General Terms and Conditions for the Use of Finn Software

a. These General Terms and Conditions ("GTC") are issued by AIforge Tech Private Limited, registered under CIN U62099RJ2025PTC099494, with its registered address at D-253, Kardhani Govindpura, Kalwar Road, Jaipur, Rajasthan – 302012, India ("Finn").

b. Finn operates a platform that enables customers of Finn ("Users") to deploy AI agents ("Agents") that talk with Users' own customers and contacts ("End Customers") by phone, WhatsApp, website chat, SMS and email; to manage those conversations in a shared inbox, where the User's team can read, reply and take over from an Agent; and to let the User's own sales representatives place calls through the Rep Parallel Dialer (the "Dialer"). The platform, the Agents and the Dialer together are the "Software". Finn offers the Software and the related services specified on hirefinn.ai (together, the "Services") under the plan the User selects (the "Plan").

c. These GTC (also referred to as the "Terms of Service") govern the business relationship between Finn and the User.

d. Finn provides its services exclusively to business entities (entrepreneurs/corporations) and not to individual consumers.

e. Deviating, opposing or supplementary general terms and conditions of Users shall only become integral components of the contractual relationship if Finn agrees to their validity in writing (including email).

a. Finn provides the Software to the User as software-as-a-service ("SaaS"), meaning that the Software is operated by Finn in a managed cloud-hosted environment and accessed by the User via hirefinn.ai (the "Website").

b. To access the Software and additional services, the User must create an account on the Website by registering online with an email address and choosing a password. By registering, the User agrees to these GTC.

a. Finn offers the following plan structures: (i) Direct Use — Software for the User's own operations; (ii) Reselling — Software for reselling to End Customers under Finn's branding; (iii) White Labeling — Software for reselling under the User's own branding and look-and-feel.

b. Prepaid Wallet: The Software is paid for through a prepaid balance ("Wallet") that the User tops up in advance. Usage is deducted from the Wallet at the rates of the User's Plan shown on hirefinn.ai/pricing or in the dashboard, including AI voice agent usage (billed per second), AI chat agent messages (Finn's per-message fee plus the language-model cost; replies sent by the User's team are not charged), Dialer usage, phone numbers rented through Finn, and add-ons.

c. Unused Wallet credit is not refunded and cannot be exchanged for cash, except that unused paid Wallet credit is refunded if Finn terminates the Agreement without cause or stops offering the Services, or where the User terminates under the Data Processing Addendum after objecting to a new sub-processor. Free, promotional or sign-up credits have no cash value. When the Wallet runs out, usage stops until it is topped up.

d. Subscription plans with fixed fees are available only under a signed memorandum of understanding or custom contract with Finn, whose commercial terms prevail over this section where they differ.

e. Charges that third parties make for the User's own accounts with them — such as Meta's WhatsApp fees on the User's WhatsApp Business Account, or charges on a carrier account the User connects — are billed by that third party, not by Finn.

a. These GTC form a binding agreement between Finn and the User (the "Agreement") when the User creates an account, accepts these GTC, or uses the Services, whichever happens first.

b. Wallet top-ups, plan selections and any memorandum of understanding or custom contract are made under, and form part of, this Agreement.

c. Plans and fees displayed on hirefinn.ai are an invitation to make an offer, not a binding offer by Finn.

d. Communications about the account occur by email; the User must ensure its email address is correct and can receive messages.

a. Applies if the User's Plan includes Direct Use.

b. Finn grants the User a non-exclusive, non-transferable, non-sublicensable license to use the Software as specified in the Plan.

c. The User is responsible for all actions taken by their registered Authorized Users (employees/team members).

d. The User may not alter or remove any of Finn’s copyright, logo, trademark, or proprietary notices.

a. Input: All data, content, or materials provided by Users or End Customers, including call audio, messages, attachments and contact lists.

b. Output: All data or materials generated by the Software, including AI replies, transcripts, summaries and analytics.

c. The User is responsible for the legality and rights to Input.

d. AI Hallucination & Communication Liability: The User acknowledges that AI models can be unpredictable. The User assumes full and sole liability for all communications (verbal, written, or digital) made through the Software — by its Agents, by its team in the inbox, and by its representatives on the Dialer. All such communications are legally deemed to be communications made directly by the User.

e. Finn is not liable for inaccurate information, unauthorized advice (e.g., medical or financial), or unscripted dialogue or messages generated by an Agent during live interactions.

