressly allows; (g) process data you have no right to process; (h) use the Service for weapons, critical-infrastructure control, or any purpose prohibited by export-control or sanctions law; (i) use the Service for any practice prohibited by applicable AI law, or for uses that law classes as high-risk unless you have met its requirements; (j) breach the usage or acceptable-use policies of any Third-Party Service the Service uses for you (including the providers behind Managed Inference and any connector); (k) offer, through WhatsApp or any other messaging platform, a general-purpose AI assistant where AI is the main purpose of the service rather than part of your own business service (such as support, bookings or orders), or use data from that platform to train AI models other than models used only for you, where that platform's terms forbid it (for WhatsApp, section 4.7 of the Meta Terms for WhatsApp Business Platform); or (l) use an Agent to ask people to type or say payment card numbers, passwords, one-time passcodes or government identity numbers in a chat, message or call, except through a secure payment, sign-in or verification flow the Service provides for that purpose. We may suspend use that breaches this section (section 16).

6.7 Public-facing channels. When you connect a channel anyone can reach, such as a WhatsApp number, a phone line or a website chat widget, anyone who finds it can talk to your Agent. You choose which skills, tools and data each such channel may use (for phone lines, apart from the voice model's built-in web search): grant a public channel only what you would be comfortable for any member of the public to see or trigger. If you turn off a protective default for a channel (for example, approval before an Agent contacts a new recipient), you accept the risk that default reduces. Tell us promptly if you believe someone is misusing one of your channels. You can pause your Workspace, or turn off a website chat widget, at any time.

7. Third-Party Services and your accounts

7.1 Your accounts and keys. By default, phone calls and numbers, WhatsApp messaging and AI model usage run on your own Customer Accounts and API keys, under your own agreements with those providers, and the providers bill you directly. You hold telephone numbers, sender IDs, headers and WhatsApp Business accounts in your own name.

7.2 Your instruction to connect. When you connect a Customer Account, you instruct us to exchange data with that provider for you. The provider processes that data under your agreement with it.

7.3 Responsibility for providers. We are responsible for the Service and for the Sub-processors we engage (DPA section 6). Providers you connect run their own services under their own terms, so their availability, accuracy, security, pricing, policies, suspensions, rate limits, model behaviour and changes are theirs. If a Third-Party Service changes or stops in a way that affects the Service, we will tell you and offer an alternative where one is reasonably available.

7.4 Credentials. You keep your Customer Accounts in good standing, funded and secure, pay their usage charges, and revoke keys you no longer want us to use. We store the credentials you give us encrypted and use them only to provide the Service.

7.5 Services we supply for you. A Supplied Third-Party Service runs on its provider's terms, service levels and acceptable-use policies, which you agree to follow for your usage. Price changes by the provider pass through from the date they apply to us. If we receive a credit, refund or other remedy from the provider for a failure affecting your usage, we pass the matching share to you, and that is your sole and exclusive remedy for that failure. This does not limit our obligations under the DPA. If a provider suspends, limits or charges us because of your use, we may suspend that service for you and you will reimburse those charges.

8. AI Outputs

8.1 Nature of AI. Outputs are generated by probabilistic models and may not be unique; other customers may receive similar Outputs. Outputs are not professional (legal, financial, tax, medical or other) advice. Models are subject to their providers' usage policies and may refuse, change or be withdrawn.

8.2 Ownership. As between us, you own the Outputs produced for you, to the extent the law allows anyone to own them.

8.3 Content from outside sources. Agents read content that neither party controls, such as messages from members of the public, web pages, emails, documents and data from Third-Party Services. Such content can try to steer an AI model (often called "prompt injection"), and no AI model today can be made fully immune to it. We therefore build the Service so that each Agent's permissions, data access and your Approval Policy are enforced by the Service itself, outside the AI model, so that outside content cannot widen what an Agent is allowed to do. Section 17.2 allocates the risk of an Output influenced by outside content in the same way as any other Output; an Agent taking an action that your Approval Policy required to be approved, without that approval, remains our responsibility under section 17.2.

9. Fees, metering and payment

9.1 Rate. Agent work is charged at USD 9 an Agent-Hour (USD 0.15 an agent-minute), unless a Signed Agreement sets a different rate. There are no seat fees, subscriptions, activation fees or minimums.

