Terms & Conditions

END USER LICENSE AGREEMENT ("Agreement" / "EULA")

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. BY CLICKING “ACCEPT”, OR BY ACCESSING, ENABLING, DEPLOYING, DOWNLOADING, INSTALLING, OR USING THE PRODUCT (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.

This End User License Agreement (“Agreement” or “EULA”) is entered into by and between (a) LTM Limited, a company incorporated under the laws of India (“LTM”, “Vendor”, “we”, “us”, “our”), and (b) the entity or individual accepting this Agreement (“Customer”, “you”, “your”). This Agreement governs Customer’s access to and use of the Video Intelligence Agent (as defined below), including where access is provisioned through Google Cloud Marketplace and/or other Google Services.

IMPORTANT NOTICE REGARDING GOOGLE AND BILLING. GOOGLE IS NOT A PARTY TO THIS AGREEMENT. CUSTOMER’S COMMERCIAL RELATIONSHIP WITH GOOGLE (INCLUDING PRICING, BILLING, INVOICING, COLLECTIONS, TAXES, CREDITS, REFUNDS, AND ACCOUNT ADMINISTRATION) IS GOVERNED SOLELY BY CUSTOMER’S SEPARATE AGREEMENTS WITH GOOGLE. LTM SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR GOOGLE’S ACTS OR OMISSIONS, OR FOR ANY AMOUNTS CHARGED BY GOOGLE TO CUSTOMER.

1. DEFINITIONS 1.1 “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party. 1.2 “Customer Data” means all prompts, text, documents, PDFs, audio files, video files, inputs, content, files, metadata, instructions, configurations, and other information submitted by Customer or its Users to or through the Product. 1.3 “Documentation” means LTM’s user documentation, technical documentation, and usage instructions for the Product made available by LTM. 1.4 “Google Services” means Google Cloud Marketplace and any Google Cloud and related Google services, platforms, APIs, or infrastructure used to access, deploy, run, integrate with, or deliver the Product. 1.5 “Output” means any response, result, translation, summary, questions, timestamps, test cases, or other output generated by the Product from Customer Data. 1.6 “Product” means “Video Intelligence Agent”, a suite of AI-enabled tools/agents and related software/services made available by LTM, including without limitation tools/agents that: (a) process a PDF and prompt to generate questions; (b) process an audio file to generate a translation in a specified language; (c) process a video file to generate test cases that may be used to evaluate conformance with specified standards; and (d) process a video file to generate a summary and key timestamps; in each case together with any updates, patches, bug fixes, enhancements, and modifications. 1.7 “Term” means the period during which Customer accesses or uses the Product. 1.8 “User(s)” means Customer’s authorized employees and contractors who access or use the Product under Customer’s account.

2. SCOPE; ORDER CHANNEL; RELATIONSHIP TO GOOGLE 2.1 Scope. This Agreement governs Customer’s use of the Product. This Agreement does not govern Customer’s use of Google Services, which is governed solely by Customer’s separate agreement(s) with Google. 2.2 Google Not a Party. Google is not a party to this Agreement, and Google is not responsible for the Product or LTM’s performance under this Agreement. LTM is not responsible for Google Services or Google’s performance under Customer’s agreement(s) with Google. 2.3 Order Channel and Marketplace Testing. Customer acknowledges that Google may review, test, scan, or validate the Product and/or listing materials as part of Google Cloud Marketplace processes (including for quality assurance, security, compliance, or operational purposes). Such review or testing is conducted under Google’s policies and is outside LTM’s control. LTM shall not be liable for any delays, denials, listing decisions, publishing/discoverability issues, takedowns, outages, billing/channel issues, or other matters attributable to Google Services or the Order Channel, except to the extent directly caused solely by LTM’s proven gross negligence or wilful misconduct. 2.4 Billing Separation. Any fees charged by Google (including consumption charges, subscriptions, marketplace charges, taxes, credits, and refunds) are solely between Customer and Google. LTM shall have no obligation to provide refunds or credits for amounts charged by Google, and LTM shall not be liable for any dispute between Customer and Google.