f. Finn has no obligation to review Input/Output. Input/Output — including call recordings, transcripts, chat conversations and Dialer records — is kept for 24 months by default, or for any other period agreed for the User's workspace, and is deleted as set out in the Data Processing Addendum. Finn does not delete Input/Output earlier at its own discretion, except as the Data Processing Addendum provides.

g. Indemnity for claims arising from Input or Output is governed by the Indemnification and Limitation of Liability section below.

a. Regulatory Compliance: The User must comply with all laws, regulations and platform rules that apply to its calls, messages and emails and to the data it processes — including, where applicable, TRAI's telecom commercial communications rules (DLT registration, number series and Do Not Disturb preferences) and the Digital Personal Data Protection Act, 2023 in India; the TCPA and FCC rules (including the FCC's 2024 ruling that AI-generated voices are "artificial" voices), the Telemarketing Sales Rule, national and state Do-Not-Call rules, state telemarketing, call-recording and AI-disclosure laws, the CAN-SPAM Act, HIPAA and the FDCPA in the US; the GDPR, the UK GDPR and the ePrivacy rules (including PECR) in Europe; carrier and industry rules for SMS, including US 10DLC registration; and Meta's terms and policies for WhatsApp.

b. Prohibited Conduct: The User must not (i) share accounts without authorization, upload infringing content or malware, interfere with security, reverse engineer the Software, or circumvent usage limits; (ii) make or send fraudulent, deceptive, harassing or abusive calls or messages, or use the Software for robocalling violations or cyberbullying; (iii) call, text, message or email anyone without the consent or other legal basis the law requires for that channel, or after that person has opted out; (iv) send SMS or WhatsApp messages to purchased, rented, shared or scraped lists; (v) promote goods, services or content that Meta's policies, carrier rules or the law prohibit; (vi) use a caller ID or sender name it is not authorized to use, or rotate numbers or sender identities to avoid spam labels, blocking or opt-outs; (vii) ask people for full payment-card numbers, financial account numbers or passwords, or national ID numbers, on calls, in chat or in messages, unless Finn has agreed in writing; (viii) present an Agent as a human, deny that an Agent is an AI when asked, or turn off an AI or recording disclosure the law requires; (ix) process protected health information through chat AI agents or the Dialer unless Finn has agreed to it in writing; or (x) provide unauthorized medical, legal, or financial advice.

c. Complaint Resolution: The User is 100% responsible for resolving third-party complaints (e.g., spam, harassment), including complaints and inquiries from regulators, carriers and Meta. Finn will forward complaints and may suspend accounts pending resolution.

d. Account Security: The User must protect account credentials, use multi-factor authentication where the Software offers it, and administer Authorized Users and End Customers responsibly. Immediately deactivate or secure compromised accounts upon notice.

e. Breaches threatening Software security may lead to suspension or termination.

f. User-to-Authorized User and End Customer agreements must be at least as strict as these GTC.

g. The Finn Consent & Legal Guidance Policy, published at hirefinn.ai/compliance, is Finn's acceptable use policy for calls, messages and emails. It is hereby incorporated into and forms an integral part of these GTC, including its channel rules, its requirements to produce consent artifacts upon regulatory complaint and its suspension and forfeiture consequences for regulatory violations. In the event of a conflict between that policy and these GTC, these GTC prevail. Finn may update that policy in accordance with the Amendments clause below.

h. Suspension for Policy Violations: Finn may suspend or limit any part of the Services — including a phone number, a messaging channel, a WhatsApp connection or the Dialer — where Finn reasonably believes it is needed to comply with law, to respond to a regulator, carrier or Meta, to prevent harm to people or to Finn's numbers, sender registrations or carrier accounts, or because the User has breached these GTC or the Consent & Legal Guidance Policy. Finn will tell the User why, unless the law forbids it, and will restore the Services once the issue is resolved. Fees for usage already incurred remain payable.

a. The User agrees to pay for its usage from its Wallet, and any fees under its memorandum of understanding or custom contract, as set out in Plans and Prepaid Wallet above.

b. Payment methods include credit card or third-party providers (their terms apply).

c. Where fees are invoiced under a memorandum of understanding or custom contract, late payment (5 days overdue) allows Finn to suspend or terminate services after notice.

d. All fees exclude taxes; the User is responsible for applicable Taxes.

e. Finn may change its Wallet rates with thirty (30) days' notice; changes do not apply to credit already in the Wallet at the old rates, and the User may close its account instead of accepting them. Fees under a memorandum of understanding or custom contract change only as that contract provides.