9.2 Billable Time. "Billable Time" is the time an attributable WorkWeaver execution span is open: from when an Agent starts a unit of work until it closes, including planning, model inference, tool and API work, retries and errors. Concurrent spans (for example parallel sub-agents) are counted separately; the same span is never counted twice. A parent span that is only waiting for its child spans is not billed, and time whose working or waiting state cannot be determined is not billed. A lost worker's span closes no later than one minute after its last verified heartbeat. Time is measured to the millisecond and charged at the Agent-Hour rate divided by 60 for each agent-minute, pro rata. Nothing rounds up: amounts below the smallest billing unit carry forward to the next charge. Billable Time during the Free Trial is free.

9.3 Transformation fee. Any Transformation fee is set in, and payable as stated in, the Signed Agreement.

9.4 Self-serve: the Wallet. A self-serve Workspace pays from a prepaid Wallet funded through our payment processor (Razorpay). Wallet top-ups open when that account goes live; until then a self-serve Workspace uses the Free Trial. Once open, you may top up at any time. Paid work stops when the Wallet reaches zero and resumes when you top up. The Wallet is an advance for our future services, not a stored-value instrument. We refund the unused balance on request, against the original payment and in its original currency, after accounting for work already done and deducting the disclosed payment and currency-conversion costs where the law allows. Amounts reserved for work whose outcome is still unknown are settled as evidence arrives and the remainder is then refunded. Banks normally complete refunds within 5 to 7 working days after we initiate them.

9.5 Managed Inference and Pass-Through Costs. If a Workspace Admin selects Managed Inference, you call our managed inference API and the call runs on our provider accounts, or a Signed Agreement provides a Supplied Third-Party Service, we charge it at cost, with no markup: the provider's price for your usage (never above its published list price), plus the payment-processing and currency-conversion costs we actually incur, as shown in our records or the provider's invoice. Self-serve Workspaces pay these from the Wallet; Workspaces on a Signed Agreement pay them on the invoice.

9.6 Invoices under a Signed Agreement. We invoice monthly in arrears for Billable Time and Pass-Through Costs, and as the Signed Agreement states for any Transformation fee. Invoices are payable within 15 days of the invoice date unless the Signed Agreement says otherwise. Customers in India are invoiced in Indian Rupees at the exchange rate stated on the invoice; others are invoiced in US Dollars and pay in freely convertible foreign currency. You pay the bank, transfer and currency-conversion charges on your side, so that we receive the full invoiced amount.

9.7 Metering records. Our metering records are the basis for billing. You can see your usage in the Service at any time. You may dispute a charge in good faith by writing to us, with reasons, within 15 days of the invoice date or the Wallet debit. You pay the undisputed part on time. On request we give you the usage records behind a disputed charge, and we correct any proven metering error through a credit or adjustment. A charge not disputed in time stands. A metering error proven within 12 months of the charge is still corrected, but only in your favour: we never back-bill you for under-charged work.

9.8 Taxes. Fees and Pass-Through Costs exclude taxes. You pay all taxes, duties and levies on them, including Indian GST where applicable and any VAT, GST or sales tax you must self-assess under reverse charge in your own country, other than taxes on our net income. Customers in India give us their GSTIN and correct billing details. If Indian law requires you to deduct tax at source (TDS), you may do so if you deposit it on time and give us the certificate within the time the law sets; otherwise you pay the deducted amount to us. If another country's law requires you to withhold tax, you increase the payment so that we receive the full invoiced amount, except to the extent we can obtain a credit for the withheld tax, and you give us the documents we need to claim treaty relief or a credit. For services that qualify as an export of services under Indian GST law, we treat them as zero-rated (under a Letter of Undertaking or as the law permits); if that treatment is denied because of information you gave us or your failure to pay in convertible foreign currency, you pay the GST and any resulting interest.

9.9 Late payment. Overdue undisputed invoiced amounts carry simple interest at 1.5% per month (18% a year), or the highest rate the law allows if lower, from the due date until paid; a higher rate applies where the law requires it (for example, under the Micro, Small and Medium Enterprises Development Act, 2006 where we are a registered micro or small enterprise). If an undisputed amount is more than 15 days overdue, we may suspend the Service after 7 days' written notice until it is paid. You pay our reasonable costs of collecting overdue amounts.