3. LICENSE GRANT; ACCESS RIGHTS; RESERVATION OF RIGHTS 3.1 License Grant. Subject to Customer’s compliance with this Agreement, LTM grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Product during the Term solely for Customer’s internal business purposes and in accordance with the Documentation. 3.2 Users. Customer may permit Users to use the Product on Customer’s behalf, provided that Customer remains responsible for Users’ compliance with this Agreement and for all acts and omissions of Users. 3.3 Reservation of Rights. LTM and its licensors retain all right, title, and interest in and to the Product, including all intellectual property rights. No rights are granted to Customer except as expressly stated in this Agreement.

4. RESTRICTIONS; ACCEPTABLE USE; CUSTOMER COMPLIANCE 4.1 Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive source code, underlying ideas, algorithms, or models of the Product, except to the extent such restriction is prohibited by applicable law; (b) bypass, disable, or circumvent security or access controls; (c) use the Product to develop, train, improve, or provide a competing product or service; (d) perform penetration testing, vulnerability scanning, benchmarking, or other testing of the Product without LTM’s prior written consent (except as required by applicable law); (e) introduce malware, worms, Trojan horses, or other malicious code; or (f) use the Product in violation of applicable law or third-party rights. 4.2 High-Risk Use. The Product is not designed, intended, or warranted for safety-critical uses or for uses requiring fail-safe performance, including use in emergency response, critical infrastructure, medical diagnosis or treatment, or any activity where failure could lead to death, personal injury, or significant physical or environmental harm. Customer shall not use the Product or Outputs as a substitute for professional advice (including legal, regulatory, medical, safety, engineering, or financial advice). 4.3 Compliance. Customer shall use the Product only in compliance with applicable laws and regulations, including those relating to data protection, privacy, confidentiality, intellectual property, and export controls, as applicable.

5. CUSTOMER DATA; DATA RIGHTS; CUSTOMER RESPONSIBILITY; RETENTION; DELETION REQUESTS 5.1 Customer Responsibility. Customer is solely responsible for Customer Data, including its legality, accuracy, quality, integrity, and content, and for obtaining all rights, permissions, notices, and consents necessary to submit Customer Data to the Product and to permit the processing contemplated by this Agreement. Customer represents and warrants that it has a lawful basis and all necessary rights to provide Customer Data and to authorize LTM to process Customer Data as described herein. 5.2 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to LTM. 5.3 Limited Processing License. Customer grants LTM a limited, non-exclusive license to host, process, transmit, and use Customer Data solely as necessary to provide, maintain, secure, troubleshoot, support, and improve the Product (including performance optimization, abuse prevention, and service continuity), and to comply with applicable law. 5.4 Customer Data Risk Allocation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LTM DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (a) CUSTOMER DATA; (b) CUSTOMER’S DECISION TO INPUT ANY PERSONAL DATA, SENSITIVE DATA, REGULATED DATA, OR CONFIDENTIAL INFORMATION; AND (c) ANY CONSEQUENCES ARISING FROM CUSTOMER DATA OR CUSTOMER’S USE THEREOF. CUSTOMER SHALL NOT INPUT ANY DATA IT IS NOT AUTHORIZED TO DISCLOSE OR PROCESS. 5.5 Operational Storage. Customer acknowledges that the Product may retain limited copies of Customer Data and/or Outputs for limited periods consistent with market-standard operational practices, including for security, troubleshooting, support, audit logging, and service continuity. LTM does not commit to indefinite retention and may delete Customer Data and/or Outputs in accordance with its operational practices, subject to applicable law. 5.6 Deletion Requests. Customer may request deletion of Customer Data in accordance with applicable law and LTM’s then-current deletion process communicated via the Product, Documentation, or LTM support channels. Notwithstanding any deletion request, LTM may retain limited data to the extent required by applicable law, for security, fraud prevention, dispute resolution, enforcement of this Agreement, and maintenance of system integrity. 5.7 No Duty to Monitor. LTM has no obligation to monitor, screen, review, validate, or correct Customer Data.

