TERMS AND CONDITIONS

Draft for legal review. This text has not yet been approved by our lawyers. Words in [square brackets] are placeholders to be filled in before it is published.

Last updated: [date]. Effective from: [date].

1. About these terms

These terms are an agreement between [legal entity name], a company registered in India with its registered office at [registered address] ("CXZump", "we", "us", "our"), and the company or person that signs up for CXZump ("Developer", "you", "your"). They apply to the CXZump service at cxzump.ai, the Developer's CXZump site and any related apps and support (together, the "Service").

If you accept these terms for a company, you confirm that you are authorised to bind that company. If you do not agree, do not use the Service. If you and we have signed a separate order form or agreement, that document wins where it differs from these terms.

2. Definitions

• Account: the Developer's CXZump account, including its site, settings and users.
• Authorised Users: the Developer's staff and others the Developer allows to use the Account.
• Buyers: the Developer's customers, co-applicants and their representatives who use the Developer's CXZump site or whose details the Developer records.
• Customer Data: all data, documents and content put into the Account by the Developer, its Authorised Users or its Buyers, including personal data.
• Fees: the charges for the Service set out in an order form, quote or plan page.

3. The Service

CXZump helps real estate developers manage the experience of their buyers after a sale: products and units, bookings, cost sheets and payment schedules, demand letters and receipts, KYC and other documents, approvals, requests, and messages. The Developer gets its own CXZump site, which its Buyers and staff use.

We may improve and change the Service over time. We will not make a change that materially reduces the core features of a paid plan during its term without telling you in advance.

CXZump is a software tool. It does not give legal, tax, financial or real estate advice, and it does not act as a real estate agent, a bank, a payment aggregator, a lender or an escrow agent.

4. Your account

• Give accurate sign-up details and keep them up to date.
• Keep passwords and one-time codes safe and do not share accounts. You are responsible for what happens in your Account, including the actions of your Authorised Users.
• Give each Authorised User only the access they need, and remove access promptly when someone leaves.
• Tell us at once at [support email address] if you think your Account has been used without permission.

5. Your site address and domain

You may connect a domain or sub-domain that you own or control (for example app.yourcompany.com) as the address of your CXZump site. You are responsible for registering and renewing the domain, for adding the DNS records we ask for, and for having the right to use it. We may also give you a temporary address on a CXZump domain so you can use your site before your own domain is ready; that temporary address may change or end. We do not check who owns a domain today, but we may remove a domain from an Account if its owner objects or if it is used in breach of these terms. Security certificates for your domain are issued through a third party certificate authority and depend on your DNS records being correct.

6. Your responsibilities toward Buyers and the law

The Developer is responsible for its business and for its dealings with its Buyers. In particular, the Developer:

• is the Data Fiduciary for Buyer personal data under the Digital Personal Data Protection Act, 2023 ("DPDP Act"), and must give Buyers the notices and get the consents the law requires before their data is collected or used in the Service;
• must collect only the KYC documents it has a lawful reason to collect, and should use masked Aadhaar numbers wherever possible, in line with the Aadhaar Act, 2016 and the rules made under it;
• is responsible for the accuracy of prices, cost sheets, payment schedules, demand letters, receipts, agreements and anything else it sends to Buyers through the Service, and for meeting the Real Estate (Regulation and Development) Act, 2016, state RERA rules, tax laws and any other law that applies to its projects;
• must not use the Service to send messages Buyers have not agreed to, or that break the rules on commercial communications (including the TRAI rules on unsolicited commercial communication).

7. Payments made by Buyers

Buyers may pay the Developer through payment gateways or bank accounts that the Developer chooses and connects to its Account under its own agreement with that provider. The money goes from the Buyer to the Developer through that provider; CXZump does not receive, hold or transfer Buyers' money. We do not store card numbers, CVV, UPI PINs or net banking passwords. Refunds, chargebacks, failed payments and disputes about payments are between the Developer, the Buyer and the payment provider, though the Service may help you record and track them. The Developer must keep its payment provider keys and settings correct and up to date.

8. Customer Data and how we process it

• Ownership. The Developer owns Customer Data. We get only the rights we need to host, process, show, back up and send it in order to provide and support the Service, and as these terms allow.
• Processing on your instructions. For Buyer personal data we act as the Developer's Data Processor. We process it only to provide the Service and as the Developer instructs through its use of the Service or in writing, unless the law requires otherwise.
• Confidentiality and security. We keep Customer Data confidential, limit our staff's access to those who need it, and follow reasonable security practices as required by the Information Technology Act, 2000 and its rules. Our Privacy Policy explains this in more detail.
• Sub-processors. We use service providers to run the Service (such as cloud hosting, email and message delivery, and AI features the Developer chooses to use). They are bound by confidentiality and security obligations. We will keep a list of them available to you and tell you before we add an important new one.
• Breaches. If we become aware of a personal data breach affecting Customer Data, we will tell you without undue delay and give you the information we have, so you can meet your own duties to the Data Protection Board of India and to Buyers.
• Requests from Buyers. If a Buyer asks us about their data in your Account, we will pass the request to you and help you answer it.
• Anonymised data. We may use combined data that does not identify any person, Developer or Buyer to run, secure and improve the Service.

