1. PRODUCT DETAILS & DEFINITIONS

1. Software: Refers to "Kaanda", the film production software provided by Licensor, including any updates, cloud services, desktop or app interfaces.
2. License Tier: Refers to the selected tier as described in Schedule A.
3. Data: Refers to all production, personal, and usage data entered or generated by the Licensee while using the Software.
4. Term: Defined by the chosen License Tier.

2. LICENSE GRANT

Subject to the terms of this Agreement and payment of applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, multi-user right to access and use the Software as a cloud-based service for the specified project(s), in accordance with the selected License Tier in Schedule A.

3. TRIAL PERIOD

A 21-day trial license is available for a non-refundable fee of INR 3,000. Trial usage is limited and may not include all features or support.

4. FEES AND PAYMENT

Fees are one-time per project and are set forth in Schedule A. Prices are exclusive of applicable taxes. Additional custom features, support beyond 12 months, and license extensions will incur separate charges.

5. INTELLECTUAL PROPERTY

Licensor retains all ownership and intellectual property rights in the Software and associated materials. No rights are granted to Licensee other than those expressly set out in this Agreement.

6. RESTRICTIONS

6.1 Licensee shall not:
1. Reverse-engineer, decompile, or modify the Software.
2. Use the Software for unlawful purposes.
3. Sublicense, resell, or white-label the Software.
4. Use the Software if not a qualified producer, studio, or platform.

7. SUPPORT AND UPDATES

Licensor shall provide free software updates and standard technical support for 12 months from the license start date. Additional support may be purchased.

8. Use of Anonymized Data for Machine Learning and Marketplace Development

The Licensee agrees that the Licensor may use anonymized and aggregated data derived from the Licensee’s usage of the Software for the purpose of enhancing the software's functionality through machine learning and artificial intelligence. Additionally, such data may be used in the future development of a marketplace platform within the Software ecosystem, aimed at helping film producers, platforms and other users using the software access better deals and pricing on production-related goods and services. At no time will personally identifiable or project-specific confidential data be used or shared without express written consent

9. DATA STORAGE, PRIVACY & SECURITY

1. Licensor will store Licensee’s data as a backup service and ensure reasonable technical safeguards.
2. Data may be processed via third-party services (e.g., chat, AI modules).
3. Licensor shall not access or share client data except for technical maintenance or legal compliance.
4. All client data remains confidential to the extent not publicly available.
5. Licensor complies with applicable data privacy laws including GDPR (where relevant).

10. LIMITATION OF LIABILITY

11.1 Licensor’s liability is limited to server-side responsibilities. Licensor is not liable for:
1. Data entry errors or project delays due to Licensee use.
2. Downtime beyond reasonable control (e.g., force majeure).
3. Breaches originating from third-party integrations not controlled by Licensor.
4. Maximum aggregate liability shall not exceed the amount paid under this Agreement.

11. TERM AND TERMINATION

1. The license term is specified in Schedule A.
2. On expiry, data entry access stops; read-only access remains per terms.
3. The agreement terminates naturally at the end of the License period

12. GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement is governed by the laws of India. Disputes shall be resolved first through mediation.
2. If unresolved, disputes shall be submitted to arbitration under the Arbitration & Conciliation Act, 1996, seated in Mumbai, India.
3. Jurisdiction for court matters lies exclusively in Mumbai.

13. MISCELLANEOUS

1. No waiver of rights unless in writing.
2. This Agreement does not create a partnership or employment relationship.
3. Any custom work shall be governed by a separate written agreement and pricing as mutually agreed.
4. Co-branding is permitted only in the Flame tier with prior written consent.

Schedule A – License Tier & Pricing

• Spark: Single project, 24-month limit. Read-only data access available for 8 years post-term. Extensions require new license purchase.
• Flame: Single project, 36-month limit. Read-only data access available post-term. Extensions require new license purchase.
• Torch: Multi-project, 48-month limit. Covers 4 projects; add-ons at specified cost. Read-only access available post-term. Extensions require new license purchase.