6. OUTPUTS; NO ACCURACY; NO REVIEW; CUSTOMER VERIFICATION 6.1 Nature of Outputs. Customer acknowledges that Outputs are generated by automated, probabilistic AI systems and may be inaccurate, incomplete, misleading, non-current, or contain errors or omissions. 6.2 No Verification / No Human Review. Customer acknowledges and agrees that LTM does not review, verify, validate, certify, or warrant Outputs and cannot practically check all Outputs. 6.3 Customer Verification Obligation. Customer is solely responsible for independently reviewing, validating, testing, and verifying all Outputs before use, including for compliance with any standards, laws, regulations, contractual obligations, or internal policies. Customer assumes all risk for any reliance on Outputs. 6.4 No Advice. Outputs do not constitute professional advice of any kind and shall not be relied upon as such. Any use of Outputs for decision-making or compliance is at Customer’s sole discretion and risk. 6.5 No Control Over Use. Customer acknowledges LTM does not control how Customer uses Outputs and disclaims responsibility for Customer’s decisions, actions, omissions, or downstream use of Outputs and LTM shall have no responsibility for Customer’s use of any Output.

7. SUPPORT; CHANGES; SUSPENSION 7.1 Support. Unless expressly agreed in a separate signed writing, the Product is provided without any service level commitments, guaranteed support response times, or uptime commitments. 7.2 Changes. LTM may modify, update, suspend, or discontinue the Product (in whole or part) at any time. Where commercially reasonable, LTM may provide notice through the Product, Documentation, or the Order Channel; however, LTM does not guarantee notice in all circumstances. 7.3 Suspension. LTM may immediately suspend or restrict access to the Product if LTM reasonably determines that Customer’s use: (a) violates this Agreement; (b) violates applicable law; (c) poses a security risk; or (d) could subject LTM to liability or harm.

8. INTELLECTUAL PROPERTY 8.1 LTM IP. LTM retains all intellectual property rights in and to the Product, including all enhancements, updates, and derivative works thereof (to the extent created by LTM). 8.2 Customer IP. Customer retains all rights in and to Customer Data. 8.3 Outputs. Subject to this Agreement, Customer may use Outputs for Customer’s internal business purposes; however, Outputs are provided without warranties, are subject to Customer’s verification obligations, and do not transfer any rights in the Product or underlying technology.

9. CONFIDENTIALITY 9.1 Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. 9.2 Protection. Each party shall protect the other’s Confidential Information with reasonable care and shall not disclose it except to its employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. 9.3 Exclusions. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no breach; (b) is independently developed without use of Confidential Information; (c) is rightfully received from a third party without confidentiality obligation; or (d) is required to be disclosed by law, provided that the disclosing party is given notice where legally permitted.

10. DISCLAIMER OF WARRANTIES 10.1 AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCT AND OUTPUTS ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”. 10.2 No Warranties. LTM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INTERFERENCE. 10.3 No Guarantee. LTM DOES NOT WARRANT THAT THE PRODUCT OR OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET CUSTOMER’S REQUIREMENTS, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE.

11. LIMITATION OF LIABILITY 11.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LTM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCT, CUSTOMER DATA, OUTPUTS, OR GOOGLE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LTM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LEESER OF INR 1,00,000 (INR ONE LAKH ONLY) OR THE AMOUNTS PAID BY THE CUSTOMER TO LTM IN PRECEDING SIX (6) MONTHS OF CLAIM. 11.3 Sole Fault Gross Negligence / Wilful Misconduct Standard. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LTM SHALL HAVE LIABILITY ONLY FOR DIRECT DAMAGES THAT ARE THE DIRECT, SOLE, AND PROVEN RESULT OF LTM’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT. LTM SHALL HAVE NO LIABILITY FOR ORDINARY NEGLIGENCE. 11.4 Basis of Bargain. Customer acknowledges that the disclaimers and limitations in this Agreement reflect an agreed allocation of risk and are an essential basis of the bargain between the parties.

