Meera AI Inc.

Terms & Conditions

Version 1.0

Last Updated: May 26, 2026

Available at: https://www.meera.ai/terms/

These Terms & Conditions (“Agreement” or “Terms”) govern all Order Forms executed between Meera AI Inc. (“Meera”) and Customer. By executing an Order Form or accessing the Services, Customer agrees to be bound by this Agreement. Meera may update these Terms from time to time upon thirty (30) days’ prior written notice to Customer at the account email address on file; continued use of the Services after such notice period constitutes acceptance of the updated Terms. Customers who do not accept the updated Terms must notify Meera before the effective date of the update and terminate in accordance with Section 4 of these Terms.

1. Definitions.

1.1  In this Agreement, the Order Form and the schedules annexed hereto, the following terms shall have the respective meanings indicated below. Terms defined in the Order Form shall have that meaning prescribed to them as applicable to that Order Form only.

1.1.1  “A2P Fees” shall mean third party fees charged by phone carriers to Meera related to Application-to-Person (A2P) type messaging via standard 10-digit long code (10DLC) phone numbers.

1.1.2  “Agreement” means this agreement, all schedules, and any executed Order Form(s).

1.1.3  “Applicable Laws” means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government, regulatory or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

1.1.4  “Business Day” means any calendar day except for Saturday or Sunday or any statutory holiday observed in the State of New York.

1.1.5  “Business Hour” means the hours between 8:30 a.m. and 5:00 p.m. Pacific Standard Time on Business Days.

1.1.6  “Call Minute(s)” shall mean the number of minutes an inbound or outbound call is active starting from dial tone until hangup. Calls are recorded for a minimum of one (1) minute.

1.1.7  “Campaign” means a scheduled message cadence of Follow-ups.

1.1.8  “Carrier Fees” means surcharges that mobile carriers (e.g., Bell, AT&T, T-Mobile, etc.) apply to sent or received messages, varying by message type (i.e., SMS, MMS) and phone number type (i.e., a toll-free number or short code), including registration fees and taxes.

1.1.9  “Claim” means any action, cause of action, claim, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

1.1.10  “Concurrent Campaign Cap” means the maximum number of campaigns Customer may have active at any point in time during the Term without incurring additional fees.

1.1.11  “Confidential Information” means this Agreement, the Software, Customer Data and all other information which is known or reasonably understood to be confidential or proprietary (whether in oral, written or electronic form) including information regarding a Party's business operations, business opportunities, customers, customer or client lists, clients and suppliers and all information regarding the financial affairs of the Party, and information regarding the Party's Intellectual Property, and all personal information in connection therewith. Confidential Information does not include information that:

(a)  was known prior to receipt thereof under this Agreement, as evidenced by written records;

(b)  is disclosed without restriction and in good faith by a third party who is in lawful possession thereof and who has the right to make such disclosure;

(c)  becomes public knowledge, by publication or otherwise, through no fault or breach on the part of the receiving Party; or

(d)  is developed by the receiving Party independently of and without reference to the Confidential Information.

1.1.12  “Customer Data” means any data, files, documentation or other information that Customer or any one of its User enters into the Services or that is entered on its behalf in the course of utilizing the Services.

1.1.13  “Designated Contact Channels” means the contact methods designated by Customer for each individual in a List, which may include, but are not necessarily limited to, SMS, MMS, email, voice calls, and direct P2P messaging such as WhatsApp.

1.1.14  “Documentation” means Meera-supplied text, audio, video, graphics, and other information and data available by means of the Software or on Meera’s web site.

1.1.15  “Effective Date” means the date first written on the applicable Order Form.

1.1.16  “Follow-up” shall mean a single outreach attempt to a Lead/Contact Record in any campaign, whether by text, call, email or other contact method. Follow-ups in excess of the Included Follow-ups may incur additional charges.

1.1.17  “Governmental Authority” means any domestic, foreign or supranational government, whether federal, provincial, state, territorial or municipal, and any governmental agency, ministry, department, tribunal, commission, bureau, board or other instrumentality, including international institutions, exercising or purporting to exercise legislative, judicial, regulatory or administrative functions.

1.1.18  “Harmful Code” means any software, hardware, or other technology device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (i) permit unauthorized access to or use of, or destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (A) computer, software, firmware, hardware, system, or network, or (B) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (ii) limit or prevent access or use of the Software, Licensed Materials, Meera’s System, or other related systems.

