TERMS AND CONDITIONS

1. Parties and Agreement

These Terms and Conditions of Service ("Terms") constitute a legally binding agreement between Skima Innovation Private Limited (trading as skima.ai), a company incorporated under the laws of India with its registered office at 3rd Floor, Chintamani Plaza, Andheri-Kurla Road, Mota Nagar, Andheri East, Mumbai, Maharashtra 400053, India ("Skima", "we", "us", or "our"), and the individual or legal entity accessing or using the Skima platform and services ("Client", "you", or "your").

By accessing or using the Service, you confirm that:

(a) you have read, understood, and agree to be legally bound by these Terms;

(b) if accepting on behalf of a legal entity, you have authority to bind that entity; and

(c) you are at least 18 years of age or represent a duly incorporated entity in good standing in its jurisdiction of domicile.

These Terms govern access to and use of the Skima AI-powered recruitment platform and all associated services, APIs, applications, and tools (collectively, the "Service"). They are to be read alongside, and supplemented by, the following documents which form part of the contractual relationship between the parties:

• Privacy Policy (skima.ai/privacy-policy) - governing the collection, use, and protection of personal data
• Data Protection Addendum (skima.ai/dpa) - governing the processing of candidate and end-user personal data where Skima acts as Data Processor
• Service Agreement - containing commercial terms, subscription scope, and service-specific parameters agreed between the parties
• Acceptable Use Policy - incorporated herein by reference and available on request

In the event of any conflict between these Terms and the Data Protection Addendum, the DPA shall prevail on data protection matters. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail on commercial matters. In the event of any conflict between the DPA and an applicable set of Standard Contractual Clauses, the SCCs shall prevail.

Where Client has executed a separate Service Agreement or Master Services Agreement with Skima that incorporates or references these Terms, that Service Agreement or Master Services Agreement shall govern to the extent of any conflict with these Terms.

2. Definitions

In these Terms, the following definitions apply:

• "Authorised Users" means the individual employees, contractors, or agents of Client who are permitted by Client to access and use the Service under Client's account.
• "Client Data" means all data, content, and information submitted, uploaded, or transmitted by Client or its Authorised Users to the Service, including candidate resumes, job descriptions, and recruitment pipeline data.
• "Competing Service" means any AI-powered or software-based talent acquisition, candidate screening, recruitment automation, or applicant tracking product or service that is substantially similar in function to the Service and is offered to third parties, whether commercially or otherwise.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• "Documentation" means the technical and user documentation for the Service made available by Skima from time to time at www.skima.ai or via the platform.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and other intellectual property rights, whether registered or unregistered, and all applications therefore.
• "Service Agreement" is the executed commercial agreement between Skima and Client, which may take the form of a signed Service Agreement, statement of work, or equivalent document, specifying the scope, fees, Subscription Term, and service-specific parameters agreed between the parties.
• "Personal Data" has the meaning given to it under applicable data protection laws, including the GDPR, UK GDPR, DPDPA 2023, and CCPA/CPRA as applicable.
• "Service" means the Skima AI-powered recruitment software platform, including all features, tools, APIs, updates, and documentation provided under these Terms.
• "Subscription Term" means the period during which Client is authorised to access and use the Service as set out in the applicable Service Agreement.

3. Licence and Access

3.1 Grant of Licence

Subject to Client's compliance with these Terms and timely payment of applicable fees, Skima grants Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Subscription Term solely for Client's internal business purposes in connection with recruitment and talent acquisition activities.

3.2 Authorised Users

Client is responsible for:

(a) ensuring that only Authorised Users access the Service;

(b) maintaining the confidentiality of all account credentials;

(c) all activities that occur under Client's account, whether or not authorised by Client; and

(d) promptly notifying Skima at [email protected] of any unauthorized access or suspected security breach.

Clients shall not share login credentials across multiple individuals. Each Authorised User must have their own unique account unless otherwise agreed in the Service Agreement.

