Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between CalQuity Technologies Private Limited ("CalQuity", "we", "us", or "our") and the entity or individual ("Client", "you") accessing or using the CalQuity institutional AI platform, website, APIs, and related services (collectively, the "Platform").

By signing an Order Form, clicking 'I Agree', or otherwise accessing the Platform, you confirm that:

You have the authority to bind your institution to these Terms

You have read, understood, and agree to be bound by these Terms and any applicable Order Form, Addenda, or Schedules

Your institution meets the eligibility criteria described in Section 3

If you do not agree to these Terms, you must not access or use the Platform.

2. Definitions

"CalQuity" means CalQuity Technologies Private Limited, a company incorporated under the Companies Act 2013, with CIN U62099WB2024PTC272030.

"Platform" means CalQuity's AI-powered research software, including the web application, APIs, data connectors, and any on-premises or private cloud deployments provided under a separate Enterprise Agreement.

"Client Data" means all data, documents, files, financial models, research notes, and other content submitted to the Platform by the Client or its Authorised Users.

"Authorised Users" means employees, contractors, or agents of the Client who are licensed to use the Platform under the Client's subscription.

"Output" means any analysis, summary, chart, report, or other content generated by the Platform in response to a user query or instruction.

"Subscription" means the licence granted by CalQuity to access and use the Platform as specified in the applicable Order Form.

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

3. Eligibility

The CalQuity Platform is intended exclusively for institutional and professional users. By accessing the Platform, you represent and warrant that:

You are a registered legal entity — including but not limited to an asset management company, mutual fund, broking house, investment bank, family office, corporate treasury, financial research firm, or similar institution — or a professional individual accessing the Platform for legitimate investment research or analytical purposes

If an individual, you are at least 18 years of age and have the legal capacity to enter into contracts

You are not accessing the Platform from a jurisdiction where such access is prohibited by applicable law

You will not use the Platform for retail investor solicitation, mass distribution of AI-generated investment advice, or any purpose that would require regulatory authorisation that you do not hold

4. Licence Grant and Restrictions

4.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, CalQuity grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Subscription term solely for your internal business purposes.

4.2 Authorised Users

The licence extends to the number of Authorised Users specified in your Order Form. You are responsible for ensuring that Authorised Users comply with these Terms. You must promptly notify CalQuity if any Authorised User's access should be revoked.

4.3 Restrictions

You must not, and must not permit any third party to:

Copy, modify, distribute, sell, resell, sublicence, or create derivative works of the Platform or any CalQuity intellectual property

Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Platform

Use the Platform to build a competing product or service, or for benchmarking without CalQuity's prior written consent

Scrape, crawl, or systematically extract data from the Platform other than through authorised APIs

Remove, alter, or obscure any proprietary notices, disclaimers, or labels on the Platform or Outputs

Share login credentials between multiple individuals or use a single licence to serve multiple unaffiliated entities

Use the Platform for any unlawful purpose, including market manipulation, insider trading, or fraud

5. Client Data

5.1 Ownership

As between the parties, you retain all ownership rights in Client Data. You grant CalQuity a limited, non-exclusive licence to process Client Data solely to the extent necessary to provide the Platform's services to you.

5.2 Our Commitments Regarding Client Data

CalQuity will not use Client Data to train, fine-tune, evaluate, or otherwise improve any AI or machine learning model — whether operated by CalQuity or any third-party provider

CalQuity will not sell, share, or disclose Client Data to any third party for commercial purposes

Client Data is processed only to deliver the services described in your Order Form

CalQuity will delete Client Data within 90 days of subscription termination, or promptly upon your written request, subject to applicable legal retention requirements

5.3 Client Responsibilities

You represent and warrant that:

You have all necessary rights, licences, and permissions to submit Client Data to the Platform

Client Data does not violate any applicable law, regulation, or third-party rights (including SEBI regulations, intellectual property rights, and data privacy laws)

You will not upload to the Platform any data that is classified as "sensitive personal data" under applicable Indian law unless you have implemented all required safeguards and obtained all necessary consents

