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Terms & Conditions

These Terms and Conditions of Service ("Agreement") constitute a legal agreement between you ("Customer," "You," or "Your") and Drishya AI Labs Inc. ("Drishya AI Labs," "We," "Us," or "Our"), a company incorporated in Canada under the Canada Business Corporations Act (R.S.C., 1985, c. C-44) with its principal place of business at 2017 Pegasus Road NE, Calgary, Alberta T2E 8C3, Canada.

Acceptance of Terms

By accessing or using our services, you agree to be bound by these Terms and Conditions. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms and Conditions. If you do not have such authority, or if you do not agree with these Terms and Conditions, you must not accept this Agreement and may not use the Services.

1. Definitions

  • "Account" means the Customer's designated account within the Service, which allows access to and use of the Subscription Services.

  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means the direct or indirect ownership of more than 50% of the voting interests of the entity.

  • "Agreement" means these Terms and Conditions of Service, including any Order Forms, Service Level Agreements, Privacy Policies, or other documents expressly incorporated by reference.

  • “Applicable Law” means any applicable law, rule, regulation, ordinance, order, treaty, judgment, notification, decree, bye-law, governmental approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law and shall include any of the foregoing, injunction, permit or decision of any central, state or local, municipal government, authority, agency, court having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter, in any jurisdiction.

  • "Authorized User" means an individual who is authorized by Customer to use the Service, and to whom Customer (or Drishya AI Labs at Customer's request) has supplied a user identification and password. Authorized Users may include employees, consultants, contractors, and agents of Customer.

  • "Beta Features" means any functionality, features, or services clearly designated by Drishya AI Labs as “beta,” “pilot,” “trial,” “preview,” or similar. Such features are offered solely for evaluation and testing purposes and may be modified or discontinued at any time.

  • "Customer Content" means all content, data, files, images, videos, or other materials submitted, uploaded, or otherwise made available by Customer or its Authorized Users through the Services, excluding any Feedback or Drishya AI Labs’ proprietary materials.

  • "Customer Data" means all electronic data, information, or material submitted by Customer or Authorized Users to the Service.

  • “Dispute” means any disagreement or claim that arises between the Parties.

  • "Documentation" means the user manuals, help guides, and other explanatory materials provided or made available by Drishya AI Labs relating to the operation and use of the Service.

  • "Effective Date" means the date upon which Customer accepts this Agreement by clicking "I Accept," checking a box indicating acceptance, or by accessing or using any part of the Service, whichever occurs earlier.

  • “Exploit” means to use, commercialize, sublicense, distribute, or otherwise benefit from the licensed material. But the Tone or Branding reasons may seem off or unacceptable.

  • "Force Majeure Event" means any event beyond a party’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, pandemics, governmental actions, utility or internet service disruptions, or other events of similar nature that prevent or delay performance of obligations under this Agreement.

  • "Intellectual Property Rights" means all intellectual property rights throughout the world, including, without limitation, copyrights, patents, trademarks, trade secrets, and other proprietary rights.

  • or “Intellectual Property Rights” or “IPR” shall mean any and all of the following, arising in any jurisdiction in the world: (a) patents, patent applications, continuations, continuations-in-part, divisional, renewals and reissuances; (b) copyrights; (c) trademarks, service marks, trade names and trade dress; (d) trade secrets; (e) design rights; (f) data rights; (g) mask work rights; (h) moral rights; (i) foreign equivalents of any of the foregoing; (j) any other intellectual property rights; (k) registrations of, and applications for, any of the foregoing; and (l) the right to sue for any present or past violation, infringement or misappropriation of any of the foregoing.

  • "Order Form" means a document specifying the Services ordered by Customer from Drishya AI Labs, including the scope, pricing, and subscription term, and which incorporates this Agreement by reference.

  • “Privacy Policy “ means Drishya AI Labs’ then-current privacy policy, as published on its official website or otherwise made available to the Customer, which outlines the Company’s practices regarding the collection, use, processing, and protection of data, including Customer Data and any personal information, in accordance with applicable data protection laws and the Company’s SOC 2 Type II-compliant controls.

  • "Service" or "Services" means the software-as-a-service offerings provided by Drishya AI Labs to Customer as described in the applicable Order Form and Documentation.

  • “Software” shall include all websites, mobile applications, design work, logos or other such products developed by the Service Provider for the Client.

  • "Service Level Agreement" or "SLA" means the document detailing the service level commitments, availability targets, and remedies for the Services, if applicable and as referenced in an Order Form.