f. Dispute Window: Any billing disputes or requests for refunds/credits must be submitted in writing within 7 days of the charge or invoice date. Failure to dispute within this window constitutes full acceptance of the charges. Refunds are governed by the Refund and Cancellation Policy at hirefinn.ai/refundpolicy.

g. Third-Party Charges: Fees that Meta, carriers or registration bodies charge — such as WhatsApp fees on the User's own WhatsApp Business Account, carrier messaging charges, US 10DLC registration and vetting fees, and India DLT fees — are billed by those parties, or passed through by Finn at cost where Finn handles the registration on the User's behalf. The User may also register with those bodies itself. Finn cannot refund third-party charges.

h. Fines and Penalties: If a carrier, Meta, a registration body or a regulator charges Finn a fine, fee or penalty because of the User's calls or messages, the User must reimburse Finn on request.

a. Finn may offer free trials or promotional credits. They are subject to these GTC, including the Data Processing Addendum and the Consent & Legal Guidance Policy.

b. Free trials and credits may be changed or withdrawn at any time, expire as stated when they are granted, have no cash value, and are provided "as is" without warranty.

c. Paid use continues only after the User tops up its Wallet; nothing converts to a paid plan automatically.

d. Plan changes take effect as shown in the dashboard or as agreed in a memorandum of understanding or custom contract.

a. Applies if the User's Plan includes Reselling.

b. To resell, the User enters into End Customer Agreements in its own name and for its own account; End Customers have no contract with Finn.

c. The User must impose identical obligations on End Customers as under these GTC.

d. The User is liable for End Customers' statutory or contractual breaches as if its own.

e. Finn grants a non-exclusive, non-transferable right to resell per the Plan; usage by subaccounts is deducted from the User's Wallet at the User's Plan rates.

f. The User sets End Customer pricing and is not granted exclusivity.

g. Reselling must use Finn's brand.

h. The User bears all representations, warranties, marketing, and support responsibilities toward End Customers.

i. The User must not use Finn's trademarks or logos without prior written consent.

j. A User that resells or white-labels messaging channels must make sure each of its own customers connects its own WhatsApp Business Account and accepts Meta's terms, holds its own SMS registrations, and follows the Consent & Legal Guidance Policy.

a. Applies if the User's Plan includes White Labeling, supplementing the Direct Use License.

b. Finn grants a non-exclusive, non-transferable right to White Label per the Plan.

c. The User customizes the Software's appearance as specified.

d. The User sets End Customer pricing under its own brand.

e. The messaging-channel duties in the Reselling section also apply to White Labeling.

a. Finn warrants the Software's functionalities as specified in the Plan.

b. All other warranties are disclaimed to the fullest extent permitted by law.

c. Warranties are limited to those expressly stated in this Agreement.

d. Finn aims for 24/7 availability, excluding planned downtime and force-majeure events.

e. Finn may introduce updates, upgrades, and new features to improve the Software.

f. Finn does not warrant that Meta, carriers, registration bodies or regulators will approve or keep any business, number, template, registration or campaign, or that any call or message will be delivered.

a. Finn may enable use of third-party products ("Third Party Applications") per the Plan.

b. Finn provides API keys under its agreements; applicable Third Party Terms apply to Users.

c. As between Finn and the User, these GTC prevail over Third Party Terms in case of conflict.

d. Finn does not warrant or support non-listed Third Party Applications.

e. Some features depend on platforms the User connects with its own account — for example WhatsApp (Meta), a carrier or SMS account, an email mailbox, or a CRM or calendar. The User's use of those platforms is governed by its own agreement with each provider (see Messaging Channels and Third-Party Platforms), and Finn is not responsible for those platforms.

a. WhatsApp: To use WhatsApp, the User connects its own WhatsApp Business Account ("WABA") to Finn through Meta's sign-up flow. The User contracts with Meta directly and must accept and follow Meta's terms and policies for the WhatsApp Business Platform, including the WhatsApp Business Messaging Policy and the WhatsApp Commerce Policy.

b. Meta decides whether to approve or keep the User's business, display name, phone number and message templates, sets messaging limits and quality ratings, and may restrict or disable a WABA or number. Finn does not control these decisions and is not liable for them.

c. Meta charges its WhatsApp fees to the payment method on the User's WABA. These fees are between the User and Meta; Finn does not collect or refund them. Finn's own fees for AI messages are separate.

d. The User must use Agents on WhatsApp only to serve its own customers about its own business, and not as a general-purpose AI assistant, and must give customers a clear way to reach a person.