5.4 On-Premises Deployments

For clients operating CalQuity under an on-premises or private cloud Enterprise Agreement:

All Client Data resides within client-controlled infrastructure. CalQuity does not have persistent remote access to this data

CalQuity personnel may access client systems solely for installation, upgrades, configuration, or troubleshooting, and only upon explicit prior written consent of an authorised representative of the client

The client is the primary data controller / data fiduciary for all data processed on their own infrastructure

Specific data governance provisions for on-premises deployments are set out in the applicable Enterprise Agreement

6. AI Output Disclaimer — Important

CalQuity provides an AI-powered research tool. The following disclaimers apply in full:

6.1 Not Investment Advice

The Platform and all Outputs — including but not limited to financial summaries, company analyses, earnings call syntheses, valuation commentary, and research reports — are provided for informational and research assistance purposes only.

OUTPUTS DO NOT CONSTITUTE INVESTMENT ADVICE, FINANCIAL ADVICE, LEGAL ADVICE, OR ANY OTHER FORM OF REGULATED ADVICE. CalQuity is not a SEBI-registered investment adviser, research analyst, or portfolio manager. Nothing in the Platform or any Output should be construed as a recommendation to buy, sell, hold, or otherwise transact in any security, financial instrument, or asset class.

All investment decisions are solely and exclusively the responsibility of the Client and its Authorised Users.

6.2 No Guarantee of Accuracy

AI-generated Outputs may contain errors, omissions, hallucinations, or outdated information. CalQuity does not warrant that Outputs are accurate, complete, current, fit for any particular purpose, or free from errors. Users must independently verify all Outputs before relying on them for any business, investment, or regulatory purpose.

6.3 User Responsibility

By using the Platform, you acknowledge and accept that:

You are responsible for validating the accuracy and appropriateness of all Outputs

You bear sole responsibility for any decision, action, or omission made in reliance on an Output

CalQuity shall have no liability for any loss, damage, or regulatory consequence arising from your reliance on any Output

7. Fees, Payment, and Taxes

7.1 Fees

Subscription and usage fees are set out in the applicable Order Form. All fees are quoted in Indian Rupees (INR) unless otherwise specified.

7.2 Payment Terms

Invoices are payable within 30 days of the invoice date unless otherwise specified in the Order Form. CalQuity reserves the right to suspend access to the Platform if invoices remain unpaid beyond the due date following written notice.

7.3 Taxes

All fees are exclusive of applicable taxes. Goods and Services Tax (GST) and any other applicable taxes will be charged in addition to the subscription fee as required by Indian law. CalQuity's GSTIN is 19AALCC9904F1ZD. You are responsible for any withholding taxes applicable in your jurisdiction.

7.4 Renewals and Changes

Subscriptions auto-renew for successive terms of equal length unless either party provides written notice of non-renewal at least 30 days before the end of the current term. CalQuity reserves the right to adjust fees on renewal with 60 days' prior written notice.

8. Term and Termination

8.1 Term

These Terms commence on the date you first access the Platform and continue for the Subscription term specified in your Order Form, subject to renewal in accordance with Section 7.4.

8.2 Termination for Cause

Either party may terminate the agreement with immediate effect upon written notice if the other party:

Materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice

Becomes insolvent, enters liquidation, or makes a general assignment for the benefit of creditors

Engages in fraudulent, illegal, or grossly negligent conduct in connection with the Platform

8.3 Termination for Convenience

Either party may terminate a month-to-month subscription with 30 days' written notice. For annual or multi-year subscriptions, early termination rights, if any, are set out in the Order Form.

8.4 Effect of Termination

Upon termination or expiry:

Your access to the Platform will cease on the effective date of termination

You must promptly cease all use of the Platform and destroy any locally cached Outputs

CalQuity will delete Client Data within 90 days of termination (see Section 5.2)

All accrued payment obligations survive termination

Sections 5, 6, 9, 10, 11, 12, 13, and 14 survive termination

9. Intellectual Property

9.1 CalQuity IP

CalQuity and its licensors own all right, title, and interest in the Platform, including all underlying software, AI models, algorithms, methodologies, interfaces, trademarks, and documentation. No ownership rights are transferred to you under these Terms. Your licence is limited to the access rights explicitly granted in Section 4.

