TOLA Business Services Agreement

1. Introduction and Acceptance

Welcome to TOLA, a comprehensive business management platform developed and operated by Vyaap Technologies ("we," "us," "our," or "Company"). This Business Services Agreement ("Agreement") constitutes a legally binding contract between Vyaap Technologies and you ("Merchant," "Business," "you," or "your"), the business entity or individual registering to use TOLA's platform and services.

By creating an account, accessing the platform, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy. If you do not agree to these terms, you must not use the TOLA platform.

2. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

• "Platform" or "Services" means the TOLA software-as-a-service platform, including all features, functionality, mobile applications, and related services.
• "Merchant" or "Business" means you, the business entity or individual using TOLA to manage your business operations.
• "Customer" means your customers who interact with your business through the TOLA platform.
• "Subscription" means the paid plan you select to access the Services.
• "Content" means all data, information, text, graphics, images, and other materials uploaded to or generated through the Platform.
• "Payment Gateway" means third-party payment processors (such as Razorpay) integrated with the Platform.

3. Description of Services

TOLA provides a cloud-based business management platform designed to help businesses manage their operations, including but not limited to:

• Customer relationship management (CRM)
• Scheme management (gold savings schemes, installment plans, recurring payment plans)
• Payment processing and collection through third-party payment gateways
• Product and inventory management
• Invoice generation and billing with customizable templates
• Business analytics, reporting, and dashboards
• Customer communications (WhatsApp Business API, notifications, emails)
• Mobile and web access for merchants and customers
• Document management and digital storage

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, provided that we will make reasonable efforts to notify you of material changes that significantly impact your use of the Services.

4. Account Registration and Eligibility

4.1 Eligibility Requirements

To register for and use TOLA, you must:

• Be at least 18 years of age and legally capable of entering into binding contracts under applicable law
• Represent a legitimate business entity or operate as a registered sole proprietor
• Have the legal authority to bind your business organization to this Agreement
• Provide accurate, complete, and current information during registration and throughout your use of the Services
• Comply with all applicable laws, regulations, and industry standards in your jurisdiction
• Not be located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country

4.2 Account Responsibility and Security

You are solely responsible for:

• Maintaining the confidentiality and security of your account credentials (username and password)
• All activities that occur under your account, whether authorized by you or not
• Ensuring your account information, business details, and contact information remain accurate and up to date
• Notifying us immediately of any unauthorized use, security breach, or suspected compromise of your account
• Ensuring that all users you authorize to access your account comply with this Agreement
• Implementing appropriate security measures to protect access to your account

4.3 Account Verification

We reserve the right to verify your identity, business credentials, and information at any time. You agree to provide any requested documentation or information promptly to complete the verification process, including but not limited to business registration documents, tax identification, identity proof, and address verification. Failure to provide such information within a reasonable timeframe may result in suspension or termination of your account.

5. Subscription Plans, Fees, and Payments

5.1 Subscription Tiers and Features

TOLA offers various subscription plans with different features, usage limits, storage capacity, and pricing. Your access to specific features and functionality depends on your chosen subscription plan. Detailed plan information, including feature comparisons and pricing, is available on our website and in your account dashboard.

5.2 Payment Terms and Authorization

By subscribing to TOLA, you agree to:

• Pay all subscription fees as specified in your chosen plan at the then-current rates
• Provide valid, current payment information (credit card, debit card, or other accepted payment method)
• Keep your payment information accurate, complete, and up to date at all times
• Authorize automatic recurring billing for your subscription period (monthly, quarterly, or annually as selected)
• Pay all applicable taxes, including but not limited to GST, VAT, sales tax, or other indirect taxes
• Pay any additional fees for usage that exceeds your plan limits (if applicable)

5.3 Billing Cycle and Auto-Renewal

Subscription fees are billed in advance on a recurring basis according to your selected billing cycle. Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date through your account settings. You will be charged at the then-current rates, which may differ from the rates in effect at the time of your initial subscription.

5.4 Refund Policy

All subscription fees are non-refundable except as required by applicable law or as explicitly stated herein. No refunds will be provided for partial billing periods, unused features, or early termination of your subscription. If you cancel your subscription, you will continue to have access to the Services until the end of your current billing period.