1.1.19  “Industry Standard Safeguards” means those safeguards widely accepted by information security professionals as necessary to reasonably protect sensitive data during storage, processing, and transmission, consistent with the sensitivity of and widely recognized threats to such data, designed to protect the physical security of its network and infrastructure and telecommunications systems for transmission interception and damage. Examples of Industry Standard Safeguards include those practices described in ISO 27001/27002, OWASP Guide to Building Secure Web Applications, and the various Center for Internet Security Standards.

1.1.20  “Information Security Incident” means any unauthorized access to or misuse of any computer network or system, including a penetration of any network or computer resources that requires a party to address any security incident related to its principal business operations.

1.1.21  “Intellectual Property” means any and all patents, trademarks, copyrights, designs, ideas, discoveries, inventions, knowledge, know how, trade secrets, formulae, drawings, specifications, prototypes, models, applications, designs, processes, techniques and any other proprietary information including all rights to sue for past, present and future infringements thereof.

1.1.22  “Lead or Contact Record” means an instance of a dataset relating to an individual submitted to a Campaign. Uploading information related to the same person counts as a separate lead each time uploaded. Lead/Contact Records shall be counted on a per-campaign basis, i.e. a single user will count as a Lead for each Campaign that user is contacted through each time that user’s information is submitted to a Campaign.

1.1.23  “Licensed Materials” means collectively the Software (in object code format), the Meera System, and the Documentation.

1.1.24  “Meera System” means the computer server and/or network services that houses the Software, and all software, equipment, technology, and services necessary for Meera to provide the Services, including, but not limited to, any and all revisions, updates, fixes, upgrades, improvements, releases or changes to the foregoing.

1.1.25  “Limit” shall mean the maximum number of a certain metric (for example, Lead/Contact Records, calls or recorded minutes) accrued in the initial Term or any renewal Term.

1.1.26  “Loss” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of pursuing any insurance providers.

1.1.27  “Objectionable Content” means content that infringes any applicable laws, regulations or third-party rights, and content which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, inciting hatred, menacing, blasphemous, misleading, deceptive, or in breach of any person’s proprietary or Intellectual Property rights.

1.1.28  “Pass-Through Charges” means those variable carrier fees, voice minutes, taxes, A2P, international segment/minute charges, WhatsApp fees, and Campaign Fees, as applicable.

1.1.29  “Segment” shall mean a 160-character text block.

1.1.30  “Software” means Meera’s proprietary conversational platform known as Meera.ai, powered by machine learning and natural language processing and any resulting functionality from the Optional Services, if applicable.

1.1.31  “User” means one of Customer’s employees, representatives, consultants, contractors or agents and other persons expressly permitted by Customer in connection with Customer’s business affairs who are authorized to use the Service and have been supplied User identifications and passwords by Customer (or by Meera at Customer’s request).

2. Services.

The “Services” shall include the services specified in an executed Order Form. Subject to the terms and conditions contained in this Agreement, Meera shall provide the Services to Customer in a professional, commercially diligent manner, in accordance with generally accepted industry standards and the policies and procedures in relation to the Service, which are established by Meera from time to time. The Services may include the following, as designated on the applicable Order Form:

2.1  Subscription Services

2.1.1  Access to the Software

2.2  Initial Campaign Build

2.2.1  Campaign Development and Strategy – Meera will consult with Customer and develop overall strategy for Customer’s call back Campaign(s).

2.2.2  Campaign Goals and Key Performance Indicators – Meera will consult with Customer to define goals and key performance indicators (“KPI”).

2.2.3  Technical Integration – using application programming interfaces (each, an “API”) or other processes available to Meera, Meera will work with Customer to develop a database and/or list of names of individuals whom Customer markets goods and services to (“List”).

2.2.4  Designated Contact Channels – Customer will designate the permissible methods of contact for each individual provided within a List, which may include SMS, MMS, email, voice calls, and direct P2P messaging through applications such as WhatsApp.

2.2.5  Script Development – Meera will work with Customer to develop the scripts to send to customers and potential customers via the Designated Contact Channels.

2.2.6  Call Transfers – Meera will convert List to inbound calls to the specified phone number supplied by the Customer during its days and times of operation.

2.2.7  KPI Reporting & Analysis - Meera will provide real-time reporting of campaign performance to Customer.

2.3  Initial Campaign Build

2.3.1  Brand registration

2.3.2  Campaign registration

2.3.3  Script development

2.3.4  Campaign set up

2.3.5  Initial API Integration Support - Meera offers phone and email support during normal Business Hours to assist Customer in setting up access to the Services through Meera’s APIs. Meera offers support only and makes no guarantee that API integration by Customer will be successful.