  • "Subscription Term" means the period during which Customer is authorized to access and use the Services, as specified in the Order Form.

  • "Third-Party Services" means any third-party software, websites, applications, products, or services that are not owned or controlled by Drishya AI Labs but may be linked, integrated, or otherwise accessible through the Services. Drishya AI Labs does not assume any responsibility or liability for such Third-Party Services.

1.1. Interpretation

  1. Words importing the singular shall include the plural and vice versa, where the context so requires;

  2. References to any Applicable Laws shall include such Applicable Laws as from time to time enacted, amended, supplemented or re-enacted;

  3. Reference to one gender shall include a reference to the other genders;

  4. References to the words “include” or “including” shall be construed without limitation;

  5. References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement, such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement;

2. Services

2.1 Provision of Services. Drishya AI Labs will make the Services available to Customer pursuant to this Agreement and the applicable Order Forms and Documentation. Customer's access to and use of the Services is subject to the terms of this Agreement.

2.2 Service Level Agreements. The Services may be subject to a Service Level Agreement (SLA) as specified in the applicable Order Form. In the event of any conflict between the terms of this Agreement and an SLA, the SLA will control with respect to the specific service levels.

2.3 Updates and Modifications. Drishya AI Labs reserves the right to modify or update the Services and Documentation from time to time, including adding, removing, or changing features. We will use commercially reasonable efforts to provide prior notice of any material changes that may significantly impact the functionality of the Services. or  Drishya AI Labs reserves the right to modify, update, or enhance the Services and Documentation from time to time, including the addition, removal, or alteration of features. For material changes that significantly impact core functionality or user experience, Drishya AI Labs will provide at least fifteen (15) calendar days’ prior written notice via email, or platform notification.
Non-material or routine updates may be implemented without prior notice. Continued use of the Services following the effective date of any changes constitutes Customer’s acceptance of the updated Services.

3. Use of Services

3.1 License Grant. Subject to the terms and conditions of this Agreement, Drishya AI Labs grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Subscription Term, solely for Customer's internal business operations.

3.2 Authorized Users. Customer may permit Authorized Users to access and use the Services, provided that Customer shall be responsible for its Authorized Users' compliance with this Agreement and for any activity occurring through Customer's accounts. Customer must ensure that the total number of Authorized Users does not exceed the number of licenses acquired.

3.3 Customer Responsibilities. Customer agrees to:

(a) use the Services in compliance with this Agreement, the Documentation, and all applicable laws and regulations;

(b) be responsible for the accuracy, quality, integrity, and legality of Customer Data and of the means by which Customer acquired Customer Data;

(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Drishya AI Labs promptly of any such unauthorized access or use;

(d) be responsible for maintaining the security of Customer's user IDs and passwords;

(e) not make the Services available to anyone other than Authorized Users;

(f) not sell, resell, rent, or lease the Services;

(g) not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(h) not use the Services to store or transmit malicious code, including viruses, worms, time bombs, Trojan horses, or any other harmful or disruptive code;

(i) not interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;

(j) not attempt to gain unauthorized access to the Services or their related systems or networks.

4. Fees and Payment

4.1 Fees. Customer agrees to pay all fees specified in the Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancellable, and (iii) fees paid are non-refundable.

4.2 Invoicing and Payment. Fees will be invoiced in accordance with the applicable Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. Overdue amounts are subject to a late payment charge of 1.5% per month or the maximum amount permitted by law, whichever is less.

4.3 Taxes. Customer is responsible for all taxes, duties, and government charges, excluding taxes based on Drishya AI Labs's net income.

5. Data Privacy and Security

5.1 Data Privacy. Drishya AI Labs will collect, store, and process Customer Data in accordance with its Privacy Policy, which is incorporated herein by reference and available on Drishya AI Labs's website. Customer consents to the storage and transfer of Customer Data as described in the Privacy Policy and this Agreement.

5.2 Security. Drishya AI Labs will implement reasonable and appropriate technical and organizational measures designed to protect Customer Data against accidental or unlawful loss, alteration, unauthorized disclosure, or access.

5.3 Customer Data Access. Drishya AI Labs will not access or use Customer Data except as necessary to provide, maintain, or improve the Services, or as necessary to comply with the law or a binding order of a governmental body.

6. Intellectual Property Rights

6.1 Drishya AI Labs Ownership. Drishya AI Labs retains all Intellectual Property Rights in and to the Services, Documentation, and any underlying technology, software, and processes. This Agreement does not grant Customer any ownership rights to the Services or any Intellectual Property Rights of Drishya AI Labs.