9.10 Fees are final. Fees for work done are non-refundable except as these Terms or a Signed Agreement expressly say. Unused Wallet balance is always refundable under section 9.4.

9.11 Price changes. We may change rates with at least 30 days' notice. A new rate applies from the first calendar month that starts at least 30 days after our notice. Rates in a Signed Agreement do not change during its committed term except as that agreement allows and for Pass-Through Costs under section 7.5.

10. Customer Data and Usage Data

10.1 Your data stays yours. You own Customer Data. You give us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only to provide, secure and support the Service for you, to bill you, and as the law requires.

10.2 No training of shared models. We do not use Customer Data to train, fine-tune or improve AI models or skills that are shared with or used for any other customer, and we do not allow our Sub-processors to do so. Skills, memory and quality improvements learned from your Customer Data are used only in your Workspace.

10.3 Usage Data. The Service records how it runs: for each unit of agent work, which tools were called, retries, errors, timeouts, latency and duration, which model and provider route was used, token counts, the billing meter, and similar operational events that the Service itself generates. Usage Data is made of the kinds of fields listed in our Privacy Notice (section 4.6), and we design it to exclude the content of Customer Data: no prompts, messages, documents, transcripts, recordings, files, Outputs, contact details of the people your Agents deal with, or credentials. Usage Data is tied to your Workspace and Authorized User identifiers so we can bill you and support you. Diagnostic error logs are not Usage Data: any part of Customer Data they capture remains Customer Data under the DPA.

10.4 How we use Usage Data. We use Usage Data to provide, meter and bill the Service, to keep it secure and reliable, to support you, and to improve the Service. We may combine Usage Data across customers only in aggregated or de-identified form that does not identify you, your users or any individual, and we never sell it or use it for advertising. We are responsible for Usage Data as an independent controller under our Privacy Notice (DPA section 1.4).

10.5 Connector Data. We use Connector Data only to provide the features you turn on for your own Workspace. We do not use it to train any AI model, we do not use data from one customer to benefit another customer, we do not sell or transfer it except as needed to provide the Service, and our people read it only with your permission, for security or where the law requires. We keep it only as long as the features you use need it, and we delete it when you disconnect the connector, unless you choose to keep it. Where a provider's API terms set stricter rules (including the Google API Services User Data Policy and its Limited Use requirements, the Microsoft APIs Terms of Use, the Slack API Terms of Service and Salesforce's API terms), we follow those rules for that provider's data.

10.6 Export at any time. You may export Customer Data at any time through the Service or by asking us, in a commonly used machine-readable format.

10.7 After the Agreement ends. For 30 days after the Agreement ends we keep Customer Data available for export. We then delete it from live systems within 30 days, and from backups as they expire in the normal cycle (within 90 days), unless the law requires us to keep it. Billing and refund records are kept for as long as tax and company law require. DPA section 10 applies.

10.8 Personal data. The DPA governs our processing of personal data in Customer Data and forms part of the Agreement.

11. Intellectual property

11.1 Ours. We and our licensors own the Service, the Documentation, our models, software, general skills and methods, and all improvements to them, excluding Customer Data. No rights are granted except as expressly stated.

11.2 Transformation materials. Deliverables made only for you in the Transformation, to the extent they contain your Customer Data or your confidential information, are yours. Our pre-existing materials and general know-how stay ours, and you may use them as part of the deliverables while you are a customer.

11.3 Feedback. You may give us suggestions. We may use them freely, but never your Confidential Information or Customer Data.

12. Confidentiality

12.1 Each party keeps the other's non-public business, technical and financial information ("Confidential Information") confidential, uses it only for the Agreement, and shares it only with its personnel, advisers and sub-processors who need to know it and are bound by similar duties.

12.2 This does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or is lawfully received from someone else without a duty of confidence. A party may disclose information if the law or a court requires it, after giving notice where lawful.

12.3 These duties last during the Agreement and for 3 years after, and for trade secrets as long as they remain trade secrets.

13. Security

We protect Customer Data with the technical and organisational measures in Annex 2 of the DPA, and we keep improving them; any update keeps at least the same overall level of protection. On request we tell you which independent certifications and audit reports we hold.