5.5 Fee Changes

We reserve the right to change our subscription fees at any time. We will provide you with at least thirty (30) days' advance notice of any fee increases by email or through the Platform. If you do not agree to the fee increase, you may cancel your subscription before the increase takes effect, and you will be charged at your current rate through the end of your then-current billing period.

5.6 Late Payments and Suspension

If your payment fails, is declined, or is not received when due, we may: (a) suspend your access to the Platform until payment is received; (b) charge you interest on past-due amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower; and (c) charge you reasonable collection costs and expenses, including attorneys' fees. Continued failure to pay may result in termination of your account and deletion of your data in accordance with Section 14.

6. Payment Gateway Integration and Customer Payments

6.1 Third-Party Payment Processing

TOLA facilitates the collection of payments from your customers through integration with third-party payment gateway providers, including but not limited to Razorpay. By using these payment features, you acknowledge and agree that:

• You must maintain your own active merchant account with the payment gateway provider (e.g., Razorpay)
• You are subject to and must comply with all terms, conditions, and policies of the payment gateway provider
• You are responsible for ensuring your payment gateway account remains in good standing
• TOLA is not a party to transactions between you and your customers
• TOLA is not a payment processor, payment facilitator, or money transmitter
• The payment gateway provider, not TOLA, is responsible for processing and settling payments

6.2 Direct Payment to Your Account

You acknowledge and agree that:

• Customer payments go directly to YOUR payment gateway merchant account (not to TOLA)
• TOLA never has custody, control, or possession of customer funds
• You are solely responsible for managing, reconciling, and accounting for all customer payments received
• You are responsible for compliance with all financial regulations, tax laws, and reporting requirements
• Settlement timing, fees, and terms are determined by your payment gateway provider, not TOLA
• TOLA provides transaction data and records solely for your informational and record-keeping purposes

6.3 Storage of Payment Gateway Credentials

To enable seamless payment integration and processing functionality, you authorize TOLA to securely store your payment gateway credentials, including:

• Payment gateway API keys (public and private/secret keys)
• API secrets and authentication tokens
• Webhook secrets and signing keys
• Merchant account identifiers
• Other payment gateway configuration details necessary for integration

6.4 Your Responsibilities for Payment Gateway Credentials

You acknowledge and accept the following responsibilities regarding your payment gateway credentials:

• Secure Generation: You are responsible for generating strong, secure credentials through your payment gateway provider's secure portal
• Limited Permissions: You should configure credentials with the minimum necessary permissions required for TOLA's functionality as specified in our documentation
• Regular Review: You should periodically review your payment gateway account for any unauthorized activity
• Credential Rotation: You are encouraged to rotate your credentials periodically as a security best practice
• Compromise Notification: You must immediately notify us at support@thetola.com if you believe your credentials have been compromised, lost, or accessed by unauthorized parties
• Liability for Compromise: While we implement extensive security measures, you acknowledge and accept that you are ultimately responsible for any consequences arising from unintentional compromise, exposure, or misuse of your credentials, including but not limited to phishing attacks, social engineering, malware, unauthorized access to your systems, or your own inadvertent disclosure
• Credential Management: You may update, revoke, or change your payment gateway credentials at any time through your TOLA account settings, understanding that this may temporarily impact payment processing functionality until new credentials are configured

6.5 Payment Gateway Provider Compliance

You must comply with all terms, conditions, policies, and requirements of your payment gateway provider, including but not limited to their merchant agreement, acceptable use policy, prohibited business policy, and data security standards. Any violation of their terms may result in suspension or termination of your payment processing capabilities by the payment gateway provider. We are not responsible for any actions taken by the payment gateway provider, including account suspension, fund holds, reserve requirements, fee changes, or account termination.