6.2 Customer Data Ownership. Customer retains all Intellectual Property Rights in and to Customer Data. Drishya AI Labs obtains no rights to Customer Data except for the limited right to process Customer Data to provide the Services under this Agreement.

6.3 Feedback. If Customer or its Authorized Users provide any suggestions, enhancement requests, or recommendations regarding our Services (“Feedback”), you grant Drishya AI Labs a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, modify, incorporate and otherwise utilize  exploit such Feedback for any purpose, including improving and developing current or future products or services, without any obligation to compensate you. 

7. Confidentiality

7.1 Definition. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Drishya AI Labs includes the Services and Documentation. Confidential Information of Customer includes Customer Data.

7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less restrictive than those herein.

7.3 Exclusions. Confidential Information does not include information that (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of confidentiality obligations; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

7.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8. Warranties and Disclaimers

8.1 Drishya AI Labs Warranties. Drishya AI Labs warrants that:

(i) it has the right and authority to enter into this Agreement and to grant the rights granted herein; and

(ii) the Services will perform materially in accordance with the Documentation.

8.2 Customer Warranties. Customer warrants that

(i) it has the right and authority to enter into this Agreement and to use the Services; and

(ii) Customer Data does not infringe upon any third party's Intellectual Property Rights or violate any applicable laws.

8.3 Disclaimer. Except as expressly provided herein, the services and all related components and information are provided "as is" and "as available" without any warranties of any kind. Drishya AI Labs expressly disclaims all other warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising out of course of dealing or usage of trade. Drishya AI Labs does not warrant that the services will be uninterrupted or error-free, secure, or that all defects will be corrected.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, in no event shall Drishya AI Labs, its affiliates, directors, employees, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the services, even if Drishya AI Labs has been advised of the possibility of such damages.

9.2 Cap on Liability. To the maximum extent permitted by applicable law, Drishya AI Lab's total cumulative liability arising out of or relating to this agreement, whether in contract, tort, or otherwise, will not exceed the total fees paid by customer to Drishya AI Labs for the services during the twelve (12) months immediately preceding the event giving rise to the liability.

9.3 Unauthorized Third-Party Actions. Drishya AI Labs shall have no liability for any unauthorized access to, or alteration, theft, or destruction of Customer content through accident, fraudulent means or devices, or any third party not under Drishya’s control.

10. Indemnification

10.1 By Drishya AI Labs. Drishya AI Labs will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party (a "Claim Against Customer"), and will indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided that Customer

(a) promptly gives Drishya AI Labs written notice of the Claim Against Customer;

(b) gives Drishya AI Labs sole control of the defense and settlement of the Claim Against Customer (provided that Drishya AI Labs may not settle any Claim Against Customer unless such settlement includes a full and unconditional  release of liability in favour of the Customer); and

(c) provides Drishya AI Labs all reasonable assistance, at Drishya AI Labs's expense.

10.2 By Customer. Customer will defend Drishya AI Labs against any claim, demand, suit, or proceeding made or brought against Drishya AI Labs by a third party alleging that Customer Data, or Customer's use of the Services in breach of this Agreement, infringes or misappropriates the Intellectual Property Rights of a third party or violates applicable law (a "Claim Against Drishya AI Labs"), and will indemnify Drishya AI Labs for any damages, attorney fees, and costs finally awarded against Drishya AI Labs as a result of, or for any amounts paid by Drishya AI Labs under a court-approved settlement of, a Claim Against Drishya AI Labs, provided that Drishya AI Labs

(a) promptly gives Customer written notice of the Claim Against Drishya AI Labs;

(b) gives Customer sole control of the defense and settlement of the Claim Against Drishya AI Labs (provided that Customer may not settle any Claim Against Drishya AI Labs unless such settlement includes a full and unconditional release of liability in favour of Drishya AI Labs); and

(c) provides Customer all reasonable assistance, at Customer's expense.

11. Term and Termination

11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Subscription Terms granted hereunder have expired or been terminated.

11.2 Term of Purchased Subscriptions. Each Service subscription commences on the start date specified in the applicable Order Form and continues for the Subscription Term specified therein.

11.3 Termination for Cause. A party may terminate this Agreement for cause (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

11.4 Effect of Termination. Upon any termination or expiration of this Agreement, Customer's right to use the Services will immediately cease. Sections 1 (Definitions), 6 (Intellectual Property Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect of Termination), 12 (Governing Law and Jurisdiction), and 13 (General Provisions) will survive any termination or expiration of this Agreement.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Calgary, Alberta, Canada, and the parties hereby consent to the personal jurisdiction and venue therein.