e. SMS: SMS may be sent only from numbers and sender registrations that meet carrier and regulator rules — in the US, an approved 10DLC brand and campaign or a verified toll-free number; in India, DLT registration with registered headers and templates. Finn can make these registrations on the User's behalf and pass the fees through, or the User may make them itself; either way, the User must give accurate information for them. Carriers and regulators may filter or block messages, suspend registrations and charge fines for non-compliant traffic.

f. Email: Email sent through the Software must come from domains and mailboxes the User controls and is authorized to use.

g. Delivery: Calls and messages travel over networks and platforms Finn does not control. Finn does not guarantee that any call or message is delivered, delivered on time, or labeled correctly by carriers, Meta or call-labeling apps.

h. Platform Changes: If Meta, a carrier or a regulator changes its rules, prices or availability, Finn may change or withdraw the affected feature, with notice where practicable.

a. The Dialer lets the User's own sales representatives call leads the User chooses, one line at a time or several lines at once ("Parallel"); when a lead answers, the call is connected to a representative.

b. The User decides whom to call, when, how often, from which number and what is said. The Dialer may show warnings — for example, that a call is outside calling hours, that a lead is marked do-not-call, or that an attempt limit is reached — but it does not block calls on compliance grounds, and a warning, or the absence of one, is not legal advice.

c. In Parallel, more than one person may answer at once. Where the law limits abandoned calls or requires a recorded message for an answered call that is not connected to a live representative (for example, the US Telemarketing Sales Rule), the User must keep within those limits and use only the Dialer modes and settings that play that message; Finn will tell the User which modes do.

d. The User may use an AI voice (including AI screening, where offered) or a prerecorded message (including a voicemail drop) on a call only where it has the consent the law requires for that call.

e. AI features in the Dialer — such as voicemail detection, transcripts, summaries and coaching — process call audio as described in the Data Processing Addendum.

f. Finn keeps Dialer records for the retention period described in the Data Processing Addendum. They do not replace the records the User must keep under telemarketing and consent laws.

g. Finn may lower lines per representative, cap daily calls, pause the Dialer or suspend Dialer access if drop rates, complaints, carrier warnings or other signs suggest unlawful or harmful calling.

a. "IP Rights" covers all trademarks, patents, copyrights, designs, trade secrets, and related rights worldwide.

b. Finn retains all rights in the Software, services, and documentation.

c. The User grants Finn a non-exclusive, non-transferable right to use Input for service provision.

d. Finn does not use User Input or Output to train, retrain, or fine-tune any AI model; such data is processed solely to provide the service, as set out in the Data Processing Addendum.

e. Unless agreed otherwise, Users own their Input and Output.

f. Third Party Application providers retain their IP Rights.

g. Feedback is freely exploitable by Finn without compensation.

a. "Confidential Information" is any marked or inherently confidential material disclosed by either party.

b. Parties use Confidential Information only to perform the Agreement.

c. Disclosure to third parties requires confidentiality obligations.

d. Receiving parties must destroy or delete all Confidential Information upon Agreement termination, except as legally required.

e. Obligations survive for three years post-termination.

a. To the extent Finn processes personal data on the User's behalf in providing the Services, that processing is governed by the Finn Data Processing Addendum ("DPA"), published at hirefinn.ai/dpa, which is hereby incorporated into and forms an integral part of this Agreement.

b. The DPA includes the Standard Contractual Clauses (governed by the law of Ireland) and, where applicable, the UK International Data Transfer Addendum, which apply where personal data is transferred outside the EEA, the United Kingdom, or Switzerland.

c. By entering into this Agreement, the User and Finn agree to the DPA, including those Clauses, without the need for a separate signature. A countersigned copy of the DPA is available on request at [email protected].

a. Indemnification: The User shall indemnify, defend, and hold Finn harmless against third-party claims, and any resulting losses, damages, and reasonable costs, arising from the User's use of the Services in violation of applicable law or this Agreement — including violations of telemarketing, robocall, messaging, email or consent laws or of Meta's or carriers' rules, the User's Input or audience data, data breaches caused by the User, or claims of harassment. This indemnity covers third-party claims, regulatory penalties, and fines or fees charged by carriers, Meta or registration bodies arising from the User's conduct; it does not extend to penalties imposed on Finn for Finn's own conduct, and does not apply to the extent a claim is caused by Finn's own fraud, wilful misconduct, or gross negligence, or concerns liability that cannot be excluded under applicable law.