14. Warranties and disclaimers

14.1 Mutual. Each party warrants that it has the power to enter into the Agreement.

14.2 Ours. We warrant that the Service will perform materially as described in the Documentation, and that we will perform the Transformation with reasonable skill and care. If we breach this warranty and you tell us in writing within 30 days, we will fix it. If we cannot within 30 days, either party may end the affected part of the Agreement and we will refund prepaid Fees for the unused period and any unused Wallet balance. This is your sole and exclusive remedy for breach of this warranty.

14.3 Warranty scope. Except as section 5.3 and this section 14 state, the Service, Outputs and Transformation are provided "as is" and "as available". To the fullest extent the law allows, we disclaim all other warranties and conditions, express or implied, including merchantability, fitness for a purpose, accuracy, non-infringement and uninterrupted or error-free operation.

15. Indemnity

15.1 Your indemnity. You will defend, indemnify and hold harmless WorkWeaver, its Affiliates, directors, officers, employees and contractors from and against third-party claims, regulator and carrier proceedings, and the resulting penalties, fines, losses, damages, costs and expenses (including reasonable legal fees), to the extent they arise from:

(a) Customer Data, including any claim that it infringes rights or was collected or processed without a required notice, consent or lawful basis; (b) your instructions, your Approval Policy, actions you or your Authorized Users approved, and your use of Outputs; (c) calls, messages, emails, recordings and other communications made through the Service on your behalf, including claims under telecom, consumer-protection, telemarketing, anti-spam, recording and privacy laws (such as TRAI regulations, the TCPA and the DPDP Act); (d) your Customer Accounts and your use of Third-Party Services, including breaches of their terms; (e) your breach of section 6 or of law; or (f) a claim, suspension, charge or penalty that a Third-Party Service provider, carrier or regulator brings against or imposes on us because of your use of the Service or of a Supplied Third-Party Service,

except to the extent caused by WorkWeaver's breach of the Agreement, fraud or wilful misconduct.

15.2 Process. We will tell you promptly about a claim (a delay reduces your obligation only to the extent it prejudices you), let you control the defence with counsel reasonably acceptable to us, and give reasonable help at your cost. You may not settle a claim in a way that admits fault by us or imposes an obligation on us without our written consent. We may join with our own counsel at our cost. For a regulator or carrier proceeding against us, or a court proceeding against us that seeks a fine, penalty or order binding on us, we control our response and you pay its reasonable costs.

16. Suspension

We may suspend all or part of the Service, with notice where practical, if: (a) your use breaches section 6 or threatens the security, integrity or availability of the Service or others; (b) a provider, carrier, regulator or court requires it; (c) section 9.9 applies; or (d) we reasonably believe it is needed to prevent harm or a legal violation. We limit the suspension to what is needed and restore the Service as soon as the cause is resolved.

17. Limitation of liability

17.1 Excluded losses. To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data (except the reasonable cost of restoring Customer Data from the last available backup, which is subject to section 17.3), or for the cost of substitute services, however caused and on any theory of liability, even if told it was possible.

17.2 Allocation of specific risks. Each party bears the risks it controls. To the fullest extent the law allows, WorkWeaver is not liable for loss to the extent it arises from: (a) a Third-Party Service you connect, or the acts, omissions, outages or changes of its provider; (b) your instructions, Approval Policy or approvals, or an Output that you or your Authorized Users approved or relied on; (c) your Customer Accounts, numbers, credentials or keys; (d) the content, accuracy or legality of, or rights in, Customer Data; (e) Beta Features; or (f) your breach of the Agreement or the law. This section does not reduce our responsibility for the Service itself, for our Sub-processors (DPA section 6.4), or for an Agent taking an action that your Approval Policy required to be approved and that was not approved; that responsibility remains subject to sections 17.1 and 17.3.

17.3 Cap. To the fullest extent the law allows, each party's total aggregate liability arising out of or relating to the Agreement, on any theory (contract, tort including negligence, breach of statutory duty, or otherwise), will not exceed the lesser of (i) the Fees invoiced to you (or, for a self-serve Workspace, charged to your Wallet) during the 3 months immediately before the date on which a claim is first notified in writing and (ii) USD 5,000; if no Fees were invoiced or charged for those 3 months, it will not exceed USD 5,000 (or its equivalent in Indian rupees at the Reserve Bank of India reference rate on that date). Pass-Through Costs and taxes are not Fees for this purpose. This is one aggregate cap for each party for all claims under the Agreement; multiple claims, documents or claimants do not enlarge it, and amounts paid under it reduce it.