3. Payment

3.1  Customer shall remit to Meera all fees specified in the Order Form. Except with respect to the Subscription, Support, and Initial Campaign Build & API Integration fees, which are due at the commencement of each Subscription Term, all amounts owed are invoiced on a monthly basis and due within seven (7) business days of receipt of invoice.

3.2  Except as set forth in this Agreement, all payments made hereunder are irrevocable, non-refundable, and non-creditable.

4. Term; Termination

Unless otherwise agreed to in writing by both Parties, Order Forms shall commence as of the Order Form Effective Date, are for the entire Term, and are non-cancellable by Customer. Either Party may terminate an Order Form, effective as of the end of the then-current Term, on no less than sixty (60) days’ prior written notice to the other Party. If not terminated pursuant to the terms of this Agreement, Order Forms shall automatically renew at their expiration for equal-length Terms.

5. Use of Services

5.1  License Grant by Meera

Meera hereby grants to Customer a non-exclusive, non-transferable, revocable right, to access and use the Licensed Materials, during the Term via the Internet solely for Customer’s business purposes in accordance with the terms set out in this Agreement. Customer is licensed during the Term to store, print, and display the Documentation and to permit Users to access it only in connection with use of the Software and Meera System. No other use of Documentation is permitted. Customer will maintain and will require its Users to maintain the Documentation as Confidential Information of Meera. Any rights not granted herein are strictly reserved by Meera.

5.2  Artificial Intelligence Services

Meera.ai is powered by machine learning and natural language processing (“Generative Content”) to generate interactions with consumer, including using text-to-speech technology that is delivered conversationally via phone calls. Customer agrees and acknowledges that:

(a)Generative Content may contain errors, inaccuracies, content based on non-existent sources, or may be contradictory or entirely invented (“hallucinations”);

(b)Customer is solely responsible for reviewing, verifying, and validating any input into and output from the Services before use, especially for any use affecting compliance with Applicable Laws;

(c)Customer is solely responsible for establishing rules and output controls within Meera.ai for Generative Content (for example, scripting specific areas when prompted on sensitive areas) and to utilize Meera.ai to fully test and review Generative Content based on Customer’s input and control settings;

(d)Meera may provide Generative Content utilizing third-party artificial intelligence providers without comprehensive investigation of their capabilities or limitations;

(e)Generative Content may be substantially modified, suspended, or withdrawn at any time; and

(f)Liability for Customer's use of Generative Content for strict compliance with Applicable Laws or any business purposes rests entirely with Customer, Meera disclaims all liability for any decisions made or actions taken based on Generative Content.

As between the parties, Customer will retain and own all right, title, and interest in and to (i) any and all data, information, and other material uploaded or delivered by or on behalf of Customer, if any, in connected with the Licensed Materials, and all derivations and compilations of such data, information, and other material, and (ii) any and all data, information, and other material generated from, or in connection with, Customer’s use of the Licensed Materials, if any (collectively, “Customer Data”); provided, however, that Customer Data shall not include Analytics, trained models, model weights, or other improvements to the Licensed Materials resulting from Meera’s use of Customer Data in accordance with this Agreement.

Meera may (A) compile statistical and other information related to the performance, operation, and use of the Licensed Materials, and (B) use Customer Data from the Licensed Materials in aggregated and de-identified form for security and operations management, to create statistical analyses, or for research and development purposes to improve the Licensed Materials (clauses A and B are collectively referred to as “Analytics”). For purposes of this Agreement, Analytics may include, but is not necessarily limited to, output from the Licensed Materials in response to inputs or prompts provided by Customer (the “Feedback”), including patterns, insights, embeddings, or other learnings derived from such inputs and outputs, provided that Analytics do not identify Customer or reveal Customer Data in identifiable form. Without limiting the generality of the foregoing, Meera may use Analytics and Feedback for the purpose of artificial intelligence, machine learning, augmented human intelligence development, or algorithm improvement; provided, however, that Meera shall use good faith commercially reasonable efforts to comply with Industry Standard Safeguards and to encrypt Customer Data contained in Analytics and Feedback, if any, at rest, in transit, and backups, maintain the confidentiality, integrity, and resiliency of such data, and shall not intentionally use Analytics or Feedback to reproduce Customer Data in substantially similar or identifiable form.