12. CUSTOMER INDEMNITY Customer shall defend, indemnify, and hold harmless LTM, its Affiliates, and each of their respective directors, officers, employees, and agents from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes or violates third-party rights or laws; (b) Customer’s or Users’ use of the Product, Outputs, or Google Services in violation of this Agreement, applicable law, or third-party rights; (c) Customer’s reliance on Outputs or failure to verify Outputs; or (d) any dispute between Customer and Google, including marketplace and billing disputes.

13. TERM; TERMINATION 13.1 Term. This Agreement remains in effect for so long as Customer accesses or uses the Product. 13.2 Termination / Suspension. LTM may suspend or terminate access as described in Section 7.3 or upon Customer’s material breach of this Agreement. 13.3 Effect of Termination. Upon termination, the license granted herein shall immediately cease and Customer shall promptly discontinue all use of the Product. Sections that by their nature are intended to survive shall survive, including without limitation Sections 5, 6, 8–13, 15, 16, and Exhibit A.

14. GOVERNING LAW; DISPUTE RESOLUTION 14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of India, without regard to conflict of laws principles. 14.2 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Mumbai, India. The language of arbitration shall be English. 14.3 Courts. Courts at Mumbai shall have exclusive jurisdiction for interim relief and for matters not subject to arbitration.

15. MISCELLANEOUS 15.1 Entire Agreement. This Agreement (including Exhibit A) constitutes the entire agreement between the parties regarding the Product and supersedes all prior or contemporaneous understandings, communications, and agreements, whether oral or written, relating to the Product. Any additional or different terms in a purchase order or similar document are rejected unless expressly agreed in a separate signed writing by LTM. 15.2 Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without LTM’s prior written consent. LTM may assign this Agreement to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets. 15.3 Severability. If any provision of this Agreement is held unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. 15.4 No Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. 15.5 Notices. Notices under this Agreement may be provided by LTM through the Product, Documentation, Order Channel, or to Customer’s contact information made available to LTM in connection with Customer’s access.

EXHIBIT A — AI USE DISCLAIMER

This Exhibit A is incorporated into and forms part of the Agreement.

A1. NO ACCURACY OR COMPLETENESS. Outputs are generated by automated AI systems and may contain errors, hallucinations, omissions, mistranslations, incorrect timestamps, nonconforming test cases, or other inaccuracies. LTM does not guarantee accuracy, completeness, timeliness, or fitness of Outputs for any purpose.

A2. NO HUMAN REVIEW; CUSTOMER MUST VERIFY. LTM does not review, validate, certify, or verify Outputs. Customer must independently verify all Outputs prior to use, including testing, compliance checks, and expert review as appropriate.

A3. NO PROFESSIONAL ADVICE. Outputs do not constitute legal, regulatory, medical, safety, engineering, accounting, financial, or other professional advice and must not be relied upon as such. Customer is solely responsible for obtaining appropriate professional advice where required.

A4. HIGH-IMPACT USE RESTRICTIONS. Customer must not use the Product or Outputs to make automated decisions that may materially impact individuals’ rights (including, by way of example, in employment, healthcare, finance, legal, housing, insurance, or social welfare) without meaningful human oversight and appropriate safeguards.

A5. PROHIBITED USES. Customer must not use the Product to generate or distribute content that is illegal, harmful, deceptive, infringing, privacy-violating, or otherwise prohibited, including content enabling fraud, scams, malware, phishing, harassment, hate, self-harm, sexual exploitation, or non-consensual imagery.

A6. CUSTOMER CONTROL OF ACTIONS. Customer is solely responsible for all use of Outputs and any downstream actions, decisions, communications, certifications, deliverables, or consequences arising from or relating to Outputs.

END OF AGREEMENT