7. Customer Transactions, Schemes, and Dispute Resolution

7.1 Your Relationship with Your Customers

TOLA provides technology tools to facilitate and manage your business operations, including customer management, scheme administration, and payment collection. However, you expressly acknowledge and agree that:

• The contractual relationship for all products, services, schemes, and transactions is between YOU and YOUR CUSTOMERS exclusively
• TOLA is not a party to any agreements, arrangements, or transactions between you and your customers
• You are solely responsible for defining and communicating scheme terms, product specifications, pricing, payment schedules, and refund policies to your customers
• You are responsible for delivering all products, services, and benefits promised to your customers
• You are responsible for maintaining adequate records of all customer transactions and agreements
• TOLA acts solely as a technology platform provider and does not endorse, guarantee, or warrant any products, services, or schemes offered by you

7.2 Disputes Between You and Your Customers

You explicitly agree and acknowledge that:

• TOLA has no obligation, responsibility, or duty to mediate, arbitrate, investigate, or resolve disputes between you and your customers
• TOLA is not responsible for, and has no liability regarding, any customer complaints, claims, demands, or legal actions
• You are solely responsible for establishing fair and lawful policies for handling customer disputes, refunds, and complaints
• You must have appropriate dispute resolution mechanisms, customer service processes, and complaint handling procedures in place
• You are responsible for maintaining adequate insurance or reserves to cover potential customer disputes, refunds, or claims
• TOLA may provide transaction records and data from the Platform to assist you in resolving disputes, but this does not constitute involvement in the dispute or endorsement of any position

7.3 Payment Disputes and Chargebacks

In the event of payment chargebacks, disputes, or reversals initiated by your customers through their payment providers or financial institutions, you acknowledge and agree that:

• You are solely responsible for responding to, defending against, and resolving all chargebacks and payment disputes
• You must provide evidence, documentation, and responses to chargeback claims within the timeframes required by the payment gateway provider or card networks
• TOLA will provide available transaction data and records from the Platform to assist you, but TOLA is not responsible for the outcome of disputes
• You are responsible for all financial losses, fees, and penalties resulting from chargebacks, including chargeback fees imposed by payment processors
• Excessive chargebacks may result in action by your payment gateway provider, including increased fees, account restrictions, or termination
• TOLA is not liable for any financial losses, fees, penalties, or consequences arising from chargebacks or payment disputes

7.4 Refunds and Cancellations

You are responsible for establishing, communicating, and implementing your own refund and cancellation policies for your customers. Any refunds must be processed directly by you through your payment gateway merchant account. TOLA does not process refunds on your behalf. You must ensure your refund policies comply with applicable consumer protection laws and payment network rules.

7.5 Regulatory Compliance for Schemes

If you offer schemes, installment plans, or recurring payment arrangements to your customers, you are solely responsible for ensuring compliance with all applicable laws and regulations governing such arrangements, including but not limited to deposit regulations, consumer protection laws, financial services regulations, and scheme-specific regulations in your jurisdiction. TOLA provides technology tools only and does not provide legal or regulatory advice regarding your schemes or business model.

8. Data Ownership, Usage, and Privacy

8.1 Your Data Ownership

You retain all ownership rights to all data, content, and information you input into, upload to, or generate through the TOLA platform ("Your Data"), including:

• Customer information and contact details
• Product data, inventory records, and pricing information
• Transaction records and payment history
• Business information, settings, and configurations
• Communications, messages, and content
• Generated reports, invoices, and documents
• Any other data or content you provide or create using the Services

8.2 License Grant to TOLA

By using the Services, you grant TOLA a limited, non-exclusive, worldwide, royalty-free license to use, store, process, display, transmit, and create derivative works from Your Data solely for the purposes of: (a) providing and maintaining the Services; (b) improving and developing the Services; (c) creating aggregated, anonymized analytics and insights that do not identify you or your customers; and (d) complying with applicable laws. This license terminates when you delete Your Data or terminate your account, except for data retained in accordance with our data retention policies or as required by law.

8.3 Your Responsibilities for Your Data

You represent, warrant, and agree that:

• You own or have all necessary rights, licenses, and permissions to provide Your Data to TOLA and to grant the licenses in this Agreement
• Your Data does not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party
• You have obtained all necessary consents and permissions from your customers to collect, use, store, and process their personal information through the TOLA platform
• You comply with all applicable data protection and privacy laws, including providing required notices and obtaining required consents from your customers
• You are solely responsible for the accuracy, quality, integrity, legality, and reliability of Your Data
• You will maintain appropriate backup copies of Your Data, as TOLA is not responsible for data loss except as caused by our gross negligence or willful misconduct

