Effective Date: This Agreement becomes effective upon the Customer’s acceptance during subscription.

This SaaS Subscription Agreement is a binding agreement between Bsharp Sales Enablers Private Limited (referred to as “Provider”), a company registered in Bangalore, India, and the individual or entity (referred to as “Customer”) that subscribes to or uses the Bsharp Converse platform. The Provider’s principal place of business is located at 783, Ranka Heights, Patel Rama Reddy Layout, Domlur, Bangalore 560071.

This Agreement governs the Customer’s use of Bsharp Converse, a software-as-a-service (SaaS) platform powered by artificial intelligence. The platform provides features such as knowledge retrieval, content creation, daily learning, team recognition, coaching, and various integrations.

By clicking “I Agree,” subscribing, or using the platform, the Customer acknowledges that they have read, understood, and agreed to be bound by the terms of this Agreement.

The Agreement will remain in effect for one year from the date the Customer subscribes to the platform. After this period, it will automatically renew for subsequent one-year terms under the same conditions unless either party provides written notice of non-renewal at least three days before the renewal date.

The Customer will receive access to the Bsharp Converse platform, which includes features such as Instant Answers, Daily Learning, Content, Coaching, and other related services. The specific features included and their respective usage limits will be detailed in the Customer’s quotation or on the Provider’s website at www.bsharpcorp.com.

The platform will be accessible at all times, 24 hours a day and 7 days a week, except during scheduled maintenance. The Provider will give at least 24 hours’ notice before any planned maintenance. The Provider also guarantees a minimum uptime of 99.9% each month, as outlined in the Service Level Agreement.

If the Customer or their users make excessive use of the AI features or APIs beyond reasonable limits, the Provider may apply rate limits to maintain system stability for all users.

The Customer agrees to pay subscription fees as outlined in the selected plan. Pricing details are visible during checkout and are also included in the invoice shared with the Customer. Any usage limits or add on charges will be governed by the quotation or subscription plan.

Payments are due monthly in advance and must be paid within five days of receiving the invoice. Acceptable payment methods include credit card, bank transfer, UPI, or any other methods specified at checkout.

If the Customer fails to make payment within five days, the Provider may suspend access to the platform until payment is received. All subscription fees are exclusive of any applicable taxes such as GST or VAT, which will be borne by the Customer.

The Provider reserves the right to revise its pricing at the end of the subscription term, with at least 30 days’ advance notice provided to the Customer.

The Customer agrees to use the platform responsibly and for lawful business purposes only. They shall not attempt to reverse-engineer, copy, or misuse the platform. The Customer must not distribute malware, use the service for unauthorized activities, or disrupt the functioning of the platform.

All data uploaded by the Customer remains their property, and the Provider will not use, share, or expose this data to the public internet. The Provider operates within a secure, closed environment and adheres to confidentiality principles under ISO 27001 standards.

The Customer is responsible for managing and protecting user credentials and may enable Multi-Factor Authentication (MFA) for added security.

The Customer must ensure compliance with all applicable laws, including India’s Information Technology Act, 2000, and any other relevant data protection regulations. They are also responsible for making sure that any employees, contractors, or third-party users they authorize to use the platform comply with this Agreement.

The Bsharp Converse platform, including all software, AI models, algorithms, features, and infrastructure, is and remains the exclusive property of the Provider. The Customer does not obtain any ownership rights through this Agreement.

The Customer owns all data, documents, and content they upload to the platform, including any content generated through the platform’s AI features. The Provider has a limited right to use this data solely for the purpose of delivering the services.

The Provider grants the Customer a non-exclusive, non-transferable, and time-limited license to use the platform for their internal business needs. This license cannot be sold, transferred, or sublicensed.

The Customer must not reverse-engineer, decompile, distribute, or replicate any part of the platform. They are also prohibited from demonstrating the platform to competitors with the intention of copying its features.

If the Customer submits feedback or suggestions to improve the platform, the Provider may use those suggestions without any obligation to provide compensation.

The platform may integrate with third-party tools such as Google Chat or Microsoft Teams. The Provider is not responsible for the availability, security, or performance of these third-party services.