13. General Provisions

13.1 Entire Agreement. This Agreement, including all Order Forms and any other documents expressly incorporated by reference, constitutes the entire agreement between Drishya AI Labs and Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

13.2 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld), except that either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.3 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, fiduciary, or employment relationship between the parties.

13.4 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.

13.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.

13.6 Notices. All notices under this Agreement must be in writing and addressed to the other party's primary contact or legal department. Notices to Drishya AI Labs should be sent to:

Drishya AI Labs Inc. Attn: Legal Department 2017 Pegasus Road NE Calgary, Alberta T2E 8C3, Canada

Notices to Customer will be sent to the address provided in the Order Form or associated with Customer's account. Notices will be deemed to have been given upon (i) personal delivery; (ii) the second business day after mailing; or (iii) the day of sending by email (with confirmation of receipt).

13.7 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, strikes, labor disputes, natural disasters, pandemics, epidemics, failures of utility or internet service providers, or other similar unforeseen events. The affected party shall promptly notify the other party in writing of such event, including its anticipated impact and duration, and shall use reasonable efforts to mitigate delays and resume performance as soon as practicable. If the force majeure event continues for more than 30 days and materially prevents performance, either party may terminate this Agreement upon written notice without liability.

13.8 Electronic Signatures. Customer expressly consents and agrees that Order Forms and related documents may be electronically signed, and that such electronic signatures shall be treated, for purposes of validity, enforceability, and admissibility, the same as written signatures.

14. Acceptable Use

14.1 You Agree not to use the Services to:

  1. Violate any applicable law or regulations;

  2. Upload or transmit unlawful, defamatory, or harmful content;

  3. Engage in harassment, abuse, or threats;

  4. Reverse-engineer or attempt to derive source code from any part of the Services;

  5. Use the Services for high-risk activities without explicit written consent. 

14.2 Drishya AI Labs reserves the right to suspend or terminate your access to the Services immediately upon suspicion or confirmation of any prohibited use or violation of this clause.

15. AI and Machine Learning Disclaimer

The Services may include features or functionalities powered by artificial intelligence (AI) or machine learning (ML). Outputs generated by such systems are inherently probabilistic, and may contain inaccuracies, omissions, or limitations. You acknowledge that such outputs are provided for informational purposes only and are not guaranteed to be accurate, complete, or current. Any actions taken based on AI-generated content are undertaken at your own risk and discretion.

16. Beta and Trial Services

Certain features or functionality may be labelled as beta, pilot, limited release, or trial (“Beta Services”). Beta Services are made available “as is” and without any warranties, representations, or guarantees of functionality, availability, or data retention. Drishya AI Labs may modify, suspend, or discontinue Beta Services at its sole discretion, and may delete any data, content, or configurations entered during the beta period without notice..

17. User Content and Responsibility

You retain all rights, title, and interest in and to any data, content, or materials you upload, transmit, or otherwise make available through the Services (“User Content”). By submitting User Content, you grant Drishya AI Labs a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and use such content solely for the purpose of providing and improving the Services. You represent and warrant that you have all necessary rights to submit the User Content and that it does not violate any applicable laws or infringe the rights of any third party.

18. Modifications to the Services

Drishya AI Labs reserves the right, at any time and without liability, to modify, suspend, or discontinue any aspect or feature of the Services. In cases where material changes affect core functionality, we will make commercially reasonable efforts to provide advance notice to users via email or platform notifications.

19. Account Suspension and Termination

Drishya AI Labs may suspend or terminate your access to the Services, in whole or in part, with or without prior notice, if, in our sole discretion, we determine that you have violated these Terms, applicable laws, or are causing harm to the Services, other users, or Drishya AI Labs’ reputation. Termination may result in the permanent deletion of your data, and you acknowledge and agree that Drishya AI Labs shall have no liability for such deletion.

20. SMS and Communication Disclaimer

The Services may offer communication features, including SMS or in-app messaging, for user convenience. Drishya AI Labs does not guarantee the timely delivery, accuracy, or availability of such communications, which may be delayed or disrupted due to third-party network providers. You acknowledge and accept this risk and agree to use alternative communication methods as needed.

