Licensing Agreement

This Licensing Agreement ("Agreement") governs your right to access and use the software, models, and services made available by Solique Global Technologies Private Limited ("Company", "we", "us") through AskSolique.ai (the "Platform"). It supplements our Terms of Service.

By using the Platform, you agree to this Agreement. If you do not accept it, please do not access or use our services.

1. Definitions

In this Subscriber Agreement: "Agreement" means this Subscriber Agreement, including any referenced terms of use, privacy policies, or other attachments, as amended from time to time in accordance with Section 9 hereof.

"AskSolique.ai" (also referred to as the 'Product' in this Agreement) means the proprietary, cloud-based, AI-powered software platform operated and maintained by Solique Global Technologies Private Limited, including all related updates, modules, subcomponents, and associated services

"Company" means Solique Global Technologies Private Limited, a company incorporated and governed under the Companies Act, 2013, with its principal place of business at No. 453, Fathima Akhtar Court, 8th Floor, Anna Salai, Teynampet, Chennai - 600 018.

"Order" means any document, invoice, registration form, or web-based transaction through which the Subscriber subscribes to the Product, including details such as the Subscription Term, Subscription Fee, number of Users, and applicable service tiers.

"Subscriber" means the individual, entity, or organization that has entered into this Agreement and purchased a subscription to access the Product as indicated in the applicable Order.

"Subscription Fee" means the amount payable by the Subscriber to the Company for access to the Product during the Subscription Term, exclusive of applicable taxes, as detailed in the Order.

"Subscription Term" means the initial period during which the Subscriber is granted access to the Product, as specified in the Order, together with any renewal terms as defined in Section 12 below. If no period is specified in the Order, the Subscription Term shall default to one (1) year.

"User" means an individual authorized by the Subscriber to access and use the Product under the Subscriber's account, who is an employee, consultant, or other personnel acting on behalf of the Subscriber, subject to the usage restrictions and limitations set out in this Agreement. No User may be, or work for, a direct or indirect competitor of the Company.

2. License Grant and Access Rights

(a) License. Subject to the timely payment of Subscription Fees and compliance with the terms of this Agreement, the Company grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Product solely for internal professional, academic, or business purposes and not for resale or external distribution.

(b) User Limitation. Use of the Product shall be limited to the number of Users specified in the applicable Order. The Subscriber shall ensure that only such authorized Users access the Product and shall be fully responsible for all acts and omissions of its Users. Each User must be a unique individual, and the Subscriber shall be responsible for ensuring that the maximum number of Users specified in the Order is not exceeded. The Subscriber may update the list of authorized Users at the beginning of each Subscription Term.

(c) Restrictions. The Subscriber shall not, and shall not permit any third party to:

• Copy, modify, decompile, reverse-engineer, disassemble, or attempt to derive the source code of the Product.
• Sublicense, sell, lease, distribute, or otherwise make the Product available to third parties.
• Use the Product in any manner that violates applicable law or regulation.
• Access the Product for purposes of competitive benchmarking or the development of a competing service.
• Interfere with the performance, integrity, or security of the Product.

THE USER MAY NOT ACCESS THE SERVICES IF THE USER IS A DIRECT COMPETITOR, NOR MAY THE USER MONITOR THE PRODUCT'S FUNCTIONALITY, PERFORMANCE, AVAILABILITY, OR ANY OTHER COMPETITIVE OR BENCHMARKING-RELATED ASPECTS.

3. Subscriber Obligations

(a) Payment. The Subscriber shall pay all Subscription Fees in accordance with the terms set forth in the Order. Except as specifically provided otherwise in this Agreement, all fees are non-refundable. Suspension of the Subscription Services shall not relieve the Subscriber of its payment obligations under this Agreement. The Subscriber agrees that AskSolique.ai shall not be liable to the Subscriber or to any third party for any liabilities, claims, or expenses arising from or relating to the suspension of Subscription Services resulting from the Subscriber's non-payment.

(b) Security and Access. The Subscriber shall ensure that access credentials are kept confidential and shall immediately notify the Company of any unauthorized use or security breach. The Subscriber shall be solely responsible for all activities occurring under its account.

(c) Use Conduct. The Subscriber shall not use the Product to generate misleading, fraudulent, or unlawful advice, and acknowledges that the Product outputs are informational tools only and are not substitutes for professional judgment or advice.

(d) Data Compliance. The Subscriber shall be solely responsible for obtaining all consents and authorizations required by any applicable law for the collection, storage, and processing of information and/or sensitive personal data in accordance with the Subscriber's queries. T he Subscriber warrants that such processing in accordance with its instructions will not place the Company in breach of applicable data protection laws.