9. Fees

The Fees and payment terms are those in your order form, quote or plan. Unless stated otherwise, Fees are in Indian Rupees, exclude GST and other taxes, which are added as the law requires, and are payable within [number] days of the invoice. If Fees are unpaid after a reminder, we may suspend the Account after giving you [number] days' notice. During any free period, trial or early access, the Service is provided as it is and we may end it on notice.

10. Acceptable use

You must not, and must not let anyone else:

• use the Service for anything illegal, fraudulent, misleading or harmful, or to store or send content that is unlawful, defamatory or infringes someone else's rights;
• try to get into accounts, data or systems you are not allowed to reach, or test, scan or attack the Service's security without our written permission;
• upload malware, or overload, disrupt or reverse engineer the Service, except as the law allows;
• resell or share the Service with others outside your company except as these terms allow;
• use the Service to build a competing product.

11. Customising your site and AI features

The Service lets you customise your CXZump site, and may offer AI assistants that suggest or make changes to pages, settings, documents or messages. You decide whether to accept, publish or send what they produce, and you remain responsible for checking it before your Buyers see it. AI output can be wrong or incomplete.

12. Our intellectual property

We, and our licensors, own the Service, the CXZump and Modlix names and logos, and all software, designs and documentation in it. We give you a non-exclusive, non-transferable right to use the Service for your business during your subscription, under these terms. If you send us ideas or feedback, we may use them without any duty to you.

13. Availability and support

We aim to keep the Service available at all times, apart from planned maintenance, which we try to schedule outside Indian business hours and announce in advance where we can. Service levels and support hours, if any, are set out in your order form. We are not responsible for problems caused by your internet connection, your DNS or domain provider, your payment or messaging providers, or events outside our reasonable control.

14. Suspension

We may suspend access to all or part of an Account, with notice where it is practical, if we reasonably believe it is needed to protect the Service, other customers or Buyers, if the Account is used in breach of section 10, if the law or an authority requires it, or under section 9. We will restore access once the reason is resolved.

15. Term, ending and your data

• These terms last as long as you use the Service. You may close your Account at any time; paid plans end as your order form says.
• Either side may end the agreement if the other seriously breaks these terms and does not fix it within [30] days of written notice.
• After the agreement ends, you can export your Customer Data for [30] days. After that we delete it, and backups are overwritten, within [90] days, unless the law requires us to keep some of it.
• Sections that by their nature should continue (such as fees owed, confidentiality, intellectual property, limits of liability and governing law) survive the end of the agreement.

16. Confidentiality

Each side will keep the other's non-public business information confidential, use it only for this agreement and share it only with people who need it and are bound to keep it confidential. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law (with notice to the other side where allowed).

17. Warranties and disclaimers

Each side confirms that it has the right to enter into this agreement. We will provide the Service with reasonable skill and care. Apart from that, and to the extent the law allows, the Service is provided "as is" and "as available", and we do not promise that it will be error free, uninterrupted or fit for a particular purpose, or that it will meet any legal duty that belongs to the Developer.

18. Limits of liability

To the extent the law allows:

• neither side is liable for indirect or consequential losses, loss of profit, revenue, goodwill or data (except our duty to restore data from backups where the loss was our fault);
• each side's total liability arising from this agreement in any 12 month period is limited to the Fees paid or payable by the Developer in those 12 months, or [amount] if no Fees were paid;
• these limits do not apply to fees owed, a breach of section 10, either side's indemnity under section 19, or liability that cannot be limited by law.

19. Indemnity

The Developer will defend and compensate us against claims by third parties (including Buyers and authorities) arising from Customer Data, the Developer's dealings with its Buyers, or the Developer's breach of section 6 or section 10. We will defend and compensate the Developer against claims that the Service, as we provide it, infringes a third party's intellectual property rights in India. The side asking for protection must tell the other promptly, let it control the defence and cooperate reasonably.

20. Changes to these terms

We may update these terms. We will post the new version with a new date and, for material changes, tell you by email or in the Service at least [30] days before they take effect. If you do not agree, you may close your Account before then. Continued use after that date means you accept the new terms.

21. Governing law and disputes

These terms are governed by the laws of India. The parties will first try to settle any dispute by talking in good faith for 30 days. If that fails, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in [city], in English. Subject to that, the courts at [city] have exclusive jurisdiction.

22. Grievance Officer

Questions or complaints about the Service or these terms can be sent to our Grievance Officer: [Name of Grievance Officer], [designation], [legal entity name], [registered address], email [grievance email address], phone [phone number]. We will acknowledge a complaint within [number] hours and try to resolve it within [number] days.

23. General

• Notices: we send notices to the email on your Account; you send them to [legal email address].
• Assignment: neither side may transfer this agreement without the other's consent, except to a successor in a merger or sale of the business, with notice.
• Force majeure: neither side is liable for delay caused by events outside its reasonable control.
• Whole agreement: these terms, your order form and the Privacy Policy are the whole agreement about the Service.
• Severability and waiver: if a part of these terms is found invalid, the rest still applies; not enforcing a right is not a waiver of it.
• Electronic record: these terms are an electronic record under the Information Technology Act, 2000 and do not need a physical or digital signature.