5.3  Passwords and Access

Meera shall provide login credentials up to the Active User Limit. Meera will issue to Customer, or shall authorize a Customer administrator to issue, a password for each authorized User. Customer and its Users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. Customer is entirely responsible for any and all activities that occur under Customer's account. Customer agrees to immediately notify Meera of any unauthorized use of the Customer's account (including each password of each User accessing the Software by means of Customer's account) or any Information Security Incident known to or reasonably suspected by Customer. Customer represents and warrants that it will maintain Industry Standard Safeguards during the Term. Meera shall have no liability for any Losses arising from Customer's failure to comply in all respects with these requirements. Meera will maintain Customer passwords as Confidential Information and will not disclose them to third parties.

6. Financial Terms

6.1  Taxes

Customer shall pay any and all taxes, however designated or incurred, which are paid or payable as a result of or otherwise in connection with the transactions contemplated in this Agreement including, without limitation, federal, provincial and local, excise, sales, use, goods and services, harmonized, value added and any taxes or other amounts in lieu thereof.

6.2  Interest on Late Payments

Where Customer fails to pay any amount due, Meera shall have the right, in addition to any other rights or remedies under contract, at law, or in equity, to charge, and Customer shall pay, all costs of collection, including, without limitation, attorney and collection agency fees, plus interest on such overdue amounts at the rate of twelve percent (12%) per annum or the maximum rate allowable by law, whichever is less, compounded daily, plus all expenses of collection.

7. Customer's Obligations

7.1  Grant by Customer

Customer hereby grants to Meera a royalty-free, non-exclusive, non-transferable right and license, during and after the Term, to use, copy, store, index, publish, distribute, and display the Customer Data solely as incorporated into or reflected in Analytics and Feedback (as those terms are defined below) for the purpose of enabling Meera to perform the Services, to improve the Licensed Materials, and to exercise its rights and obligations under this Agreement, including using Customer Data that does not contain personally identifiable information and feedback to enhance, better, train and critique certain elements of the Services for all users across the platform.

7.2  Customer Responsibilities

In addition to its other obligations contained in this Agreement, Customer shall:

(a)  solely be responsible for procuring, installing, operating, supporting and maintaining Customer's systems, including computer hardware and software, including browsers, necessary for Customer to access the Licensed Materials;

(b)  solely be responsible for procuring and maintaining communication services, including high speed Internet connections between Customer's systems and the Meera System at the demarcation point from Meera’s firewall to the open internet;

(c)  solely be responsible for the accuracy, completeness and adequacy of all Customer Data; for the management, manipulation and processing of Customer Data; and the back up and maintenance of all Customer Data;

(d)  use the Licensed Materials, by itself and its Users, in accordance with the terms of this Agreement only; and

(e)  comply in all respects, at all times, with all Applicable Laws, including without limitation all applicable privacy laws and personal information protection laws and with Meera’s conduct and security policies in respect of the use of the Licensed Materials.

7.3  Prohibited Activities

Customer shall not and shall not permit any Users to:

(a)  use the Licensed Materials for improper or unlawful purposes;

(b)  use the Licensed Material for the benefit of a third party;

(c)  re-license or sublicense, lease, loan, encumber, or otherwise distribute the Licensed Materials to any third party;

(d)  reverse engineer, decompile, disassemble or translate any software used by Meera to deliver the Services, including the Software, or otherwise attempt to view, display or print such software, including the source code of the Software;

(e)  include, or allow others to include, any Objectionable Content or introduce Harmful Code to the Meera System and shall institute such security procedures and Industry Standard Safeguards as Meera deems necessary to prevent the posting, uploading or inclusion of any Objectionable Content or Harmful Code to the Meera System.

(f)  intercept or attempt to intercept any messages transmitted to and from the Meera System that are not intended for Customer or any of its Users;

(g)  take any action that imposes an unreasonable or disproportionately large load on the Meera System; or

(h)  remove any proprietary rights notice on the Licensed Materials or any copies thereof.

7.4  Customer Data

Customer acknowledges and agrees that Meera:

(a)  will not be responsible for the accuracy, completeness or adequacy of any Customer Data or the results, including Generative Content, generated from any Customer Data uploaded to the Meera System and processed by the Software;

(b)  has no control over any Customer Data or the results therefrom;

(c)  does not purport to monitor Customer Data; and

(d)  shall not be responsible to back up or maintain any backup of the Customer Data or portion thereof.