(e) Marketing Rights. The Subscriber agrees that the Company may identify the Subscriber as a client for promotional purposes, including the use of the Subscriber's name and logo in marketing materials, presentations, and case studies. Any press release or case study shall be shared with the Subscriber in advance of publication. The Subscriber may withdraw such consent by providing thirty (30) days' prior written notice to the Company.

4. Intellectual Property and Data

(a) Ownership. The Company retains all right, title, and interest in and to the Product, including all updates, enhancements, algorithms, and intellectual property rights therein. No rights are granted to the Subscriber except as expressly provided in this Agreement.

(b) Subscriber Data. The Subscriber grants the Company a non-exclusive, worldwide, royalty-free license to process, store, and analyze data inputs and interactions made through the Product for the purposes of operating, maintaining, and improving the Product. The Company will implement reasonable technical and organizational measures to protect such data.

(c) Confidentiality of Pricing. All pricing, discount, and fee-related information under this Agreement shall be treated as strictly confidential information of the Company. The Subscriber agrees not to disclose such information to any third party without the prior written consent of the Company. Unauthorized disclosure of pricing information shall constitute a material breach of this Agreement.

(d) AI-Generated Content. The Subscriber acknowledges and agrees that any prompts, queries, documents, responses, or other outputs generated by the Product shall remain the sole and exclusive property of the Company. The Subscriber shall not use such outputs to train, fine -tune, or otherwise improve any artificial intelligence or machine learning model — whether proprietary or third -party — without the Company's prior written consent.

5. Product Access and Availability

(a) The Subscriber acknowledges that the Product is a hosted, cloud-based service requiring internet access. The Subscriber is responsible for all hardware, software, connectivity, and related infrastructure required to access the Product.

(b) The Company makes no representations or warranties regarding the availability or uninterrupted use of the Product and expressly disclaims liability for any disruption caused by third-party providers or force majeure events.

6. Legal Disclaimer

(a) The Subscriber acknowledges and agrees that no legal advice is provided by the Product and that no solicitor -client relationship is formed between the Subscriber and the Company.

(b) The Product, its content, and all related services made available under this Agreement are designed and intended to serve as informational tools only. They are not designed or intended to be a substitute for legal, tax, accounting, or other professional advice and should not be used as a replacement for professional counsel. It is the express responsibility of the Subscriber and its Users to review and determine the suitability of any output generated by the Product and to consult their own independent professional advisors before acting on such output.

(c) The Subscriber acknowledges and agrees that the Product uses experimental technology, including generative artificial intelligence and machine learning algorithms, and may sometimes produce inaccurate or unintended output. Accordingly, the Company makes no warranties regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the outputs. The Subscriber further acknowledges that outputs generated by artificial intelligence tools may not be protectable under applicable inte llectual property laws, and the Company hereby disclaims any representations and warranties with respect to the ownership or protectability of such outputs. The Subscriber's use of and reliance on the outputs is at the Subscriber's own risk, and the Compan y shall not be liable for any loss or damages arising therefrom.

(d) Every effort has been made to ensure the accuracy and completeness of the Product. However, inadvertent errors or omissions may occur. If a User notices any discrepancies or inaccuracies, the Subscriber is encouraged to bring them to the Company's attention. The Company shall not be held liable for any loss or damage arising from the use of such material.

(e) To the fullest extent permitted by applicable law, all warranties — express or implied — are disclaimed, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non -infringement. All content is made available on an "as is" basis.

(f) The Company reserves the right to update, modify, or revise the Product at its sole discretion and may do so with or without prior notice to Users.

7. Termination

(a) Either party may terminate this Agreement by providing written notice to the other, effective at the end of the then -current Subscription Term.

(b) The Company may terminate this Agreement immediately upon written notice if the Subscriber breaches any material provision of this Agreement or violates applicable law in connection with the use of the Product. The Company may also restrict, suspend, or terminate access immediately if the Subscriber uses the Product for illegal or fraudulent purposes or attempts to reverse-engineer the platform.

(c) Upon termination:

• The Subscriber shall immediately cease all use of the Product.
• All outstanding Subscription Fees shall become immediately due and payable.
• The Company may delete the Subscriber's account and associated data after thirty (30) days.

8. Assignment

(a) The Subscriber may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Company. Any attempted assignment in violation of this Section shall be null and void.

