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    edoro Master Terms of Service

    ENTITY: Clavis Technologies Private Limited (“Company”, “edoro”, “We”, “Us”, or “Our”)

    THESE MASTER TERMS OF SERVICE (“TERMS” OR “AGREEMENT”) GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE AT WWW.EDORO.AI, THE EDORO WEB APPLICATION, MOBILE INTERFACES, API ENDPOINTS, WEBHOOKS, AGENTIC AI UTILITIES, AND ASSOCIATED SERVICES OPERATED BY CLAVIS TECHNOLOGIES PRIVATE LIMITED.

    BY CREATING AN ACCOUNT, EXECUTING AN ORDER FORM, CONNECTING THIRD-PARTY INTEGRATIONS, PAYING FOR A SUBSCRIPTION, OR ACCESSING/USING THE SERVICE, YOU (“CUSTOMER”, “SUBSCRIBER”, OR “YOU”) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

    IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCESS OR USE THE EDORO SERVICE.

    1. Agreement Architecture And Incorporation By Reference

    This Master Terms of Service forms the overarching legal agreement between You and Clavis Technologies Private Limited. Your use of edoro is additionally governed by the following operational policies, which are explicitly incorporated into and made an integral part of this Agreement by reference: 

    1. Privacy and Cookie Policy: Governs data collection, GDPR/CCPA compliance, security, subprocessor usage, and cookie management.
    2. Subscription, Billing, and Refund Policy: Governs sliding-scale utility pricing, upgrade/downgrade calculations, cancelation rules, negative balance platform credits, and the 21-day delinquency deletion lifecycle.
    3. Fair Use and Acceptable Product Policy: Governs acceptable system use, outbound email guards, storage limits, media ingestion boundaries, Co-Pilot query limits, trial farming prohibitions, and security safeguards.

    In the event of an explicit conflict between these Master Terms of Service and any incorporated operational policy, these Master Terms shall prevail unless the operational policy explicitly states that it supersedes a specific provision of these Master Terms.

    2. Definitions

    3. Account Registration, Security, And Workspace Governance

    3.1. Account Registration

    To access edoro, You must register for an account by providing accurate, complete, and current information. You agree to maintain and promptly update your account details to ensure accuracy.

    3.2. Credential Security & Account Responsibility

    You are solely responsible for maintaining the confidentiality of your login credentials, API keys, OAuth tokens, and account access. You accept full responsibility for all activities, actions, and uploads occurring under your workspace accounts, regardless of whether authorized by You. You must notify Us immediately at legal@edoro.ai upon suspecting any unauthorized access or security breach.

    3.3. Workspace Administration

    Customer designates one or more Workspace Administrators who hold administrative control over user seat allocation, slider adjustments, permission roles, third-party integrations, and asset visibility settings. Customer acknowledges that workspace administrators have the authority to grant or revoke access to Customer Content, export data, and modify billing parameters.

    4. Intellectual Property Rights And Content Ownership

    4.1. Customer Ownership of Content

    Customer retains all right, title, and interest (including all intellectual property rights) in and to all Customer Content uploaded, processed, or generated in edoro. Nothing in these Terms shall be construed as transferring any ownership rights in Customer Content to edoro or its parent/group companies.

    4.2. Limited Service License to edoro

    Customer grants edoro a non-exclusive, worldwide, royalty-free, fully paid-up, limited license to host, store, transfer, display, render, reproduce, transmit, format, and modify Customer Content strictly and solely as necessary to perform, maintain, secure, troubleshoot, and optimize the Service as directed by Customer or Authorized Users.

    4.3. edoro Ownership of the Platform

    edoro retain all rights, title, and interest (including all patent, copyright, trade secret, trademark, and other intellectual property rights) in and to the Service, platform architecture, underlying software codebase, user interfaces, branding, visual proofing canvas tools, automated typesetting algorithms, database schemas, and Documentation. Customers receive only the limited, non-exclusive, non-transferable right to access and use the Service during an active subscription term in accordance with these Terms.

    4.4. Feedback

    If You or your Authorized Users provide edoro with suggestions, ideas, enhancement requests, or feedback regarding the Service (“Feedback”), You grant edoro a perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize such Feedback without obligation or compensation to You.

    5. External Stakeholder Sharing And Content Responsibility

    5.1. Sharing Features & Public Proofing Links

    The Service enables Authorized Users to generate public review links, shared proofing canvas URLs, guest reviewer invites, and external distribution packages to collaborate with outside stakeholders, clients, and partners (“External Stakeholders”).

    1. Customer is solely responsible for managing link security settings, password protections, expiration dates, and access permissions for any shared asset links or guest reviewer invitations.

    2. edoro has no control over how External Stakeholders utilize, download, screenshot, or distribute Customer Content accessed via shared links generated by Customer.

    3. Customer is solely responsible for ensuring that all Customer Content uploaded to or shared via edoro complies with applicable laws, copyright regulations, privacy statutes, and non-disclosure obligations.

    6. Copyright Infringement And Dmca Safe Harbor Takedown Procedure

    edoro respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (DMCA) and global copyright frameworks, edoro will respond expeditiously to claims of copyright infringement committed using the edoro platform.

    6.1. Filing a Takedown Notice

    If You believe that your copyrighted work has been uploaded, copied, or made available on edoro in a manner that constitutes copyright infringement, please submit a written notification to our Designated Copyright Agent containing the following information:

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest;

    2. Identification of the copyrighted work claimed to have been infringed;

    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity, including sufficient URL(s) or file identifiers to enable us to locate the material;

    4. Your contact information, including physical address, telephone number, and email address;

    5. A statement by You that You have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

    6. A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    Attention: Legal & DMCA Compliance Officer

    Entity: Clavis Technologies Private Limited

    Email: legal@edoro.ai (Subject: DMCA Infringement Notice)

    6.2. Counter-Notification Procedure

    If Customer Content uploaded by You was removed or disabled pursuant to a DMCA notice, and You believe such content is non-infringing or that You possess proper authorization, You may submit a written counter-notice to our Designated Copyright Agent detailing the legal basis for your claim. Upon receipt of a valid counter-notice, edoro may restore the disabled material in accordance with DMCA statutory timelines unless the original complaining party files a court action seeking a restraining order.

    7. AI Services, Automated Engines, And Warranty Disclaimers

    THE SERVICE, INCLUDING ALL AGENTIC AI UTILITIES, CO-PILOT ANALYTICS, OCR TEXT COMPARISONS, AUTOMATED TYPESETTING ENGINES (TEX/LATEX, INDESIGN SERVER), PROOFING CANVAS TOOLS, AND THIRD-PARTY INTEGRATIONS, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLAVIS TECHNOLOGIES PRIVATE LIMITED AND ITS AFFILIATES, OFFICERS, EMPLOYEES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.

    7.2. Specific AI & Automated Output Disclaimer

    EDORO’S AI CO-PILOT, AUTOMATED PREFLIGHTING, OCR COMPARISON, AND TYPESETTING SYSTEMS FUNCTION STRICTLY AS COGNITIVE ASSISTIVE UTILITIES DESIGNED TO STREAMLINE HUMAN WORKFLOWS. EDORO DOES NOT GUARANTEE THAT AI-GENERATED TRANSCRIPTS, CO-PILOT QUERY RESPONSES, PREFLIGHT ERROR CHECKS, OR LAYOUT COMPOSITIONS ARE COMPLETELY ACCURATE, ERROR-FREE, OR FREE OF OMISSION.

    CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VERIFYING, PROOFREADING, AND AUDITING ALL CREATIVE DELIVERABLES, AI INSIGHTS, TYPESET LAYOUTS, AND PROOFING MARKS PRIOR TO COMMERCIAL PUBLICATION, PRINTING, OR PUBLIC DISTRIBUTION. EDORO DISCLAIMS ALL LIABILITY FOR PRINTING ERRORS, REPUBLICATION COSTS, MEDIA MISPRINTS, OR COMMERCIAL LOSSES RESULTING FROM UNVERIFIED AI OR AUTOMATED LAYOUT OUTPUTS.

    8. Limitation Of Liability And Damage Exclusions

    8.1. Exclusion of Consequential and Indirect Damages

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLAVIS TECHNOLOGIES PRIVATE LIMITED, EDORO, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO CUSTOMER, AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, PRODUCTION DELAYS, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

    • THE USE OF OR INABILITY TO USE THE SERVICE;
    • UNAUTHORIZED ACCESS TO, ALTERATION OF, OR PERMANENT DELETION OF CUSTOMER CONTENT, WORKSPACES, OR PIPELINES;
    • THE PERFORMANCE OR FAILURE OF AUTOMATED ENGINES OR AI CO-PILOT OUTPUTS;
    • ANY INTERRUPTION, SUSPENSION, OR HARD LOCKOUT OF SERVICE PURSUANT TO THE DELINQUENCY OR TERMINATION TERMS OF THE SUBSCRIPTION, BILLING, AND REFUND POLICY OR FAIR USE POLICY; OR
    • STATUTORY PURGES OF WORKSPACE DATA EXECUTED FOLLOWING DAY 21 OF DELINQUENCY OR DAY 7 OF TRIAL EXPIRATION.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CLAVIS TECHNOLOGIES PRIVATE LIMITED AND ITS AFFILIATES TO CUSTOMER FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR ANY INCORPORATED POLICY—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE—SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO EDORO FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD), WHICHEVER IS GREATER.

    THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS WILL NOT ENLARGE OR EXTEND THIS MAXIMUM LIMIT. CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED BY EDORO REFLECT THIS ALLOCATION OF RISK AND LIMITATION OF LIABILITY.

    9. Customer Indemnification

    Customer agrees to defend, indemnify, and hold harmless Clavis Technologies Private Limited, edoro, its corporate affiliates, officers, directors, employees, agents, subprocessors, and licensors from and against any third-party claims, demands, suits, proceedings, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

    1. Customer Content uploaded, stored, processed, or shared within the Service, including any claim that Customer Content infringes, misappropriates, or violates any third-party copyright, trademark, patent, trade secret, privacy, or publicity right;
    2. Customer’s or its Authorized Users’ breach of any provision of these Master Terms, the Privacy and Cookie Policy, Subscription, Billing, and Refund Policy, or Fair Use and Acceptable Product Policy;
    3. Unauthorized sharing, distribution, or management of public proofing links, guest access tokens, or sensitive assets with External Stakeholders; or
    4. Customer’s violation of any applicable local, state, national, or international law, regulation, or privacy statute (including GDPR, CCPA, and DPDP Act 2023).

    10. Term, Suspension, Termination, And Deletion Lifecycle

    10.1. Subscription Term

    This Agreement takes effect upon your first access or registration and remains in full force for the duration of your active subscription term or free trial period, unless terminated earlier in accordance with these Terms.

    10.2. Suspension and Termination for Cause

    edoro reserves the right to suspend or terminate your account immediately, without prior notice or operational grace periods, for severe violations of our Fair Use and Acceptable Product Policy (including trial farming, malware hosting, security probes, web scraping, or fraudulent chargebacks).

    10.3. Delinquency and The 21-Day Permanent Purge Lifecycle

    Billing delinquency, grace periods, account lockout rules, and server data purges are governed by the platform’s lifecycle policy:

    Grace period with uninterrupted features (except Automate Actions & AI Credits).

    Account Lockout Phase. Workspace access & review links frozen.

    Immutable, permanent system purge of all workspace data & assets.

    CUSTOMER ACKNOWLEDGES AND AGREES THAT EDORO BEARS ZERO LIABILITY FOR ANY DATA LOSS OR BUSINESS INTERRUPTION RESULTING FROM AUTOMATED PURGES EXECUTED AT DAY 21 OF UNRESOLVED DELINQUENCY OR DAY 7 FOLLOWING TRIAL EXPIRATION.

    11. Governing Law And Dispute Resolution

    11.1. Governing Law

    These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

    11.2. Informal Resolution First

    Before initiating formal legal proceedings, You and edoro agree to make a good-faith attempt to resolve any dispute, claim, or controversy informally for a period of at least thirty (30) days by submitting written notice of the dispute to legal@edoro.ai.

    11.3. Exclusive Jurisdiction

    If informal resolution fails, any legal suit, action, or proceeding arising out of or related to this Agreement or the Service shall be instituted exclusively in the competent courts located in Mumbai, Maharashtra, India. Customer and edoro irrevocably submit and consent to the personal jurisdiction and venue of such courts.

    12. General Provisions

    12.1. Entire Agreement

    These Master Terms of Service, together with the incorporated Privacy and Cookie Policy, Subscription, Billing, and Refund Policy, and Fair Use and Acceptable Product Policy, constitute the entire agreement between You and edoro regarding the Service, superseding all prior or contemporaneous written or oral agreements, communications, proposals, or understandings.

    12.2. Severability

    If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.

    12.3. Amendments and Modifications

    edoro reserves the right to modify or update these Master Terms at any time to reflect changes in legal requirements, operational enhancements, or system features. We will update the “Last Updated” date at the top of this document. Material changes will be communicated via email or prominent application banners prior to becoming effective. Your continued use of the Service following effective updates constitutes acceptance of the modified Terms.

    12.4. Assignment

    Customer may not assign or transfer any of its rights or obligations under these Terms without edoro’s prior written consent. edoro may freely assign or transfer its rights and obligations under these Terms as part of a corporate reorganization, merger, acquisition, or sale of assets.

    13. Contact Information

    If you have questions regarding these Master Terms of Service, or need to contact our legal department, please reach out to:

    Attention: Legal & Regulatory Affairs Team

    Website: www.edoro.ai

    Email: legal@edoro.ai

    Parent Entity: Clavis Technologies Private Limited