8.4 Data Security and Protection

We implement and maintain appropriate technical and organizational security measures designed to protect Your Data against unauthorized access, alteration, disclosure, or destruction. These measures include:

• Encryption of data in transit (TLS/SSL) and at rest (AES-256 or equivalent)
• Access controls, authentication, and authorization mechanisms
• Regular security assessments, audits, and penetration testing
• Secure cloud infrastructure with reputable providers
• Automated backups and disaster recovery procedures
• Employee training and confidentiality obligations
• Incident response and breach notification procedures

However, you acknowledge that no method of transmission or storage is completely secure, and we cannot guarantee absolute security. We are not liable for unauthorized access to Your Data resulting from circumstances beyond our reasonable control.

8.5 Data Portability and Export

You may export Your Data from the TOLA platform at any time using available export features and APIs. We will make reasonable efforts to provide Your Data in commonly used, machine-readable formats. You are responsible for exporting Your Data before terminating your account.

8.6 Data Retention and Deletion

Upon termination or expiration of your account, we will provide you with a thirty (30) day period to export Your Data. After this period, we may delete Your Data in accordance with our data retention policies, except for data we are required to retain by law or for legitimate business purposes (such as dispute resolution, fraud prevention, or audit requirements). We will retain aggregated, anonymized data for analytics and product improvement purposes.

8.7 Privacy

Our collection, use, and disclosure of personal information in connection with the Services is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Services, you consent to such collection, use, and disclosure as described in the Privacy Policy.

9. Your Legal and Regulatory Compliance

9.1 Compliance with Applicable Laws

You are solely responsible for ensuring that your use of the Services and your business operations comply with all applicable laws, regulations, ordinances, and industry standards, including but not limited to:

• Business registration, licensing, and permit requirements
• Tax laws and regulations (GST, VAT, income tax, sales tax, etc.)
• Consumer protection laws and regulations
• Data protection and privacy laws (including GDPR, CCPA, or equivalent)
• Financial services and payment processing regulations
• Anti-money laundering (AML) and counter-terrorism financing (CTF) laws
• Know Your Customer (KYC) and customer due diligence requirements
• Deposit and scheme regulations applicable to your business model
• Employment and labor laws if you have employees using the Platform
• Industry-specific regulations applicable to your business
• Import/export and trade compliance laws
• Intellectual property laws

9.2 Customer Privacy and Consent

You represent and warrant that you have obtained and will maintain all necessary consents, permissions, and authorizations from your customers to collect, use, store, process, and disclose their personal information through the TOLA platform and in connection with your business operations. You are responsible for providing appropriate privacy notices to your customers and complying with all applicable privacy laws.

9.3 Prohibited Activities and Uses

You agree not to, and will not permit any third party to, use the Services for any illegal, fraudulent, harmful, or unauthorized purpose, including but not limited to:

• Money laundering, terrorist financing, or other financial crimes
• Pyramid schemes, Ponzi schemes, or other illegal multi-level marketing schemes
• Sale of illegal, prohibited, counterfeit, stolen, or fraudulent goods or services
• Fraudulent transactions, deceptive practices, or misrepresentation
• Violation of intellectual property rights, including copyright, trademark, or patent infringement
• Harassment, abuse, threats, discrimination, or hate speech
• Distribution of malware, viruses, or harmful code
• Unauthorized access to or use of the Platform, other users' accounts, or our systems
• Reverse engineering, decompiling, or attempting to extract source code from the Platform
• Scraping, data mining, or harvesting data from the Platform
• Interfering with or disrupting the integrity or performance of the Services
• Circumventing or manipulating our security measures, features, or usage restrictions
• Using the Services to compete with TOLA or build a competing product
• Reselling or redistributing the Services without our written consent

9.4 Compliance Monitoring and Enforcement

We reserve the right, but have no obligation, to monitor your use of the Services for compliance with this Agreement and applicable laws. If we become aware of any potential violation, we may investigate and take appropriate action, including suspending or terminating your account, reporting violations to law enforcement or regulatory authorities, and cooperating with legal investigations.

10. Intellectual Property Rights

10.1 TOLA's Intellectual Property

The TOLA platform, including all software, applications, code, technology, algorithms, designs, interfaces, documentation, logos, trademarks, service marks, and content (excluding Your Data), is the exclusive intellectual property of Vyaap Technologies and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted in this Agreement are reserved by TOLA.