(b) The Company may assign this Agreement to an affiliate or successor in interest without the consent of the Subscriber, including in connection with a merger, acquisition, or sale of substantially all of its assets.

9. Amendments and Modifications

(a) The Company reserves the right to amend this Agreement at any time by providing written or electronic notice to the Subscriber. Such amendments shall take effect thirty (30) days after notice is provided, unless the Subscriber provides written notice of termination before the effective date. No amendment shall affect the Subscription Fee for the then-current Subscription Term, and no amendment shall apply retroactively.

(b) In the event the Subscriber elects to terminate as a result of an amendment, the Subscriber shall be entitled to a prorated refund of any prepaid Subscription Fees for the unused portion of the Subscription Term.

(c) The Company may increase Subscription Fees upon renewal by providing the Subscriber at least thirty (30) days' prior written notice before the end of the then Subscription Term.

10. Notices

All notices under this Agreement shall be in writing. Notices to the Company shall be sent to: Solique Global Technologies Private Limited No. 453, Fathima Akhtar Court, 8th Floor, Anna Salai, Teynampet, Chennai - 600 018 Email: [email protected]

Notices to the Subscriber may be sent to the contact information provided during registration and shall be deemed delivered one (1) business day after transmission by email, or three (3) business days after dispatch by post.

11. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the Company be liable to the Subscriber or any User for any indirect, incidental, special, consequential, or punitive damages arising from or related to the use of, or inability to use, the Product.

If any liability is nevertheless imposed on the Company by a competent authority — including through a court order, arbitral award, or similar legal proceeding — such liability shall be limited to the total Subscription Fees actually paid by the Subscriber to the Company in the twelve (12) months immediately preceding the event giving rise to such liability.

12. Renewal

This Agreement shall automatically renew for successive Subscription Terms of equal duration unless terminated by the Subscriber with at least thirty (30) days' written notice prior to the end of the then-current Subscription Term. Renewal shall be subject to updated terms and Subscription Fees as notified in accordance with Section 9.

13. Indemnification

(a) Subscriber Indemnity. The Subscriber agrees to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, agents, and contractors from and against any and all claims, actions, demands, losses, liabilities, damages, costs, and expenses (inc luding reasonable attorneys' fees) arising out of or relating to:

(i) The Subscriber's or any User's breach of this Agreement.

(ii) The use of the Product in violation of applicable laws, regulations, or third (including intellectual property or data privacy rights); or

(iii) Any data, content, or materials input into the Product by the Subscriber or its Users.

(b) Indemnification Procedure. The Company shall promptly notify the Subscriber in writing of any such claim, permit the Subscriber to control the defense and settlement of such claim (subject to the Company's prior written approval for any settlement that imposes liability or obligations on the Company), and cooperate with the Subscriber in the defense, at the Subscriber's expense.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. The courts located in Chennai, Tamil Nadu shall have exclusive jurisdiction over all disputes arising under or in connection with this Agreement, provided that nothing Section shall prevent the Company from seeking injunctive or other equitable relief from any court of competent jurisdiction.

15. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or communications, whether oral or written.

(b) Severability. If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(c) Waiver. No failure or delay in exercising any right under this Agreement shall constitute a waiver thereof.

(d) Survival. Sections relating to intellectual property, disclaimers, limitations of liability, payment obligations, indemnification, and governing law shall survive any termination or expiration of this Agreement.

(e) Headings. Section headings are inserted for convenience only and shall not affect the interpretation of this Agreement.

16. Orders and Payment

16.1 Orders. All Subscription Services are governed by this Agreement and the details set out in the applicable Order. In the event of a conflict between the terms of an Order and this Agreement, the terms of the Order shall take precedence.

16.2 Invoicing and Payment. Unless otherwise stated in the Order, the Company shall invoice the Subscriber for all fees on the effective date of the Order. The Subscriber shall pay all undisputed invoices within thirty (30) days of receipt. All fees are non-refundable except as expressly stated in this Agreement, must be paid in the currency specified in the Order, and shall be payable to the Company in such currency.

16.3 Expenses. The Subscriber will reimburse the Company for reasonable out-of-pocket travel and related expenses incurred in performing any additional or agreed-upon services.

16.4 Taxes. All payments under this Agreement are exclusive of taxes, including but not limited to withholding taxes. The fees payable by the Subscriber shall be subject to deduction of taxes as per applicable laws.

By registering for and using the AskSolique Product, the Subscriber acknowledges having read, understood, and agreed to be bound by the terms and conditions of this Subscriber Agreement.