17.4 What is not limited. Nothing in the Agreement limits or excludes liability that applicable law does not allow to be limited or excluded (under Indian law this may include liability for fraud and wilful misconduct). Sections 17.1 to 17.3 do not limit our obligation under section 5.3 to keep working at no extra Transformation fee, or our obligation to refund unused Wallet balance.

17.5 Your liability outside the limits. Sections 17.1 to 17.3 do not limit your obligation to pay Fees, Pass-Through Costs and taxes, your liability under section 15, or your liability for breach of section 6.6 or for infringing our intellectual property.

17.6 Basis of the bargain. These limits are a reasonable allocation of risk between businesses, are reflected in the Fees, and are essential to the bargain. The amount in section 17.3 is the maximum compensation the parties contemplate for any breach, including for the purposes of sections 73 and 74 of the Indian Contract Act, 1872. Losses excluded by section 17.1 are losses the parties did not contemplate, when making the Agreement, as likely to result from a breach.

18. Term and termination

18.1 Term. The Agreement runs from the day it starts (section 1.2) until it ends under this section 18. A Signed Agreement runs for the term it states; unless it says otherwise, agent-hour usage under it continues month to month until either party ends it with 30 days' written notice.

18.2 Self-serve: ending at any time. A self-serve Customer may end the Agreement at any time by cancelling in the Service's billing settings or by writing to us. Cancelling stops new paid work, and we refund the unused Wallet balance under section 9.4. We may end a self-serve Agreement with 30 days' notice, and we then refund the unused Wallet balance in full.

18.3 For breach. Either party may end the Agreement by written notice if the other materially breaches it and does not cure the breach within 30 days of written notice (7 days for non-payment).

18.4 Insolvency. Either party may end the Agreement immediately if the other becomes insolvent, enters liquidation, administration or a corporate insolvency resolution process, or makes an arrangement with its creditors, to the extent the law allows termination.

18.5 Effect. When the Agreement ends: your right to use the Service stops; you pay all Fees and Pass-Through Costs accrued up to the end date (and, if you end a committed term in a Signed Agreement other than under section 3.2, 14.2, 18.3 or 19 of these Terms or section 6.3 of the DPA, the remaining committed Fees, which become due at once); section 10.7 applies to export and deletion; and each party returns or destroys the other's Confidential Information on request, except as the law or ordinary backups require.

18.6 Survival. Sections 1.3, 2, 6.4 (records and copies), 7.3, 7.5, 8, 9 (for amounts due, refunds and disputes), 10.4, 10.7, 11, 12, 14.3, 15, 17, 18.5, 18.6, 20 and 21 survive termination, as does the DPA for as long as we hold Customer Personal Data, and any other provision that by its nature is meant to survive.

19. Force majeure

Neither party is liable for delay or failure (other than to pay or refund) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labour disputes, power, internet or telecom failures, cyber-attacks not caused by its failure to keep agreed security measures, failures, outages, capacity or rate limits, suspensions, deprecations, policy changes or withdrawals of cloud, telecom, messaging or AI model providers and other Third-Party Services, and changes in law or in regulator or carrier directions that affect them. A failure of one of our Sub-processors is a force majeure event only where it is a wide outage that also stops that provider's other customers. The affected party tells the other promptly and takes reasonable steps to limit the effect. If an event prevents performance for more than 30 days, either party may end the affected part of the Agreement, and we refund prepaid Fees for the period of non-performance and any unused Wallet balance.

20. Governing law and disputes

20.1 Law. The Agreement, and any dispute or claim arising out of or relating to it (including non-contractual claims), is governed by the laws of India, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

20.2 Talk first. A party with a dispute sends a written notice to the other. Senior representatives try in good faith to resolve it within 30 days.

20.3 Arbitration. Any dispute not resolved under section 20.2 is finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator who is independent and impartial under section 12 of that Act, appointed by agreement of the parties or, failing agreement within 30 days of a written request, by the court or institution designated under section 11 of that Act. Neither party alone may appoint the arbitrator. The seat and venue of arbitration is Coimbatore, Tamil Nadu, India, and the language is English. The arbitrator decides who bears the costs. The award is final and binding and may be enforced in any court with jurisdiction. The arbitration and its result are confidential, except as needed to enforce or challenge an award or as the law requires.