21. Open Source and Third Party Components 

The Services may include software components or libraries developed by third parties, including open-source software. All such components are provided under their respective license terms and are made available on an “as is” basis. Drishya AI Labs makes no representations or warranties and assumes no liability with respect to the performance, reliability, legality, or continued availability of any such third-party or open-source components.

22. Aggregated and De-identified Data

Drishya AI Labs may collect, use, and analyze data derived from your use of the Services in an aggregated or de-identified form for purposes including, but not limited to, analytics, research, benchmarking, and product development. Such data will not be used to identify you or your end users and shall not be considered personal information under applicable law. 

All rights, title, and interest in and to such aggregated or de-identified data shall be owned exclusively by Drishya AI Labs.

23. Export Control & Sanctions Compliance

You agree to comply with all applicable export, re-export, and sanctions laws and regulations in connection with your use of the Services. You may not use, export, re-export, import, or transfer the Services in violation of any applicable laws, including, without limitation, the export control laws of Canada and any other applicable jurisdictions. You further represent that you are not subject to any government sanctions or listed on any prohibited party lists maintained by the Government of Canada or other applicable authorities. Drishya AI Labs reserves the right to suspend access to the Services if you are found to be in breach of this clause.

24. Service Availability and Support

Drishya AI Labs makes commercially reasonable efforts to ensure that its Services remain available and operational. However, we do not guarantee that the Services will be uninterrupted, error-free, timely, or secure. Unless expressly set forth in a separate Service Level Agreement (SLA), all support, maintenance, and updates are provided on a commercially reasonable efforts basis, without any warranty or commitment as to response times or issue resolution.

25. Change to Terms

Drishya AI Labs reserves the right to modify, amend, or update these Terms at any time. In the event of material changes, users will be notified through the Services or by email. Continued access to or use of the Services following such notification constitutes your acceptance of the updated Terms.

26. Data Retention Post Termination

Upon termination of the Services, Drishya AI Labs will retain customer data for a period of up to thirty (30) calendar days, unless a longer retention period is required by applicable law. After this period, Drishya AI Labs reserves the right to permanently delete such data without further notice.

27. Third-Party Services Disclaimers

The Services may contain links to, or be integrated with, third-party websites, applications, or services that are not owned or controlled by Drishya AI Labs. Drishya AI Labs makes no representations or warranties regarding, and assumes no responsibility for, the content, availability, functionality, accuracy, or performance of any such third-party services. Your use of any third-party services is at your own risk and subject to the terms and conditions of those third parties.

28.Governing Language 

These Terms are drafted in English. In the event of any inconsistency or conflict between the English version of these Terms and any translation thereof, the English version shall prevail and govern to the fullest extent permitted by applicable law.

29. Legal Disputes, Arbitration, Copyright Infringement Claims, and Class Action Waiver

Any legal dispute, controversy, or claim arising out of or in connection with the Services provided by Drishya AI Labs, including, without limitation, claims of copyright infringement, shall, as a condition precedent to any further legal action, be initiated by serving a formal written notice to our legal team at legal@drishya.ai. Such notice must clearly state the nature and particulars of the claim or dispute, the factual and legal grounds upon which it is based, and be accompanied by any relevant supporting documentation reasonably necessary for evaluation.

In the case of an alleged copyright infringement, the notice must comply with the requirements set out under the Copyright Act, R.S.C., 1985, c. C-42 of Canada, including sufficient detail to identify the allegedly infringing material and its location, along with proof of ownership or standing to assert the claim.

If the parties are unable to resolve the dispute within thirty (30) days of receipt of such notice, the dispute shall be finally and exclusively resolved through binding arbitration administered in accordance with the Arbitration Act of the applicable province or territory in Canada. The arbitration shall be conducted by a single arbitrator, in English, and the seat of arbitration shall be Calgary, Alberta, unless otherwise agreed in writing. The decision of the arbitrator shall be final and binding on both parties.

To the fullest extent permitted by applicable law, you agree that any dispute shall be resolved solely in your individual capacity. You expressly and irrevocably waive any right to commence or participate in a class action, class proceeding, or other representative action, including class-wide arbitration or proceedings brought in a private attorney general capacity, against Drishya AI Labs or its affiliates.

SCHEDULE A – PRIVACY POLICY

 (Integral Part of the Drishya AI Labs Inc. Terms and Conditions of Service)

1. Purpose and Scope

 1.1 This Privacy Policy (“Policy”) is incorporated into and forms an integral part of the Terms and Conditions of Service (“Agreement”) entered into between Drishya AI Labs Inc. (“Drishya AI Labs,” “We,” “Us,” or “Our”) and the Customer (“You,” “Your”).