9.2 Output Ownership

Outputs generated by the Platform in response to your queries are provided to you for your use. However, as Outputs are generated by AI models trained on broad datasets, CalQuity does not warrant that Outputs are original or free from third-party IP claims. You are responsible for ensuring that your use of Outputs complies with applicable intellectual property law.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform to CalQuity, you grant us an irrevocable, royalty-free, worldwide licence to use such feedback for any purpose, including to improve the Platform, without obligation to you.

10. Confidentiality

Each party agrees to:

Hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care)

Use Confidential Information solely to perform obligations or exercise rights under these Terms

Not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or professional advisers who have a need to know and are bound by obligations of confidentiality no less protective than those in these Terms

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at time of disclosure; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed by applicable law or court order, provided the receiving party gives the disclosing party prompt prior notice to the extent legally permitted.

11. Limitation of Liability

11.1 Exclusion of Consequential Loss

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

CalQuity'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO CalQuity IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. CalQuity would not have entered into these Terms without such limitations.

11.4 Exceptions

The limitations in this Section do not apply to: (a) breach of confidentiality obligations; (b) infringement of intellectual property rights; (c) death or personal injury caused by negligence; or (d) fraud or wilful misconduct.

12. Warranties and Disclaimers

12.1 CalQuity Warranties

CalQuity warrants that:

The Platform will perform materially in accordance with the applicable documentation during the Subscription term

CalQuity will employ industry-standard security measures to protect Client Data

CalQuity will comply with applicable Indian laws in its provision of the Platform

12.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET OUT IN SECTION 12.1, THE PLATFORM AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". CalQuity EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

13. Indemnification

13.1 By Client

You agree to indemnify, defend, and hold harmless CalQuity and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

Your breach of these Terms

Your use of the Platform in violation of applicable law

Client Data infringing any third-party intellectual property, privacy, or regulatory requirement

Any investment decision, regulatory action, or third-party claim arising from your reliance on any Output

13.2 By CalQuity

CalQuity agrees to defend you against any third-party claim that the Platform (excluding Client Data and Outputs) infringes any Indian intellectual property right, subject to you promptly notifying CalQuity in writing and granting CalQuity sole control over the defence and settlement of the claim.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any Order Form, Enterprise Agreement, Addenda, and our Privacy Policy, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements, representations, and understandings.

14.2 Amendments

CalQuity may update these Terms from time to time. We will provide at least 30 days' prior written notice of material changes via email or in-Platform notification. Your continued use of the Platform after the effective date of the revised Terms constitutes acceptance.

14.3 Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of India. The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within 30 days, disputes shall be referred to arbitration under the Arbitration and Conciliation Act 1996 (as amended), conducted in Kolkata, West Bengal, in English, before a sole arbitrator mutually agreed upon by the parties. The courts of Kolkata shall have exclusive jurisdiction for any interim relief.

14.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

14.5 Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right.

14.6 Assignment

You may not assign these Terms or any rights hereunder without CalQuity's prior written consent. CalQuity may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.7 Force Majeure

Neither party shall be liable for failure to perform obligations to the extent caused by events beyond their reasonable control, including acts of God, government action, cyberattacks by third parties, pandemics, or widespread infrastructure failure, provided the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.

14.8 Notices

Notices under these Terms must be in writing and delivered by email (with read receipt) or registered post. CalQuity's notice address is legal@calquity.com / Suite 501, 6 Garstin Place, Kolkata – 700001, West Bengal, India. Clients must provide a notice address in their Order Form.

14.9 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between CalQuity and the Client.

15. Contact

For any questions regarding these Terms, please contact:

CalQuity Technologies Private Limited

Address: Suite 501, 6 Garstin Place, Kolkata – 700001, West Bengal, India

Legal & Contracts: legal@calquity.com

Support: support@calquity.com

Phone: +91 91638 84849

CIN: U62099WB2024PTC272030