7.5  Objectionable Content and Harmful Code

If Meera, in its sole and absolute discretion, determines that any Customer Data or any other information or files uploaded by Customer, any of its Users or users of the Software on the Customer’s webpages, contains or includes Objectionable Content or Harmful Code, Meera may remove such Customer Data, information or file from the Meera System and take such other action as Meera deems necessary to protect the integrity and operation of the Services and/or the Meera System. Any costs associated with such removal may be charged by Meera to Customer. Meera shall notify Customer of its actions under this Section 7.5 as soon as reasonably possible.

7.6  Telemarketing Compliance.

Customer acknowledges that Meera is providing a platform to permit Customer to engage in outbound calls and texts to consumers. Customer maintains control over the methods and means of the outbound calls, and Customer acknowledges that it is the maker and initiator of such outbound communications. Customer maintains sole responsibility for obtaining any valid legal consent that may be required prior to messaging any existing customer, prospect, or other contact via the Services, including consent specific to each Designated Contact Channel.

Customer acknowledges that outbound telecommunications to phone numbers listed on state or federal do-not-call registries may be subject to restrictions, and Customer represents and warrants that it has either (i) scrubbed all Lead/Contact Record against applicable do-not-call registries, or (ii) possesses a valid exemption to permit telecommunications to any number listed on an applicable do-not-call registry. If the Services purchased by Customer include cross-referencing Lead/Contact Record, scrubbing Lead/Contact Record, known litigator lists, DNC lists or otherwise checking for legal compliance, those Services are provided as-is with no guarantee as to the effectiveness of such. Customer shall further ensure that any scrub or exemption remains valid at all times that a Lead may be included in a Campaign. Any use of the Software by Customer, shall be at its own discretion and deemed under its sole control.

Customer shall further comply with, and ensure that its intended use of the Services will comply with, all Applicable Laws in using the Services. These include, but are not limited to, all applicable recordkeeping requirements and record retention requirements, including but not limited to those requirements contained in the Telephone Consumer Protection Act of 1991, 47 U.S.C. § 227, as amended, and the Telemarketing Sales Rule, 16 C.F.R. Part 310 et seq. Customer acknowledges and agrees that any such records shall not be maintained by Meera, and that Meera may delete any such records in its sole discretion and in accordance with its record retention policies and Applicable Laws.

Each party represents and warrants that it will promptly record and communicate any internal do-not-call request, or other consumer request not to be contacted. Neither party will contact individuals who have requested not to be contacted further.

7.7  Email Compliance.

Customer represents and warrants that, in addition to all Applicable Laws, Customer shall only provide email addresses utilizing opt-in email data to which Customer has direct access, meaning Customer owns or has been granted custody of email data and has prompt access to all opt-in records and unsubscribe requests for all managed email addresses. Customer shall provide to Meera the name, date, time and IP address where the consumer signed-up or gave permission with respect to such email contact within five (5) business days of Meera’s written request. Customer must maintain an operative privacy policy through which the opt-in was obtained, which privacy policy shall permit Meera’s delivery of email to the consumer as contemplated hereunder.

8. Meera System

8.1  Security

Meera will maintain the Software at a reputable third-party Internet service provider (“ISP”) and hosting facility, where they are subject to commercially reasonable security precautions in accordance with generally accepted Industry Standard Safeguards to prevent unauthorized access to the Software. Customer acknowledges that, notwithstanding such security precautions, use of or connection beyond the demarcation point to the open Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Software and Customer Data. Accordingly, Meera cannot and does not guarantee the privacy, security or authenticity of any information so transmitted beyond the demarcation point over the open Internet and Customer disclaims any reliance on such.

8.2  Maintenance

From time to time, it may be necessary for Meera to perform maintenance on the Meera System. Such maintenance may include, but is not limited to, routine maintenance to ensure the continued provision of the Services through the continued operation of the Meera System or upgrading, updating or enhancing the Meera System. Meera will use commercially reasonable efforts to perform such maintenance at such times to minimize the impact of any downtime of the Meera System to Customer. Meera shall use commercially reasonable efforts to notify Customer in writing in advance of any scheduled maintenance of the scheduled maintenance time and the anticipated duration of such maintenance.

8.3  Call Recording

Meera may, but is under no obligation to, record calls to provide the Services, as well as for quality control, compliance and training purposes (including training of software programs).

9. Suspension and Termination

9.1  Suspension of Services

In the event that Customer does not pay any amounts due hereunder, Meera may immediately suspend Customer’s and each of its Users’ right to receive the Services and access and use of the Software.

9.2  Mantra’s Right to Terminate

Meera may terminate this Agreement and the rights granted hereunder without prejudice to enforcement of any contractual, legal, or equitable right or remedy by Meera, immediately upon giving written notice of such termination if Customer:

(a)  fails to pay in full any sum owing by it under this Agreement by the due date thereof for which Meera retains the right to suspend Customer’s access to the Licensed Materials or terminate Customer’s Subscription for cause, in its sole and absolute discretion, until Customer cures such breach;

(b)  breaches any material provision of this Agreement and such breach continues for a period of 20 Business Days after delivery of a written notice by Meera requiring Customer to cure such breach; or

(c)  becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings related to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

9.3  Effect of Termination

Upon the termination of this Agreement:

(a)  Customer shall download any and all Customer Data contained on the Meera System and store such Customer Data on Customer's systems;

(b)   Meera will terminate Customer and its Users’ access to the Licensed Materials and the Services;

(c)  Meera will, at Customer's written request, but not earlier than 10 Business Days after the termination or expiration of this Agreement, destroy any copies of the Customer Data contained in the Meera System; provided, however, that Meera may maintain archival copies of such Customer Data as permitted by this Agreement and to comply with Applicable Laws in the ordinary course of its business operations;

(d)  Customer shall pay to Meera the full amount of all amounts due hereunder as of the effective date of termination or expiration of this Agreement, if any, whether already invoiced or not (including any amounts due as late payment charges), and any other monies owing to Meera hereunder; and

(e)  each Party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other Party's Confidential Information except as otherwise permitted by this Agreement. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving Party in any form or for any reason except as otherwise permitted by this Agreement.

Customer acknowledges and agrees if Customer fails to download the Customer Data from the Meera System in a timely manner, it may not have access to such information or such information may be destroyed by Meera in accordance with its standard data retention and destruction practices. It is Customer's responsibility to download and obtain all Customer Data prior to the expiration or termination of this Agreement. Meera shall have no responsibility, or any liability to Customer, for maintaining or providing to Customer the Customer Data or any portion thereof after the termination or expiration of this Agreement. Customer shall download the Customer Data in its discretion in accordance with its standard data retention and destruction practices.

9.4  Survival of Covenants

Notwithstanding the termination or expiration of this Agreement for any reason, the covenants and obligations set forth in Sections 5.2, 7.1, 7.3, 7.4, 8, and 9–13 shall survive such termination or expiration.

10. Ownership

10.1  Meera’s Ownership

Customer acknowledges and agrees that Meera and its suppliers retain all right, title and interest (including all Intellectual Property rights) in and to the Meera System, the Software, and the Documentation. Customer does not acquire any rights, title or ownership interests of any kind whatsoever, express or implied, in any of the foregoing other than the licenses granted herein.

10.2  Customer’s Ownership

Meera acknowledges and agrees that the Customer Data shall be the exclusive property of Customer. Meera does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Customer Data, other than the license granted herein.

11. Confidentiality Obligation

Each Party acknowledges that all Confidential Information consists of confidential and proprietary information of the disclosing Party. Each Party shall, and shall cause its employees, agents and contractors to hold Confidential Information of the other Party in confidence, and shall use the same degree of care by instruction, agreement or otherwise, to maintain the confidentiality of the other Party’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but with at least a reasonable degree of care commensurate with the nature and importance of such Confidential Information. Each Party agrees not to make use of Confidential Information other than for the exercise of rights or the performance of obligations under this Agreement, and not to release, disclose, communicate it or make it available to any third person other than employees, agents and contractors of the Party who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this Agreement.

11.1  Request to Disclose

In the event that any Party receives a request to disclose all or any part of the Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a Governmental Authority, such Party agrees to:

(a)  immediately notify the other Party of the existence, terms and circumstances surrounding such a request;

(b)  consult with the other Party on the advisability of taking legally available steps to resist or narrow such request; and

(c)  ifdisclosureofsuchConfidentialInformation is required, exercise its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed Confidential Information which the other Party so designates.

11.2  Equitable Relief

Each Party acknowledges and agrees that any unauthorized use or disclosure by it of any of the other Party's Confidential Information, in whole or part, may cause irreparable damage to the disclosing Party, that monetary damages would be an inadequate remedy and that the amount of such damages would be extremely difficult to measure. The receiving Party agrees that the disclosing Party shall be entitled to seek temporary or permanent equitable relief, including specific performance or injunctive relief, without the requirement of posting a bond or similar security, to restrain the receiving Party from any unauthorized disclosure or use. Nothing in this Agreement shall be construed as preventing the disclosing Party from pursuing any and all remedies available to it under contract, at law, or in equity for a breach or threatened breach of a covenant made in this Agreement, including the recovery of monetary damages from the receiving Party.