 1.2 This Policy describes the manner in which We collect, use, store, disclose, and protect Personal Data and Customer Data, and applies to all access to and use of the Services.

 1.3 By accessing or using the Services, You acknowledge that You have read, understood, and agreed to be bound by the terms of this Policy, in addition to the Agreement.

2. Collection of Personal Data

 We may collect and process the following categories of Personal Data:

 2.1 Account Information – including, without limitation, full name, email address, telephone number, job title, and organization name.

 2.2 Usage Information – including Internet Protocol (IP) address, browser type, device identifiers, operating system, log data, and interaction data with the Services.

 2.3 User-Uploaded Data – including files, documents, metadata, and other content submitted through the Services.

 2.4 Voluntarily Provided Information – including any data provided by You through contact forms, surveys, job applications, contests, or events.

3. Use of Personal Data

 We shall process Personal Data strictly for the following purposes:

 3.1 Provision and operation of the Services, including account creation, access management, and feature enablement.

 3.2 Communication with You, including responding to inquiries, service notices, product updates, and educational content.

 3.3 Security and compliance purposes, including detection and prevention of fraud, abuse, or breaches of the Agreement.

 3.4 Platform improvement, including analysis of usage trends, diagnostics, and enhancement of the user experience.

 3.5 Support for customer workflows, including file storage, version history maintenance, and enabling collaboration.

 3.6 Legal and regulatory compliance, including response to lawful requests.

 3.7 Personalization of features, content, and recommendations based on usage patterns.

4. Data Sharing and Disclosure

 4.1 We do not sell Personal Data.

 4.2 We may disclose Personal Data only in the following circumstances:

 (a) To trusted service providers bound by confidentiality and data processing agreements, for purposes including cloud hosting, analytics, security, and customer support.

 (b) To Your organization, if You access the Services via a corporate account.

 (c) To comply with Applicable Law, court orders, or to protect legal rights and safety.

 (d) In connection with business transactions, such as mergers, acquisitions, or sales of assets.

 (e) With Your consent, including integrations with third-party tools.

5. Data Storage and Security

 We maintain SOC 2 Type 2–certified security controls, including:

 5.1 Encrypted data transmission (HTTPS/TLS) and encryption at rest.

 5.2 Role-based access controls and authentication mechanisms.

 5.3 Regular security audits, vulnerability assessments, and continuous monitoring.

 5.4 Hosting within compliant cloud infrastructure.

6. Data Retention

 6.1 We retain Personal Data only for as long as is necessary to:

 (a) Deliver the Services;

 (b) Comply with Applicable Law; or

 (c) Resolve disputes and enforce agreements.

 6.2 Upon expiry of such period, data shall be securely deleted or anonymized, unless retention is required under Applicable Law.

7. Data Subject Rights

 Where provided by Applicable Law, including GDPR and the Digital Personal Data Protection Act (DPDP), You may have the right to:

 (a) Access and obtain a copy of Your Personal Data;

 (b) Rectify inaccurate or incomplete information;

 (c) Request erasure of Your data (“right to be forgotten”);

 (d) Restrict or object to certain processing activities;

 (e) Request transfer of Your data to another service provider (“data portability”);

 (f) Withdraw consent at any time.

 All such requests must be submitted in writing to tech-support@drishya.ai.

8. International Data Transfers

 8.1 Personal Data may be stored and processed outside Your jurisdiction, including in territories that may not provide the same level of data protection as Your home country.

 8.2 Where required, We shall implement safeguards, including Standard Contractual Clauses, to ensure compliance with Applicable Law.

9. Consent and Transparency

 We shall obtain Your consent prior to collecting specific categories of data or enabling certain features, including third-party integrations. You may withdraw such consent at any time via account settings.

10. Compliance

 We comply with, without limitation:

 (a) General Data Protection Regulation (GDPR) – EU/EEA;

 (b) Digital Personal Data Protection Act (DPDP) – India;

 (c) SOC 2 Type 2 security standards.

11. Changes to this Policy

 We reserve the right to amend or update this Policy at any time, in accordance with Clause 25 of the Agreement. Material changes shall be notified to You by email or through the Services.

12. Governing Law and Dispute Resolution

 This Policy shall be governed by, and construed in accordance with, the laws and dispute resolution procedures set forth in Clause 12 and Clause 29 of the Agreement.

13. Contact Information

 For any questions, concerns, or requests regarding this Policy, You may contact us at:  tech-support@drishya.ai