20.4 Courts. Subject to section 20.3, the courts with jurisdiction over the seat have exclusive jurisdiction over court proceedings about the arbitration (including interim relief under section 9 and challenges under section 34 of that Act): the competent commercial court at Coimbatore, Tamil Nadu, or, where that Act gives jurisdiction to the High Court (for example, in an international commercial arbitration), the High Court of Judicature at Madras. Either party may also seek urgent injunctive relief to protect its intellectual property or Confidential Information in any competent court, and WorkWeaver may sue in the courts at Coimbatore to recover undisputed overdue Fees.

21. General

21.1 Notices. Legal notices (of breach, termination, a claim or a dispute) are in writing and sent by email, with a copy by courier or registered post for a Signed Agreement. Notices to us go to workweaver@bitfoundry.ai and our registered address. Notices to you go to the Workspace owner's email, or the contact in your Signed Agreement, which you keep current. An email notice is received on the next business day at the recipient's location after it is sent, unless the sender gets a delivery-failure message; a courier or registered-post notice is received on delivery. Routine operational notices (including price, Sub-processor and Terms updates) may be sent by email or through the Service.

21.2 Assignment. You may not assign or transfer the Agreement without our written consent. We may assign it to an Affiliate or to a successor in a merger, acquisition, reorganisation or sale of all or most of our business or assets, with notice to you.

21.3 Subcontractors. We may use subcontractors and Sub-processors and remain responsible for their performance under the Agreement, as the DPA describes.

21.4 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency, employment or fiduciary relationship.

21.5 Compliance. Each party complies with the anti-bribery, anti-corruption, export-control and sanctions laws that apply to it. You confirm that you are not on any government restricted-party list and will not use the Service in a sanctioned country or for a prohibited purpose.

21.6 Publicity. We name you as a customer or show your logo only with your prior written consent, which you may withdraw.

21.7 Changes to these Terms. We may update these Terms by publishing a new version with a new version number and giving at least 30 days' notice by email and in the Service. For a self-serve Customer, a change that materially affects your rights applies from the end of the notice period; if you do not agree with it, you may end the Agreement under section 18.2 before then, and we refund any unused Wallet balance. Other changes apply from the end of the notice period. For a Signed Agreement, a change that materially reduces your rights during a committed term applies to that term only if you agree in writing, except where the law or a provider requires the change.

21.8 Record of acceptance. We keep a record of each online acceptance: who accepted, for which Workspace, the date and time, and the version of the Terms in force. We give you a copy on request, and either party may rely on it as evidence.

21.9 Entire agreement. The Agreement is the entire agreement on its subject matter and replaces all prior proposals, discussions and agreements. Neither party relies on any statement not set out in it. Nothing excludes liability for fraud.

21.10 Amendment and waiver. Except under section 21.7, changes must be in writing and signed by both parties. A failure or delay in enforcing a right is not a waiver.

21.11 Severability. If a provision is held invalid or unenforceable, it applies to the maximum extent permitted and the rest of the Agreement continues. The parties will replace it with a valid provision that comes closest to its intent.

21.12 Electronic acceptance, signature and stamp duty. The Agreement may be accepted online or signed electronically under the Information Technology Act, 2000, and signed in counterparts, each of which is an original. You bear any stamp duty payable in India on a Signed Agreement; we may pay it for you and invoice it at cost.

21.13 Third parties. Only the parties (and, for section 15, the indemnified persons) have rights under the Agreement.

21.14 Language. The Agreement is in English. Any translation is for convenience only.

21.15 Set-off. We may set off any amount you owe us under the Agreement against any amount we owe you under it, except unused Wallet balance you have asked us to refund.

21.16 Interpretation. Headings and the "In plain words" summaries help you read the Agreement and do not affect its interpretation. "Including" means "including without limitation".

Contact: BitFoundry Tech Private Limited (WorkWeaver), 3/80, Ganesar Street, Ganapathipalayam, Sulur, Moperipalayam, Coimbatore 641659, Tamil Nadu, India · workweaver@bitfoundry.ai