12. Representations, Warranties and Disclaimers

12.1  Mutual Representations and Warranties

Each Party represents and warrants to the other that:

(a)  it is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and it has full power and authority to enter into this Agreement and to perform each and every covenant and agreement herein contained;

(b)  this Agreement has been duly authorized, executed and delivered by it and constitutes a valid, binding and legally enforceable agreement of it;

(c)  the execution and delivery of this Agreement, and the performance of the covenants and agreements herein contained, are not, in any manner or to any extent, limited or restricted by, and are not in conflict with, any commercial arrangements, obligations, contract, agreement or instrument to which it is either bound or subject; and

(d)  the execution and delivery of this Agreement and the performance of its covenants and agreements herein contained shall comply in all respects with all laws and regulations to which it or its business is subject.

12.2  Disclaimer

Except as otherwise expressly stated in this Agreement, Meera provides no express or implied warranties or conditions in relation to the Service, the Meera System, or Documentation, including implied warranties or conditions of merchantable quality, fitness for a particular purpose, or non-infringement, or that the Services, the Meera System, or Documentation will meet Customer’s needs or will be available for use at any particular time or will be error free. Under no circumstances will Meera be liable for the results of Customer use or misuse of the Services.

Certain portions of the Services, by their nature, may rely on third parties for their successful provision; the operation of which is outside of the control of Meera. Therefore, Meera makes no representations or warranties, express, implied, or by estoppel, regarding the availability, quality, or performance of any third-party services, products, or content that may be used or integrated with the Services nor for any Services that become unavailable, either in whole or part, due to the unavailability of third-party services. Meera shall not be liable for any issues, disruptions, delays, inaccuracies, or damages resulting from the use of third-party services, including, but not limited to, external APIs, platforms, networks, or other third-party software. Customer acknowledges and agrees that any reliance on third-party services is at their own risk, and Meera shall not be liable for any direct, indirect, incidental, exemplary, punitive, or consequential damages arising from the use of such third-party services.

13. Indemnities

13.1  Meera Indemnity

Meera agrees to defend, indemnify and hold Customer, its officers, directors, employees, successors and assigns harmless from and against any Losses incurred by Customer resulting from any Claim asserted by a third-party due to or arising out of Meera’s:

13.1.1  infringement of any intellectual property rights of such third party.

13.2  Customer Indemnity

Customer agrees to defend, indemnify and hold Meera, its officers, directors, employees, successors and assigns harmless from any Losses incurred by Meera resulting from any Claim asserted by a third party due to or arising out of Customer’s:

13.2.1  use of the Licensed Materials and/or Services by Customer or its Users other than in accordance with this Agreement;

13.2.2  breach of this Agreement;

13.2.3  use of the Services (including Generative Content) that violates Applicable Laws; and

13.2.4  unauthorized modification of the Licensed Materials, including any Claim asserted by any third party for Intellectual Property infringement arising therefrom.

14. Limitation of Liability

Except for each party’s indemnification obligations, the aggregate liability of either party for Losses that result from Claims asserted against the other Party relating to this Agreement, will not exceed the amount paid or payable by Customer to Meera under the Order Form in which the events that gave rise to the Claim arose. Further, in no event shall either party be liable for any indirect, incidental, punitive, special, exemplary, or consequential damages for loss of profits, diminution in value, loss of data or other intangible property, even if such party has been advised of the possibility of such damages or such Losses were otherwise foreseeable and notwithstanding the failure of any essential purpose.

15. Miscellaneous

15.1  Force Majeure

Except for any obligation to make payments, any delay or failure of either Party to perform its obligations under this Agreement shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, action by any Governmental Authority, fires, flood, wind storms, explosions, riots, natural disasters, wars, terrorist acts, sabotage, labor problems (including lock-outs, strikes and slowdowns, except for any labor problems of the Party claiming a force majeure event), the inability to access the Mantra System or Software or its slow operation attributable to the fault of the ISP, or court order or injunction; provided that written notice of delay (including anticipated duration of the delay) shall be given by the affected Party to the other Party within 5 Business Days of the affected Party first becoming aware of such event. In the event that the force majeure event lasts for 30 Business Days or longer, either Party shall have the option to terminate this Agreement upon written notice to the other without liability.