10.2 Limited License to Use Services

Subject to your compliance with this Agreement and payment of applicable fees, TOLA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes in accordance with this Agreement and the documentation we provide.

10.3 Restrictions on Use

You may not, and may not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works based on the Platform or any part thereof
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform
• Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Platform
• Use the TOLA name, logo, trademarks, or branding without our prior written consent
• Access or use the Platform to build a competitive product, service, or business
• License, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Platform
• Frame, mirror, or otherwise incorporate the Platform into any other website or service

10.4 Feedback and Suggestions

If you provide TOLA with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you grant TOLA a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose without any obligation or compensation to you.

11. Representations, Warranties, and Disclaimers

11.1 Your Representations and Warranties

You represent, warrant, and covenant that:

• You have the legal right, power, and authority to enter into and perform this Agreement
• If you are entering this Agreement on behalf of an organization, you have the authority to bind that organization
• All information you provide to TOLA is accurate, complete, current, and not misleading
• You will comply with all applicable laws, regulations, and this Agreement
• You have obtained and will maintain all necessary rights, licenses, consents, and permissions to use the Services and provide Your Data
• Your use of the Services and Your Data will not violate any third-party rights or applicable laws
• You will not use the Services for any illegal, fraudulent, or harmful purpose

11.2 DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" WITHOUT WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOLA AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES OR ANY CONTENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11.3 No Liability for Third-Party Services

TOLA is not responsible for and makes no warranties regarding any third-party services, products, or websites that integrate with or are accessed through the Platform, including payment gateways, communication services, or cloud infrastructure providers. Your use of third-party services is subject to their own terms and policies.

12. Limitation of Liability and Indemnification

12.1 LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL TOLA, ITS AFFILIATES, OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF TOLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• TOLA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO TOLA IN SUBSCRIPTION FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
• TOLA SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM OR RELATED TO:
  • Disputes, claims, or conflicts between you and your customers
  • Payment gateway issues, failures, errors, delays, or disputes
  • Unauthorized access to, compromise of, or misuse of your payment gateway credentials
  • Customer chargebacks, refunds, payment reversals, or payment disputes
  • Your violation of laws, regulations, or third-party rights
  • Data loss, corruption, or deletion (except as caused by our gross negligence or willful misconduct)
  • Service interruptions, downtime, or system failures
  • Third-party actions, services, products, or content
  • Your Data or your customers' use of Your Data
  • Security breaches or cyberattacks beyond our reasonable control
  • Force majeure events or circumstances beyond our reasonable control

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.2 Your Indemnification Obligations

You agree to indemnify, defend (at TOLA's option), and hold harmless TOLA, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising from or related to:

• Your use or misuse of the Services
• Your violation of this Agreement or any applicable laws or regulations
• Your violation of any third-party rights, including intellectual property, privacy, publicity, or contractual rights
• Your Data, including any claims that Your Data infringes, misappropriates, or violates any third-party rights
• Disputes, claims, or legal actions by your customers against TOLA related to your business, products, services, schemes, or transactions
• Your business operations, customer relationships, or business practices
• Breach of your representations, warranties, or obligations under this Agreement
• Your payment gateway account, credentials, or payment processing activities
• Any negligent or wrongful act or omission by you or your employees, agents, or representatives

TOLA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with TOLA in asserting any available defenses. This indemnification obligation shall survive termination of this Agreement.

13. Term, Termination, and Survival

13.1 Term

This Agreement commences when you create an account or first use the Services and continues until terminated in accordance with this Section 13.

13.2 Termination by You

You may terminate this Agreement and close your account at any time by: (a) canceling your subscription through your account settings; or (b) contacting our support team at support@thetola.com. Upon termination by you, you will continue to have access to the Services until the end of your current billing period. No refunds will be provided for unused time or features, except as required by applicable law.