Customer Content

Customer Content refers to all materials, documents, text, data, and other information submitted by the Customer or its authorized users to the platform. The Customer retains full ownership of this content and is responsible for ensuring it does not violate any third-party rights or applicable laws.

The Provider is granted a limited license to use the Customer Content solely for hosting, processing, and delivering the services. The Provider does not monitor, alter, or verify the accuracy of the Customer Content.

The Provider takes reasonable precautions to protect customer data and maintain platform integrity. This includes encryption of data in transit and at rest, access control policies, periodic security audits, and monitoring for unauthorized activities. The Provider is certified under ISO 27001 for information security management.

The Customer is responsible for securing their own access credentials and configuring role-based access permissions within their organization. Any suspected breaches or security issues must be reported to the Provider immediately.

The Provider complies with applicable data protection regulations. For customers in India, this includes the Information Technology Act, 2000. For customers in the United States, this includes the California Consumer Privacy Act (CCPA) and other relevant legislation.

Customer data will be retained for 60 days following the termination of the agreement. During this time, the Customer may request a data export. After 60 days, the data will be permanently deleted unless otherwise required by law.

If there is a major security breach involving Customer data, the Provider will notify the Customer within 48 hours, including details of the incident and actions taken to resolve it.

While the Provider follows best practices to secure the platform, it cannot guarantee absolute protection. The Provider is not responsible for any damages caused by cyberattacks, data leaks, or breaches due to third-party vulnerabilities or Customer negligence.

The Provider may use the Customer’s name and logo for marketing purposes, such as on the Provider’s website, in case studies, or in sales presentations. The Customer may request in writing that their name and logo no longer be used

The Provider guarantees a monthly uptime of 99.9% for the platform, excluding planned maintenance periods.

Customer support is available via email at converse.support@bsharpcorp.com. The Provider aims to respond to: – Critical issues within 2 hours. – High-priority issues within 4 business hours. – General inquiries within 24 business hours.

The uptime guarantee does not apply to downtime caused by planned maintenance, force majeure events, third-party service outages, or issues on the Customer’s end.

If actual uptime falls below the 99.9% commitment, the Customer may request a service credit. This credit will not exceed one month of the Customer’s subscription fee and cannot be exchanged for cash.

The Customer may terminate this Agreement by giving one month’s written notice. Pre-paid fees will not be refunded.

The Provider may terminate the Agreement if the Customer violates its terms and fails to resolve the issue within seven days of notice. Termination may also occur for non-payment beyond 30 days, legal violations, or disruptive activities.

The Provider may temporarily suspend access if payments are overdue, if unauthorized access is detected, or if excessive usage affects platform performance.

After termination, Customer data will be retained for 60 days. During this time, the Customer can request a data export. After the retention period, the data will be permanently deleted.

Certain obligations under this Agreement, such as confidentiality, intellectual property rights, and indemnity provisions, will survive termination.

The Provider’s total liability for any claims under this Agreement is limited to the subscription fees paid by the Customer in the three months preceding the claim.

The Provider is not liable for indirect, incidental, or consequential damages, including loss of profits or data, or for issues caused by third-party services, force majeure events, or Customer negligence.

The Customer agrees to indemnify and hold the Provider harmless from any claims, damages, or legal actions arising from misuse of the platform, legal violations, or third-party claims related to Customer content.

The Provider will indemnify the Customer if the platform infringes on third-party intellectual property rights, provided that the infringement is not due to Customer modifications or misuse. In such cases, the Provider may secure the rights, modify the product, or terminate the Agreement and provide a proportional refund. The maximum value of the refund will be limited to one month’s subscription fees paid by the Customer.

This Agreement is governed by the laws of India. Any disputes that cannot be resolved amicably will be settled through arbitration under the Arbitration and Conciliation Act, 1996. Arbitration will take place in Bangalore, India, and proceedings will be conducted in English.

Subject to arbitration, any legal proceedings related to this Agreement will fall under the exclusive jurisdiction of the courts in Bangalore, India.

By subscribing to and using Bsharp Converse, the Customer confirms that they accept and agree to be bound by these Terms and Conditions.

To access the latest version of this Agreement or view related policies such as the Privacy Policy, visit www.bsharpcorp.com/converse.