3.3 Restrictions

Client shall not, and shall ensure that its Authorised Users do not:

• Copy, modify, translate, adapt, or create derivative works based on the Service or its underlying technology, algorithms, or AI models
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, structure, or logic of the Service or its AI systems
• Access the Service for the purpose of developing, benchmarking, or training a Competing Service, or share outputs of the Service with a provider of a Competing Service for that purpose
• Scrape, crawl, or systematically extract data from the Service by automated means, except through Skima's published API and within published rate limits
• Use the Service in any manner that violates applicable law, regulation, or third-party rights, including employment discrimination law
• Remove, alter, or obscure any proprietary notices, labels, or marks on or within the Service
• Attempt to gain unauthorised access to any system, network, database, or account connected to the Service
• Conduct security testing, penetration testing, or vulnerability scanning of the Service without prior written consent from Skima
• Process special categories of personal data (as defined under GDPR Article 9) as a scoring input without prior written agreement with Skima
• Circumvent, disable, or interfere with security, access control, rate-limiting, or audit-logging mechanisms of the Service

4. AI Services and Human Oversight

4.1 Nature of AI Outputs

The Service uses artificial intelligence to rank, score, and surface candidates for human review. AI-generated outputs are informational and advisory in nature only. Skima AI does not make, execute, or record final hiring decisions. Every candidate progression, rejection, or offer requires authorisation by a human recruiter or hiring manager within the Client's organisation, and this requirement is built into the platform's workflow.

Client acknowledges and accepts that:

(a) AI outputs are probabilistic and may not always be accurate or suitable for every deployment context;

(b) the responsibility for all hiring decisions remains exclusively with Client;

(c) Client shall not use AI outputs as the sole basis for any employment-related decision; and

(d) Client shall maintain human oversight at all decision points, consistent with EU AI Act Annex III requirements for high-risk AI systems, as such requirements and their applicable compliance dates may be amended, delayed, or otherwise adjusted from time to time.

4.2 Client Obligations for AI Use

Client is responsible for:

(a) ensuring its use of the Service complies with all applicable employment laws, including EEOC Title VII, ADEA, ADA (US), and equivalent laws in other jurisdictions;

(b) conducting any required bias audits for its specific deployment context, including under NYC Local Law 144 where applicable;

(c) providing required candidate disclosures under applicable AI hiring regulations; and

(d) not uploading candidate data that includes special category personal data without prior written agreement with Skima.

4.3 No Prohibited Scoring Inputs

Client warrants that it will not instruct Skima to process, and will not upload to the Service, any candidate data that would cause Skima's AI to use protected attributes (sex, race, age, religion, disability, national origin) or GDPR Article 9 special category data as scoring inputs. Skima's architecture is designed to prevent this at the model level; however, Client retains responsibility for the accuracy and lawfulness of all data it submits.

5. Client Data and Data Protection

5.1 Ownership of Client Data

As between the parties, Client retains all ownership of and title to Client Data. Skima acquires no rights in or to Client Data except as expressly set out in these Terms and the Data Protection Addendum.

5.2 Licence to Client Data

Client grants Skima a limited, non-exclusive licence to access, process, store, and use Client Data solely as necessary to provide the Service during the Subscription Term, as set out in the Data Protection Addendum. Skima shall not use Client Data for any other purpose. Skima is expressly prohibited from using Client Data, including candidate profiles and resumes, to train, retrain, or improve any generalised AI or machine learning model.

5.3 Data Protection Addendum

Where Skima processes personal data on Client's behalf, such processing is governed by the Skima Data Protection Addendum (available at skima.ai/dpa), which is incorporated into these Terms by reference. All enterprise clients are required to execute the DPA before processing candidate personal data through the Service. In the event of any conflict between these Terms and the DPA on data protection matters, the DPA prevails.

5.4 Client Responsibilities for Personal Data

Client is the Data Controller / Data Fiduciary for candidate and employee personal data processed through the Service. Client warrants that:

(a) it has a valid lawful basis under applicable data protection law for all processing activities instructed to Skima;

(b) it has provided all required privacy notices to candidates and data subjects;

(c) it will handle all data subject rights requests in the first instance; and

(d) all instructions given to Skima comply with applicable data protection law and do not require Skima to violate any applicable law.

5.5 Data Security

Skima maintains technical and organisational security measures as described in the Data Protection Addendum Schedule 2, independently verified under Skima's SOC 2 Type II certification (No Exceptions Noted, April to September 2025) and GDPR Compliance Audit (Scrut Automation, September 2025). Client is responsible for the security of its own access credentials, devices used to access the Service, and all data extracted from the Service.

5.6 Prohibited Data

Where Client provides Access Credentials or system integrations to facilitate ATS or other data ingestion, Skima shall ignore, exclude, and shall not query, store, or process data relating to Client's internal employee payroll, compensation, benefits, performance reviews, banking details, or other non-recruitment personnel records ("Prohibited Data"), regardless of whether such data is technically accessible through the credentials or integration provided.

6. Intellectual Property

6.1 Skima Intellectual Property

Skima and its licensors exclusively own all Intellectual Property Rights in the Service, including its AI models, algorithms, source code, user interface, design, trademarks, and all Documentation. Nothing in these Terms transfers any Skima Intellectual Property Rights to Client. The limited licence granted in Section 3.1 does not include any right to use Skima's trademarks, service marks, or branding without prior written consent.

6.2 Client Intellectual Property

Client retains all Intellectual Property Rights in Client Data. Skima does not claim any ownership over job descriptions, candidate profiles, or other content uploaded by Client to the Service.

6.3 Aggregate and Anonymised Data

Skima may use aggregated, anonymised, non-personally identifiable statistical data derived from the use of the Service to improve, maintain, and develop the Service, provided such data cannot be used to identify Client, any individual candidate, or any Authorised User. Skima shall not use personally identifiable Client Data for any model training, product benchmarking, or commercial exploitation purpose.

6.4 Feedback

If Client or its Authorised Users provide feedback, suggestions, or recommendations regarding the Service, Client grants Skima a royalty-free, worldwide, perpetual, irrevocable licence to use such feedback for any lawful purpose without obligation or compensation to Client.

6.5 Customer References

Skima may identify Client by name and logo as a customer of the Service in Skima's marketing materials, customer lists, and website, subject to Client's prior written approval for each such use, which Client shall not unreasonably withhold or delay.

7. Confidentiality

7.1 Mutual Obligations

Each party agrees:

(a) to hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care;

(b) not to disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those in these Terms; and

(c) to use Confidential Information only as strictly necessary to exercise its rights or perform its obligations under these Terms.

7.2 Exceptions

Confidentiality obligations do not apply to information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was already known to the receiving party prior to disclosure without restriction;

(c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or

(d) is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives prompt written notice to the disclosing party where legally permissible and reasonably cooperates with any effort to obtain a protective order.

7.3 Survival

Confidentiality obligations survive termination or expiry of these Terms for three (3) years, except that obligations relating to trade secrets and Personal Data survive indefinitely.

8. Fees and Payment

8.1 Fees

Client shall pay the fees set out in the applicable Service Agreement ("Fees"). Unless otherwise stated in the Service Agreement, all Fees are due in advance, non-refundable upon expiry of any applicable free trial period, and exclusive of applicable taxes.

8.2 Payment Terms

Invoices are due and payable within thirty (30) calendar days of the invoice date unless otherwise specified in the Service Agreement. If any undisputed amount remains unpaid after the due date, Skima reserves the right to suspend Client's access to the Service on seven (7) days' written notice until all outstanding amounts are paid in full.

8.3 Taxes

Client is responsible for all taxes, duties, levies, and governmental charges (including GST/VAT) applicable to the Fees, excluding taxes on Skima's net income. Where Skima is required by law to collect such taxes, they will be added to the invoice.

8.4 Suspension for Non-Payment

If Client fails to pay any undisputed amount within thirty (30) days after the due date, Skima may, on seven (7) days' written notice, suspend Client's access to the Service until all outstanding amounts are paid in full. Skima shall not delete Client Data during a suspension period of up to sixty (60) days. Suspension does not affect Client's obligation to pay Fees accrued up to the suspension date.

8.5 Fee Changes on Renewal

Skima may increase Fees on renewal of the Subscription Term by providing at least sixty (60) days' written notice prior to the end of the then-current Subscription Term. If Client does not accept the revised Fees, Client may elect not to renew in accordance with Section 9.1.

9. Term and Termination

9.1 Subscription Term and Renewal

These Terms commence on the date Client first accepts them or accesses the Service and continues for the Subscription Term specified in the Service Agreement. Subscription Terms automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

9.2 Termination for Cause

Either party may terminate these Terms on written notice if:

(a) the other party commits a material breach of these Terms and fails to remedy such breach within fifteen (15) business days of receiving written notice specifying the breach in reasonable detail; or

(b) the other party becomes insolvent, enters administration, is wound up, or makes a general arrangement with its creditors.

9.3 Immediate Suspension or Termination by Skima

Skima may suspend or terminate Client's access immediately on written notice where Client:

(a) uses the Service in violation of applicable law, including employment discrimination law;

(b) engages in conduct that poses a material security risk to the Service or other clients;

(c) accesses the Service to develop or benchmark a Competing Service; or

(d) uploads content that infringes third-party Intellectual Property Rights.

Where possible without causing harm, Skima will provide prior notice and an opportunity to cure.

9.4 Effect of Termination

Upon expiry or termination:

(a) all licences granted under these Terms cease immediately;

(b) Client shall immediately cease all use of the Service;

(c) Client Data will be returned to Client or securely deleted within thirty (30) calendar days, in accordance with the DPA, with written confirmation of deletion provided on request; and

(d) each party shall promptly return or certifiably destroy the other party's Confidential Information.

The following Sections survive termination or expiry:

• 2 (Definitions)
• 4.3 (No Prohibited Scoring Inputs)
• 5.1 (Data Ownership)
• 5.2 (Licence to Client Data - restrictions only)
• 6 (Intellectual Property)
• 7 (Confidentiality)
• 10.3 (Disclaimer)
• 11 (Limitation of Liability)
• 12 (Indemnification)
• 17 (Governing Law)
• 18 (General Provisions)

9.5 No Termination for Convenience by Skima During Term

Skima shall not terminate these Terms for convenience during the Subscription Term. Any purported termination by Skima outside of Sections 9.2 or 9.3 shall entitle Client to a pro-rated refund of prepaid Fees for the unexpired portion of the Subscription Term.

10. Warranties and Disclaimer

10.1 Skima Warranties

Skima warrants that:

(a) it has full authority to enter into these Terms;

(b) the Service will perform materially in accordance with the Documentation during the Subscription Term;

(c) it will implement and maintain appropriate technical and organisational security measures as described in the DPA Schedule 2;

(d) it holds, and will use reasonable endeavours to maintain during the Subscription Term, SOC 2 Type II certification and GDPR compliance; and

(e) the Service does not, to Skima's knowledge, infringe any third-party Intellectual Property Rights.

10.2 Client Warranties

Client warrants that:

(a) it has full authority to enter into these Terms;

(b) its use of the Service will comply with all applicable laws including employment discrimination law, data protection law, and applicable AI regulations;

(c) it has obtained all necessary rights and consents to submit Client Data to the Service; and

(d) Client Data, to Client's knowledge, does not infringe any third-party rights.

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SKIMA MAKES NO WARRANTY THAT:

(A) THE SERVICE WILL MEET ALL OF CLIENT'S SPECIFIC REQUIREMENTS;

(B) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM BIAS IN ALL DEPLOYMENT CONTEXTS;

(C) THE SERVICE WILL BE AVAILABLE WITHOUT INTERRUPTION AT ALL TIMES; OR

(D) THE SERVICE WILL GUARANTEE ANY PARTICULAR RECRUITMENT OUTCOME. CLIENT ACKNOWLEDGES THAT AI OUTPUTS ARE ADVISORY ONLY, THAT HUMAN REVIEW IS REQUIRED FOR ALL HIRING DECISIONS, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR ALL EMPLOYMENT DECISIONS MADE USING THE SERVICE.

11. Limitation of Liability

11.1 Aggregate Cap

To the maximum extent permitted by law, the total aggregate liability of either party to the other arising out of or related to these Terms (including the Data Protection Addendum and any Service Agreement) shall not exceed the total Fees paid or payable by Client to Skima in the twelve (12) calendar months immediately preceding the event giving rise to the claim.

11.2 Excluded Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, goodwill, data, business, or business interruption, even if advised of the possibility of such damages or if a remedy fails of its essential purpose.

11.3 Mandatory Law

The foregoing limits do not apply to liability that cannot be excluded or limited under applicable law, including fraud or fraudulent misrepresentation, and death or personal injury caused by negligence.

11.4 Aggregate and Allocation

The cap in Section 11.1 is an aggregate cap for all claims under these Terms and shall not be increased by multiple claims or theories. Any liabilities arising under the Data Protection Addendum are subject to the same cap and exclusions. The DPA does not increase either party's liability beyond these Terms.

11.5 Enterprise Clients

Enterprise clients may agree different liability caps or structures in their Service Agreement, which will apply in place of the cap in Section 11.1 to the extent of any conflict.

12. Indemnification

12.1 Skima Indemnity

Skima shall defend Client against any third-party claim alleging that the Service, when used by Client as permitted under these Terms, infringes a patent, copyright, or trademark, and shall pay amounts finally awarded by a court or agreed in settlement that are attributable to the claim. If such a claim arises, Skima may at its discretion procure the right for Client to continue using the Service, replace or modify the Service so it is non-infringing, or terminate the affected Service and refund prepaid Fees for the remaining Subscription Term.

This indemnity does not apply where the claim arises from:

(a) Client's modification of the Service;

(b) Client's combination of the Service with other software or data not provided by Skima;

(c) Client's use of the Service in breach of these Terms; or

(d) Client Data or specifications provided by Client.

This Section 12.1 states Client's exclusive remedy with respect to any third-party Intellectual Property infringement claim relating to the Service. All amounts payable under this Section 12.1 are subject to the limitation of liability in Section 11.

12.2 Client Indemnity

Client shall defend Skima and its affiliates against, and indemnify Skima and its affiliates from, any third-party claim arising from:

(a) Client Data, including any claim that Client Data infringes third-party rights;

(b) Client's breach of applicable employment discrimination, data protection, or AI regulation;

(c) Client's failure to maintain human oversight over hiring decisions; or

(d) Client's material breach of these Terms.

12.3 Indemnification Process

The indemnity rights in this Section 12 are conditioned on the indemnified party:

(a) promptly notifying the indemnifying party in writing of any claim;

(b) granting the indemnifying party sole control of the defence and settlement, provided no settlement imposes financial liability on the indemnified party or contains an admission of fault without the indemnified party's prior written consent, which shall not be unreasonably withheld; and

(c) providing reasonable cooperation and assistance at the indemnifying party's cost.

13. Service Availability and Business Continuity

13.1 Service Level

Service availability commitments, uptime targets, and support response SLAs are set out in the applicable Service Agreement. Unless otherwise specified in the Service Agreement, Skima targets 99.5% monthly uptime for the core platform, calculated excluding scheduled maintenance windows and Force Majeure Events.

13.2 Disaster Recovery

Skima operates a documented Business Continuity and Disaster Recovery programme, assessed under its SOC 2 Type II certification. Key recovery objectives: Recovery Time Objective (RTO) of not more than one (1) hour in the event of a regional AWS failure, and Recovery Point Objective (RPO) of not more than five (5) minutes using multi-AZ replication. Complete DR tests are conducted annually and simulated failover tests conducted quarterly.

13.3 Scheduled Maintenance

Skima will use reasonable endeavours to provide at least forty-eight (48) hours' advance notice of scheduled maintenance that may affect Service availability. Scheduled maintenance will be conducted during off-peak hours where practicable.

14. Changes to Terms and Service

14.1 Changes to Terms

Skima may update these Terms from time to time. For material changes, Skima will provide at least thirty (30) days' prior written notice to the registered account contact or via a prominent notice on the Service. If Client continues to use the Service after the effective date of the updated Terms, Client is deemed to have accepted the changes. If Client objects to a material change, Client may terminate these Terms on written notice within the thirty-day notice period and receive a pro-rated refund of prepaid Fees for the unexpired Subscription Term.

14.2 Changes to the Service

Skima may update, modify, or discontinue features of the Service. Skima will use reasonable endeavours to provide thirty (30) days' notice of any change that would materially reduce core functionality. Skima does not guarantee backward compatibility of APIs or integrations unless expressly stated in the Service Agreement.

14.3 Beta and Preview Features

Skima may make beta, preview, or early access features of the Service available to Client from time to time ("Beta Features"). Beta Features are provided on an "as is" basis, may contain errors, and may be modified, suspended, or withdrawn by Skima at any time without liability. Sections 10 (Warranties and Disclaimer) and 11 (Limitation of Liability) apply to Beta Features in full.

15. Acceptable Use

Client and all Authorised Users agree not to use the Service to:

• Violate any applicable local, national, or international law or regulation
• Discriminate unlawfully against candidates on the basis of any protected characteristic under applicable employment law
• Upload, transmit, or store content that is defamatory, fraudulent, obscene, or infringes third-party rights
• Introduce malicious code, viruses, worms, ransomware, or other harmful software into the Service or connected systems
• Conduct unauthorised penetration testing, vulnerability scanning, or security research on the Service or its infrastructure
• Circumvent or attempt to circumvent security, access control, rate-limiting, or audit-logging mechanisms
• Develop, train, or benchmark a Competing Service using access to or outputs from the Service
• Harvest or systematically extract data from the Service by automated means beyond normal authorised platform use
• Impersonate any person or entity or misrepresent affiliation with any person or entity

Violations of this Section may result in immediate suspension or termination of access in accordance with Section 9.3, without prejudice to any other remedy available to Skima.

16. Force Majeure

Neither party shall be in breach of these Terms or liable for delay or failure to perform any obligation (other than payment obligations) to the extent caused by circumstances beyond that party's reasonable control, including acts of God, pandemic or epidemic, governmental action or restriction, war, civil unrest, fire, flood, earthquake, failure of the public internet or telecommunications infrastructure, or unavailability of third-party services ("Force Majeure Event").

The affected party shall:

(a) promptly notify the other party in writing;

(b) use reasonable endeavours to mitigate the effect and resume performance as soon as practicable; and

(c) provide regular progress updates.

If a Force Majeure Event continues for more than sixty (60) consecutive calendar days, either party may terminate the affected services on thirty (30) days' written notice, with a pro-rated refund of prepaid Fees for the affected period.

17. Governing Law and Dispute Resolution

17.1 Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the applicable governing law set out in the table below based on the Client's jurisdiction, as agreed in the Service Agreement:

Client Jurisdiction	Governing Law	Courts
India	Laws of India	Exclusive jurisdiction: courts of Mumbai, Maharashtra
European Union / EEA	Laws of Ireland	Exclusive jurisdiction: courts of the Republic of Ireland (consistent with EU SCCs Clause 17)
United Kingdom	Laws of England and Wales	Exclusive jurisdiction: courts of England and Wales
Switzerland	Laws of Switzerland	Exclusive jurisdiction: courts of Zurich, Switzerland
United States	Laws of the State of Delaware	Exclusive jurisdiction: courts of the State of Delaware
Other jurisdictions	To be mutually agreed in writing prior to execution	To be mutually agreed in writing prior to execution

Where no jurisdiction is specified in the Service Agreement, the laws of India and the courts of Mumbai, Maharashtra shall apply by default.

17.2 Pre-Litigation Escalation

Before commencing formal legal proceedings (other than applications for urgent injunctive relief), the parties agree to attempt resolution through good-faith negotiation escalated to senior management on written notice. If the dispute is not resolved within thirty (30) days of escalation, either party may pursue its legal remedies.

17.3 Injunctive Relief

Nothing in this Section prevents either party from seeking urgent injunctive or other equitable relief in any court of competent jurisdiction where necessary to prevent irreparable harm, including in relation to Intellectual Property Rights or Confidential Information, or to prevent unauthorised access to, or use of, the Service, including any actual or threatened breach of Section 3.3 (Restrictions).

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Protection Addendum, and any executed Service Agreement, constitute the entire agreement between the parties with respect to the Service and supersede all prior representations, negotiations, and agreements on the same subject matter. No statement or representation made prior to these Terms has any force unless incorporated in writing.

18.2 Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that provision shall be severed. The remaining provisions shall continue in full force. The parties shall use reasonable endeavours to replace the severed provision with a valid provision that achieves, as closely as possible, the same commercial purpose.

18.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms constitutes a waiver. A waiver of any breach does not constitute a waiver of any subsequent or continuing breach.

18.4 Assignment

Client may not assign or transfer any rights or obligations under these Terms without Skima's prior written consent, except to a successor entity in a merger, acquisition, or sale of substantially all of Client's assets, provided the successor agrees in writing to be bound by these Terms. Skima may assign these Terms to any Affiliate or successor entity without Client's consent, on written notice.

18.5 Notices

All formal notices under these Terms shall be in writing and delivered to:

(a) for Skima: Skima Innovation Private Limited, 3rd Floor, Chintamani Plaza, Andheri-Kurla Road, Mota Nagar, Andheri East, Mumbai, Maharashtra 400053, India, with a copy to [email protected]; and

(b) for Client: the registered address or email specified in the Service Agreement.

Notices sent by email are effective on the next business day following confirmed transmission. Notices sent by registered post are effective five (5) business days after despatch.

18.6 No Partnership or Agency

Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other party in any way or incur obligations on the other party's behalf.

18.7 Third-Party Rights

These Terms do not confer any rights on any third party. The Contracts (Rights of Third Parties) Act 1999 (UK) and any equivalent legislation in other jurisdictions shall not apply to these Terms, except to the extent expressly stated.

18.8 Export Control and Sanctions

Client shall comply with all applicable export control laws, trade sanctions, and embargo regulations in connection with its use of the Service. Client shall not use the Service in connection with any prohibited end-use, for the development of weapons or military systems, or in any jurisdiction subject to comprehensive trade sanctions, without applicable licences or authorisations.

18.9 Anti-Bribery and Anti-Corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Indian Prevention of Corruption Act 1988, the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act 1977. Neither party shall make any payment or offer any benefit to any person for the purpose of improperly obtaining or retaining business or any improper advantage.

18.10 Amendments

Except as provided in Section 14.1, no amendment to these Terms is effective unless made in writing and signed by duly authorised representatives of both parties.

18.11 Electronic Communications and Signatures

By accessing or using the Service, Client consents to receive communications from Skima electronically. Client agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing, and Client agrees to the use of electronic signatures and electronic delivery of notices, policies, and transaction records initiated or completed via the Service.

19. Contact

For all general queries about these Terms or the Service:

• Email: [email protected]
• Address: 3rd Floor, Chintamani Plaza, Andheri-Kurla Road, Mota Nagar, Andheri East, Mumbai, Maharashtra 400053, India
• Website: www.skima.ai | Trust Centre: https://skima.scrut.io/

For data protection and privacy queries: Data Protection Officer - [email protected]

For security vulnerability disclosures: [email protected] (subject line: "Security Disclosure")

20. Version History

Version	Date	Description of Changes	Created By	Published By
1.0	Aug 28, 2023	Initial release	Yash Dave	Sumit Rai
2.0	July 2026	Full rewrite adding legal entity details, balanced termination, mutual liability cap, AI oversight provisions, full definitions, licence grant, confidentiality, fees and payment terms, indemnification, SLA commitments, force majeure, multi-jurisdiction governing law, and general provisions. Standardised naming, replaced Order Form with Service Agreement, added Prohibited Data, Customer References, Beta Features, and e-signatures clauses, updated EU AI Act date, removed Bias Evaluation section, and corrected drafting errors	Yash Dave	Sumit Rai