13.3 Termination by TOLA

TOLA may suspend or terminate your account and access to the Services, with or without prior notice, immediately and at our sole discretion, if:

• You breach any provision of this Agreement or our policies
• You fail to pay subscription fees or other amounts owed
• You engage in fraudulent, illegal, or abusive activities
• Your use of the Services poses a security, legal, or regulatory risk to TOLA or others
• You violate intellectual property rights or engage in prohibited activities
• We are required to terminate by law, court order, or government authority
• We decide to discontinue the Services or your specific subscription plan (with reasonable advance notice)
• Your account has been inactive for an extended period

13.4 Effect of Termination

Upon termination or expiration of this Agreement:

• Your right to access and use the Services will immediately cease
• All licenses granted to you under this Agreement will automatically terminate
• You will have thirty (30) days to export Your Data using available export features, after which we may delete Your Data in accordance with our data retention policies
• All outstanding fees, charges, and amounts owed to TOLA remain due and payable immediately
• TOLA may delete your account and all associated data after the data export period
• Termination does not relieve you of any obligations or liabilities that accrued prior to termination

13.5 Survival

The following provisions shall survive termination or expiration of this Agreement: Sections 1 (Introduction - acceptance of terms), 2 (Definitions), 7 (Customer Disputes), 8 (Data Ownership), 10 (Intellectual Property), 11 (Warranties and Disclaimers), 12 (Limitation of Liability and Indemnification), 13.4 (Effect of Termination), 13.5 (Survival), 14 (Dispute Resolution), and 15 (General Provisions), and any other provisions that by their nature should survive.

14. Dispute Resolution and Governing Law

14.1 Governing Law

This Agreement 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 shall not apply to this Agreement.

14.2 Jurisdiction and Venue

Subject to Section 14.3 (Informal Dispute Resolution), any disputes, claims, or controversies arising out of or related to this Agreement or the Services shall be subject to the exclusive jurisdiction of the courts located in [Your City/State], India. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

14.3 Informal Dispute Resolution

Before filing any formal legal action, you agree to first attempt to resolve any dispute, claim, or controversy informally by contacting TOLA's support team at support@thetola.com and providing a detailed description of the dispute and your proposed resolution. We will attempt to resolve the dispute informally through good-faith negotiations. If the dispute cannot be resolved within sixty (60) days, either party may pursue formal legal action.

14.4 Limitation on Time to File Claims

Any claim or cause of action arising out of or related to this Agreement or the Services must be filed within one (1) year after the claim or cause of action arose, or it will be permanently barred.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with our Privacy Policy and any other policies or terms expressly incorporated by reference, constitutes the entire agreement between you and TOLA regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, and communications, whether written or oral.

15.2 Amendments and Modifications

We reserve the right to modify, amend, or update this Agreement at any time at our sole discretion. We will provide notice of material changes by email to the address associated with your account or through a prominent notice on the Platform at least thirty (30) days before the changes take effect, unless changes are required sooner by law or for security reasons. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Agreement. If you do not agree to the changes, you must terminate your account before the effective date.

15.3 Assignment

You may not assign, transfer, delegate, or sublicense this Agreement or any of your rights or obligations hereunder, whether by operation of law or otherwise, without TOLA's prior written consent. Any attempted assignment in violation of this Section will be null and void. TOLA may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15.5 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by an authorized representative of the party making the waiver.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, labor disputes, epidemics or pandemics, telecommunications or internet failures, power outages, or supplier failures ("Force Majeure Event"). The affected party shall promptly notify the other party of any Force Majeure Event and shall use reasonable efforts to resume performance as soon as practicable.

15.7 Independent Contractors

The relationship between you and TOLA is that of independent contractors. This Agreement does not create any partnership, joint venture, employment, agency, or franchise relationship. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

15.8 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

15.9 Notices

All notices, requests, and other communications under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email to the email address associated with your account (in your case) or support@thetola.com (in TOLA's case); or (c) three (3) business days after being sent by registered or certified mail, return receipt requested, to the address on file. You are responsible for keeping your email address current.

15.10 Language

This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail to the extent of any inconsistency or conflict.

15.11 Headings

The headings and titles in this Agreement are for convenience only and have no legal or contractual effect.

15.12 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in your use of the Services. You represent that you are not located in, under the control of, or a national or resident of any country subject to a U.S. Government embargo or other trade restrictions.

16. Contact Information

If you have any questions about this Business Services Agreement, need support, or wish to contact us for any reason, please reach out to us: