Terms of Service

Effective Date: April 16, 2025 · Last Updated: April 16, 2025

Agreement Overview

• These Terms of Service (“Agreement” or “Terms”) constitute a legally binding contract between you (“User”, “you”, or “your”) and GYANMATRIX ACADEMY PRIVATE LIMITED (“Company”, “we”, “us”, or “our”), the operator of the Veril.ai platform.
• By creating an account, clicking ‘I Agree’, or accessing or using any part of the Veril.ai Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference.
• If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not have such authority, or if you do not agree to these Terms, you must not use the Service.
• For Enterprise customers, a separate Master Services Agreement (MSA) or Enterprise Order Form may supplement or, to the extent of any conflict, supersede these Terms.

1. Definitions

The following capitalised terms have the meanings set out below throughout this Agreement:

2. User Accounts & Responsibilities

2.1 Account Registration

To access Veril.ai, you must register for an Account by providing accurate, current, and complete information. You agree to maintain and promptly update your Account information.

• You must be at least 18 years of age (or the age of majority in your jurisdiction) to register an Account.
• If registering on behalf of a business entity, you represent that you are duly authorised to bind that entity to this Agreement.
• Each Account is for a single user unless you have purchased a Team or Enterprise plan that expressly permits multiple seats.
• Accounts registered with temporary, disposable, or fictitious email addresses may be suspended without notice.

2.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your login credentials, including your password and any API keys issued to you.
• All activities that occur under your Account, whether or not authorised by you.
• Promptly notifying us at we@veril.ai if you suspect any unauthorised access to or use of your Account.

We will never ask for your password via email, phone, or any unsolicited communication. You should not share your Account credentials with any third party.

2.3 Account Accuracy & User Obligations

You agree that you will:

• Provide truthful, accurate, and complete information during registration and in all interactions with the Service.
• Use the Service only in accordance with these Terms, applicable law, and any additional guidelines published by us.
• Not transfer, sell, sublicense, or otherwise assign your Account or rights under this Agreement to any third party without our prior written consent.
• Comply with all applicable export control laws and regulations in your jurisdiction.
• Immediately notify us if any information you have provided becomes inaccurate or outdated.

3. Acceptable Use Policy

The Veril.ai Service is provided for lawful, professional, and constructive purposes. By using the Service, you agree to comply with this Acceptable Use Policy (“AUP”). Violations may result in immediate suspension or termination of your Account without refund.

3.1 Permitted Use

You may use the Service to:

• Create, analyse, summarise, and manage content, documents, and knowledge bases using AI assistance.
• Build, test, and deploy AI-assisted workflows within your authorised account environment.
• Access the API (where applicable) to integrate Veril.ai capabilities into your own applications, subject to our API Terms.
• Collaborate with other authorised members of your workspace on shared projects.

3.2 Prohibited Conduct

3.3 Content Standards

All Input you submit to the Service must comply with our Content Standards. You must not submit Input that:

• Contains personally identifiable information (PII) of third parties without their consent.
• Includes trade secrets or confidential information of third parties in violation of any duty of confidentiality.
• Is designed to elicit Outputs that would violate this AUP if produced directly.

We reserve the right, but not the obligation, to monitor, review, and remove Content that violates this AUP.

3.4 API Usage Restrictions

Users with API access must additionally comply with:

• Applicable rate limits as documented in the Developer Portal.
• Prohibition on reselling or sublicensing raw API access to third parties without an executed reseller agreement.
• Requirement to display appropriate disclosures when presenting AI-generated Output to end users in downstream products.

4. AI-Specific Terms & Disclaimers

Veril.ai is an AI-powered platform. The AI systems underlying our Service are probabilistic in nature.

4.1 Nature of AI Outputs

4.2 No Liability for AI-Assisted Decisions

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• The Company expressly disclaims all liability for any decision, action, or omission made by you or any third party in reliance on any Output generated by the Service.
• This disclaimer applies regardless of whether the Output was accurate, complete, or otherwise suitable for the intended purpose.
• You acknowledge that you have been advised to apply human judgement, independent expertise, and appropriate verification before acting on any Output.
• The Company shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from your reliance on AI-generated Outputs.

4.3 AI Model Infrastructure

The AI capabilities of Veril.ai are powered by large language model APIs from third-party providers. You acknowledge that:

• AI model behaviour, capabilities, and availability may change over time as providers update their systems.
• We do not guarantee that the same AI model version will be available indefinitely; model upgrades may affect Output characteristics.
• Response quality may vary based on the specificity, clarity, and quality of your Input.

4.4 AI Output & Intellectual Property

The intellectual property status of AI-generated Output is an evolving area of law. You acknowledge that:

• Outputs may not be protectable by copyright in all jurisdictions.
• You are responsible for determining whether Output you intend to publish or commercialise is original and non-infringing in your jurisdiction.
• The Company does not warrant that Outputs are free from third-party intellectual property claims.

4.5 No Use for Safety-Critical Systems

5. Data Ownership & Intellectual Property

5.1 Your Input — You Own It

As between you and the Company, you retain full ownership of all Input you submit to the Service, including any Intellectual Property rights therein. You represent and warrant that:

• You own or have the necessary rights, licences, and permissions to submit the Input to the Service.
• Your Input does not infringe any third-party Intellectual Property rights, privacy rights, or contractual obligations.
• You have obtained all necessary consents if your Input contains personal data of third parties.

By submitting Input to the Service, you grant the Company a limited, non-exclusive, royalty-free, worldwide licence to process, store, and use your Input solely for the purpose of providing the Service to you. This licence is revoked upon deletion of the relevant Input or closure of your Account.

5.2 Your Output — You Own It

Subject to your compliance with these Terms and payment of applicable Subscription fees, you own the Output generated by the Service in response to your Input. The Company does not claim any ownership right over your Outputs.

However, you acknowledge that:

• The Company grants you a non-exclusive licence to use, copy, modify, distribute, and commercialise Outputs for lawful purposes.
• Similar or identical Outputs may be generated for other users submitting similar Inputs, given the probabilistic nature of AI models. The Company does not guarantee Output exclusivity.
• The Company is not liable for any claims arising from your use, publication, or commercialisation of Outputs.

5.3 Company Intellectual Property

All rights in and to the Service — including but not limited to its software, architecture, algorithms, user interface, branding, trade names, trademarks, service marks, documentation, and all derivative works — are and remain the exclusive property of GYANMATRIX ACADEMY PRIVATE LIMITED or its licensors.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Service solely in accordance with these Terms. This licence does not include any right to:

• Copy, modify, create derivative works of, or distribute the Service or its software.
• Reverse-engineer, decompile, or disassemble any part of the Service.
• Remove or obscure any proprietary notices or labels on the Service.
• Use Company trademarks, logos, or brand assets without prior written consent.

5.4 Feedback

If you provide us with suggestions, ideas, enhancement requests, or feedback regarding the Service (“Feedback”), you grant the Company a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, incorporate, and commercialise such Feedback in any manner, without any obligation of confidentiality or compensation to you.

5.5 No Training on Your Data

6. Subscriptions & Payments

6.1 Subscription Plans

Veril.ai is offered on a subscription basis. The available plans are described on our pricing page and may be updated from time to time:

6.2 Billing & Payment

• Subscription fees are billed in advance on a monthly or annual basis, depending on the plan selected.
• All fees are quoted in the currency displayed at checkout (INR for Indian customers; USD for international customers, unless otherwise specified).
• Payment is processed by our authorised payment processors (Stripe for international users; Razorpay for Indian users).
• All fees are exclusive of applicable taxes. Indian users will be charged applicable GST.
• Invoices are issued electronically and made available in your Account dashboard within 3 business days of each billing cycle.

6.3 Subscription Renewals & Cancellations

• Subscriptions auto-renew at the end of each billing period unless you cancel before the renewal date.
• You may cancel your subscription at any time via Account Settings > Subscription > Cancel.
• Annual subscribers who cancel within 7 days of their initial purchase or renewal date are entitled to a full refund ("Cooling-off Period").
• Enterprise subscriptions are governed by the cancellation terms in the applicable Order Form or MSA.

6.4 Refund Policy

Except as expressly stated in Section 6.3 (Cooling-off Period) or as required by applicable law, all Subscription fees are non-refundable. If you believe a charge has been made in error, notify us at we@veril.ai within 30 days of the charge date.

6.5 Price Changes

We reserve the right to change Subscription pricing. We will provide at least 30 days' advance written notice of any price increase. Your continued use after the effective date constitutes acceptance of the new pricing.

6.6 Overdue Payments & Suspension

If payment is not received by the due date, we may: (a) suspend access to your Account within 7 days; (b) charge interest on overdue amounts at 1.5% per month or the maximum rate permitted by law; and (c) terminate your Account after 30 days of sustained non-payment.

7. Confidentiality

7.1 Mutual Obligations

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).

7.2 Permitted Disclosures

Either party may disclose Confidential Information: (a) to employees, contractors, advisors, and service providers with a need to know; or (b) as required by applicable law or court order — with prompt prior written notice where legally permissible.

7.3 Exclusions

Confidentiality obligations do not apply to information that: (i) is publicly available; (ii) was known prior to disclosure; (iii) is independently developed; or (iv) is received from a third party without restriction.

7.4 Survival

Confidentiality obligations survive for three (3) years following termination, except for trade secrets which are protected for as long as they remain trade secrets under applicable law.

8. Termination

8.1 Termination by You

You may terminate your Account at any time by: (a) navigating to Account Settings > Delete Account; or (b) sending written notice to legal@veril.ai. You remain responsible for all fees due up to the termination date.

8.2 Termination or Suspension by Us

We may suspend or terminate your Account if:

• You materially breach any provision of these Terms and fail to cure within 14 days of written notice (or immediately if the breach is incapable of remedy).
• You fail to pay any Subscription fee when due and do not cure within 7 days of notice.
• We are required to do so by applicable law, regulation, or a competent authority.
• We believe your Account activity poses a risk to security, integrity, or reputation of the Service.
• You become insolvent or are subject to bankruptcy or insolvency proceedings.

8.3 Effect of Termination

Upon termination:

• Your right to access and use the Service ceases immediately.
• You may request an export of your data within 30 days of termination; after this window, we may delete your data.
• All licences granted to you under these Terms are revoked.
• Provisions that by their nature should survive termination shall survive, including Sections 4, 5, 9, 10, 11, and 12.

9. Disclaimers & Limitation of Liability

9.1 Service Disclaimers

9.2 Limitation of Liability

9.3 Exceptions

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud; (c) liability that cannot be excluded under applicable law; or (d) gross negligence or wilful misconduct.

9.4 Uptime & Service Level

We do not guarantee any specific uptime under these general Terms. Enterprise Clients may negotiate SLAs with defined uptime commitments through a separate Order Form or MSA.

10. Indemnification

10.1 User Indemnification

You agree to defend, indemnify, and hold harmless the Company from any claims arising out of:

• Your use or misuse of the Service, including any violation of the Acceptable Use Policy.
• Your breach of any representation, warranty, or obligation under these Terms.
• Any Input you submit to the Service that infringes third-party rights.
• Any Output you publish or commercialise in violation of applicable law.
• Your violation of any applicable law, regulation, or third-party right.
• Claims brought by your customers or end users arising from your use of the Service.

10.2 Company Indemnification

The Company will defend you against third-party claims alleging that the Service infringes valid Intellectual Property rights, and will pay any damages finally awarded. This does not apply if infringement arises from: (a) your modification of the Service; (b) unauthorised combinations; (c) use after a non-infringing alternative is provided; or (d) your Input or content.

10.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party; (b) give sole control of the defence; and (c) provide reasonable cooperation.

11. Governing Law & Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of India. Applicable statutes include:

• The Information Technology Act, 2000 and associated rules
• The Digital Personal Data Protection Act, 2023
• The Consumer Protection Act, 2019
• The Indian Contract Act, 1872
• The Specific Relief Act, 1963

11.2 Informal Resolution

Before initiating formal dispute resolution, you agree to first attempt to resolve any dispute informally by contacting us at we@veril.ai with the subject line “Dispute Notice”. We will make good faith efforts to resolve the dispute within 30 days.

11.3 Arbitration

All disputes shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be:

• Conducted by a sole arbitrator mutually agreed upon by the parties.
• In the English language.
• At the seat of Coimbatore, Tamil Nadu, India.
• The arbitral award shall be final and binding and enforceable in any court of competent jurisdiction.

11.4 Jurisdiction of Courts

Either party may seek urgent or interim injunctive relief from the competent courts at Coimbatore, Tamil Nadu, India. You irrevocably submit to the exclusive jurisdiction of these courts.

11.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Claims may only be brought on an individual basis.

11.6 Enterprise Clients

Enterprise Clients with a separately executed MSA may have different dispute resolution provisions. In the event of a conflict, the MSA shall govern.

12. General Provisions

12.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Order Form, Enterprise MSA, API Terms, and any other policies published by the Company, constitute the entire agreement between you and the Company.

12.2 Amendments

We may amend these Terms at any time. For material changes, we will provide at least 14 days' advance notice. Your continued use constitutes acceptance.

12.3 Severability

If any provision is held invalid, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

12.4 Waiver

No failure or delay in exercising any right shall operate as a waiver thereof.

12.5 Force Majeure

Neither party shall be liable for delay or failure caused by a Force Majeure event. If the event continues for more than 60 days, either party may terminate on 14 days' written notice.

12.6 Assignment

You may not assign your rights without our prior written consent. The Company may assign in connection with a merger, acquisition, or sale of assets with 30 days' prior notice.

12.7 Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not confer rights on any third party.

12.8 Notices

All legal notices must be in writing to we@veril.ai (for us) or your registered Account email (for you). Notices are deemed received on delivery if by email, or within 5 business days if by registered post.

12.9 Export Compliance

You agree to comply with all applicable export control laws. You represent that you are not located in a sanctioned jurisdiction or on any denied-persons list.

12.10 Relationship of the Parties

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

12.11 Accessibility

We are committed to making Veril.ai accessible. If you experience accessibility barriers, please contact us at we@veril.ai.

13. Enterprise Addendum

This Section applies exclusively to Enterprise Clients who have executed a Master Services Agreement, Order Form, or other Enterprise contract.

13.1 Data Processing Agreement

Enterprise Clients processing personal data of EU/EEA data subjects will be offered a DPA compliant with GDPR Article 28. Indian Enterprise Clients will be offered a Data Fiduciary agreement compliant with the DPDP Act, 2023.

13.2 Security & Compliance

Enterprise Clients may request security attestations, penetration test summaries, and sub-processor lists by contacting we@veril.ai. The Company commits to respond to security questionnaires within 15 business days.

13.3 SLA & Support

Enterprise Clients are entitled to Service Level Agreements with defined uptime commitments, incident response timelines, and dedicated support channels as specified in their Order Form.

13.4 Customisation & Professional Services

Enterprise Clients may procure customisation, integration, training, or professional services under a separate Statement of Work (SOW).

14. Contact Information