b. Limitation of Liability: Finn's total aggregate liability arising out of or in connection with this Agreement is limited to the fees paid by the User to Finn (including Wallet top-ups and any fees under a memorandum of understanding or custom contract) in the three (3) months preceding the event giving rise to the claim, or USD 100, whichever is greater. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for fraud, wilful misconduct, or gross negligence.

c. All other liability is excluded except mandatory statutory liability (e.g., personal injury).

a. The Agreement continues until terminated. A memorandum of understanding or custom contract may set a fixed term, which prevails for that contract.

b. The User may terminate at any time by closing its account; Finn may terminate with thirty (30) days' notice. Unused Wallet credit is handled as set out in Plans and Prepaid Wallet and the Refund and Cancellation Policy.

c. Either party may terminate for cause with immediate effect if the other party fails to cure a material breach within fifteen (15) days of written notice, or immediately on the other party's insolvency.

d. Finn may terminate without notice for the User's breach of its data protection or Indemnification obligations, or for serious or repeated breaches of the Consent & Legal Guidance Policy.

e. Free trials and credits may be ended at any time without notice.

f. Phone Numbers: Phone numbers rented through Finn are held on carrier accounts Finn controls and are licensed to the User only while its account is active and paid. The User may release a rented number at any time; otherwise it stays with the User until the end of its current monthly rental period. Rental already paid is not refunded. Rented numbers cannot be ported out to another provider. Finn may reclaim a rented number that is unpaid or used in breach of these GTC. Numbers and carrier accounts the User brings from its own provider remain the User's.

g. WhatsApp: The User's WABA, phone number registration, display name and message templates remain the User's under its agreement with Meta. When the User disconnects WhatsApp or the Agreement ends, Finn stops receiving messages for that number, deletes its access token and removes its access to the User's WABA, and the User may keep using the number with Meta or another provider.

h. SMS Registrations: 10DLC brands and campaigns, and DLT registrations, made in the User's name remain the User's.

i. Data: On termination, Finn returns or deletes the User's data as set out in the Data Processing Addendum.

a. Finn may amend the GTC for legal, security, or product-development reasons.

b. Users receive at least two weeks' notice and may object within two weeks; silence equals acceptance.

a. Neither party may assign the Agreement without the other's consent.

b. The Agreement is governed by the laws of India, excluding conflict-of-law rules and the CISG.

c. Dispute Resolution: Any dispute, controversy, or claim arising out of or in connection with the Agreement, including its existence, validity, breach, or termination, shall be finally resolved by arbitration administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with its Arbitration Rules in force when the arbitration commences. The tribunal shall consist of a sole arbitrator appointed under those Rules; the seat of arbitration shall be Mumbai, India; the language of the arbitration shall be English; and the award shall be final and binding on the parties. Notwithstanding the foregoing: (i) either party may seek interim or injunctive relief from the courts at Jaipur, Rajasthan (including under Section 9 of the Arbitration and Conciliation Act, 1996), which retain exclusive jurisdiction over such relief; and (ii) claims where the total amount in dispute does not exceed INR 500,000 (or its equivalent) may, at the claimant's election, be brought before the courts at Jaipur instead of arbitration; if so elected, those courts have exclusive jurisdiction over that claim.

d. Legal inquiries can be directed to [email protected].

e. Force Majeure: Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, telecom or power failures, and failures or restrictions of upstream cloud, telephony, messaging or model providers, Meta's WhatsApp platform, or carriers' filtering, provided the affected party notifies the other and resumes performance as soon as reasonably possible.

f. Severability: If any provision of these GTC is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid provision that most closely reflects its commercial intent.

g. Entire Agreement: These GTC, together with the documents they incorporate (including the Data Processing Addendum and the Consent & Legal Guidance Policy), constitute the entire agreement between the parties regarding their subject matter and supersede all prior agreements and understandings.

h. Waiver: A party's failure or delay in enforcing any provision is not a waiver of that provision or of any other right.

i. Notices: Notices under the Agreement are given by email — to the User at the account owner's registered email address, and to Finn at [email protected] — and are deemed received on the business day after sending.

j. Survival: Provisions that by their nature should survive termination — including Confidentiality, Intellectual Property Rights, Indemnification and Limitation of Liability, and accrued payment obligations — survive termination of the Agreement.

k. Export and Sanctions: The User represents that it is not located in, and will not use the Services from or for the benefit of, any country or person subject to sanctions or export restrictions under the laws of India, the United States, the United Kingdom or the European Union, and will not use the Services in breach of those laws.