15.2  Notice

All notices to a Party shall be in writing and sent to the address designated in writing by the receiving Party in the applicable Order Form:

Any such notices shall be deemed to have been duly given when received: i) if personally delivered, when so delivered; ii) if transmitted by email when receipt is electronically confirmed; iii) if sent for next day delivery by recognized overnight delivery service, the day after it is sent; and if sent by certified or registered mail, upon receipt.

15.3  Modifications

Meera may update, amend, or revise the terms of this Agreement upon thirty (30) days’ prior written notice to Customer. Customer’s continued use of the Services after such notice period constitutes acceptance of the updated Terms.

15.4  Further Assurances

Each Party shall take such action (including, but not limited to, the execution, acknowledgment and delivery of documents) as may reasonably be requested by the other Party for the implementation or continuing performance of this Agreement.

15.5  Relationship

The Parties are independent contractors and no other relationship is intended. Nothing herein shall be deemed to constitute either Party as an agent, representative or employee of the other Party, or both Parties as joint venturers or partners for any purpose. Neither Party shall act in a manner that expresses or implies a relationship other than that of independent contractor. Each Party shall act solely as an independent contractor and shall not be responsible for the acts or omissions of the other Party. Neither Party will have the authority or right to represent nor obligate the other Party in any way except as expressly authorized by this Agreement.

15.6  Waiver

The waiver by either Party of a breach or default of any provision of this Agreement by the other Party shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same or of any other provision. Nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege by such Party constitute a waiver.

15.7  Inurement

This Agreement shall ensure to the benefit of and be binding upon each of the Parties hereto and their permitted successors and assigns.

15.8  No Assignment

Neither this Agreement nor any rights or obligations hereunder shall be assignable by a Party without the prior written consent of the other Party.

15.9  Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Party by PDF e-mail and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party as of the date of receipt thereof by the receiving Party or such other date as may be specified by the sending Party as part of such transmission.

15.10  Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws in force in the State of New York (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). For any dispute not subject to arbitration under this Section 15.10, the Parties consent to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York. Each Party hereby expressly waives any defense of forum non conveniens.

15.11  MANDATORY BINDING ARBITRATION

EXCEPT AS PROVIDED IN SECTION 15.14 BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF (INCLUDING THE DETERMINATION OF THE SCOPE OF APPLICABILITY OF THIS AGREEMENT TO ARBITRATE) SHALL BE DETERMINED BY FINAL AND BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR IN NEW YORK COUNTY, NEW YORK, ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (OR STREAMLINED ARBITRATION RULES AND PROCEDURES FOR DISPUTES INVOLVING CLAIMS BELOW THE APPLICABLE JAMS THRESHOLD). THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING AND JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

15.12  JURY TRIAL WAIVER

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.13  CLASS ACTION WAIVER

THE PARTIES AGREE THAT ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. NEITHER PARTY SHALL BRING, JOIN, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THIS WAIVER APLIES TO ALL CLAIMS ARISING UNDER THIS AGREEMENT, INCLUDING CLAIMS ARISING UNDER FEDERAL OR STATE STATUTE. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

15.14  EXCEPTIONS TO ARBITRATION

Notwithstanding the foregoing, either Party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain imminent or irreparable harm, including to protect Confidential Information or Intellectual Property, pending the resolution of a dispute pursuant to arbitration. Such application for emergency relief shall not be deemed a waiver of this arbitration agreement.

15.15  Severability

In the event that any one or more of the provisions of this agreement are invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.

15.16  Entire Agreement

This Agreement, including the Data Processing Addendum executed between the Parties which is hereby incorporated by reference (if any), contains the entire agreement of the Parties and supersedes any and all previous agreements with respect to the subject matter hereof, whether orally or in writing. This agreement supersedes any terms printed on Customer's purchase order or other forms. The parties expressly agree that this Agreement and any Order Form executed pursuant hereto constitute an enforceable agreement according to their terms, and that this Agreement (and its enforceability) are intended to be governed by, and are fully enforceable under, the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., the Uniform Electronic Transactions Act (UETA), and the New York Electronic Signatures and Records Act, N.Y. State Tech. Law §§ 301-309. Each party consents to transact business and enter into this Agreement electronically and waives any objection to the validity or enforceability of this Agreement that is accepted electronically. This Agreement governs any Order Form between Meera and Customer.