Terms of Service

Last updated: September 2026 • Master Enterprise Services Agreement • DPDP Act, 2023 Compliant

1. Binding Agreement & Acceptance of Terms

These Terms of Service (these "Terms" or this "Agreement") constitute a legally binding contract between MudraForge Technologies, a registered Indian MSME enterprise (Udyam: UDYAM-AR-10-0009768), having its principal place of operations in Biswanath, Assam, India ("MudraForge," "we," "us," or "our"), and the legal entity or organization on whose behalf you access or use the Services ("Customer," "Client," "you," or "your").

By executing an Order Form, Statement of Work (SOW), downloading the Adesha application, connecting our services to your corporate infrastructure, or accessing any part of the MudraForge platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, you represent and warrant that you possess full legal authority to bind that entity to these Terms.

2. Definitions

In this Agreement, capitalized terms have the meanings set forth below:

• "Services" means the integrated MudraForge operational platform, consisting of the Cloud Runtime, the Adesha Application, and the Customer-Facing WhatsApp Deployment Service.
• "Cloud Runtime" means MudraForge's sovereign multi-tenant edge execution mesh, orchestration pipelines, and deterministic business rule engines that interface with Customer Infrastructure.
• "Adesha Application" means the proprietary native client software suite provided by MudraForge for mobile devices (Android on Google Play, and upcoming on iOS) and desktop operating systems (Windows, macOS, Linux, and portal builds), serving as the internal supervisory workstation for operational reviews, one-tap approvals, and file management. Adesha is strictly a native client application and does not operate as an unauthenticated web browser dashboard.
• "Customer-Facing WhatsApp Deployment Service" means the turnkey integration service deployed by MudraForge that connects external end-customers via Meta's WhatsApp Business Cloud API directly into Customer's designated backend infrastructure through the Cloud Runtime.
• "Customer Infrastructure" means Customer's existing software systems, including enterprise resource planning (ERP) platforms, customer relationship management (CRM) software, relational or document databases, accounting software, and internal APIs.
• "Customer Data" means all proprietary data, trade secrets, customer records, database contents, documents, images, voice recordings, and text submitted to or processed through the Services by Customer or its end-customers.
• "Authorized Managers" means individual employees, directors, or contractors designated by Customer with supervisory administrative authority within the Adesha application to approve high-consequence business actions.
• "User Personal Workspace (VFS)" means the cryptographically isolated virtual file system allocated to each individual user within the Adesha workstation, serving as the user's sovereign personal working space protected from unauthorized administrative intrusion, and shielding user data from third-party AI exposure.
• "Order Form" means a mutually executed commercial ordering document, sprint blueprint, or scope quotation specifying the deployment deliverables, subscription fees, and project parameters.

3. Service Architecture & The Three Pillars

The Services are provided as a unified enterprise architecture operating under a single commercial license:

• Pillar I — The MudraForge Cloud Runtime: The backend computational and security substrate that orchestrates agent workflows, executes context retrieval, validates system safety limits, and manages safe, authenticated connections to Customer Infrastructure with zero direct database exposure.
• Pillar II — Adesha (The Internal Management Workstation): The dedicated, authenticated native client application used exclusively by Customer's internal staff, executives, and Authorized Managers to monitor operational pipelines, review pending decision cards, execute one-tap approvals, and manage workspace files.
• Pillar III — The Customer-Facing WhatsApp Deployment Service: The turnkey front-end conversational deployment bridging Customer's existing backend systems to external end-customers over WhatsApp. External end-customers submit inquiries, place orders, and receive support via text and Indic voice notes, while internal staff manage governance exclusively via Adesha.

4. License Grant & Scope of Use

Subject to Customer's continuous compliance with this Agreement and timely payment of applicable fees:

• Commercial License: MudraForge grants Customer a non-exclusive, non-transferable, non-sublicensable commercial license during the applicable term to access and utilize the Cloud Runtime and deploy the Adesha application across Customer's authorized workstations and mobile devices solely for Customer's internal business operations.
• Customer-Facing Deployment Right: Customer is granted the right to make the deployed WhatsApp AI interface available to its external clients, buyers, and service users as an automated customer-service touchpoint connected to Customer Infrastructure.
• User Segmentation: Internal employees and managers shall utilize Adesha and Customer Infrastructure for operational workflows. Customer acknowledges that WhatsApp is deployed strictly as an external customer ingress and not as the primary interface for internal workforce task execution.

5. Acceptable Use Policy & Security Restrictions

Customer agrees to use the Services strictly within lawful, professional bounds and agrees not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, architecture, or underlying algorithms of the Cloud Runtime or Adesha application.
• Bypass, alter, or tamper with deterministic safety limits, spending ceilings, commercial margin floors, or invariant rules enforced by the Cloud Runtime.
• Submit, transmit, or induce the AI to process queries containing malicious code, hidden exploit scripts, adversarial prompt injections, or unauthorized automated vulnerability scans.
• Use the Services to generate spam, conduct deceptive or fraudulent schemes, impersonate third-party entities, or transmit obscene, libelous, or unlawful material under Indian law.
• Violate Meta Platforms, Inc. policies, including the WhatsApp Business Messaging Policy and Meta Developer Terms. MudraForge reserves the right to suspend any deployment immediately if Meta flags Customer's WhatsApp line for abusive or non-compliant broadcasting.

6. Operational Governance & Human-in-the-Loop Authority

MudraForge enforces a strict human-authority architecture to ensure automated systems never take unauthorized real-world actions:

• Mandatory One-Tap Approval Gate: Routine tasks (e.g., answering customer FAQs, parsing documents, preparing draft summaries) execute autonomously. Consequential business actions (e.g., executing financial transfers, modifying vendor bank details, altering live ERP ledger records, or issuing commercial commitments) pause automatically and are routed to Authorized Managers via Adesha.
• Legal Effect of Manager Approvals: When an Authorized Manager taps "Approve" within the Adesha application, that approval constitutes an official, legally binding operational instruction issued by Customer. Customer assumes sole and exclusive operational and commercial responsibility for all business actions executed pursuant to manager approvals.
• Instant Emergency Stop Authority: Customer's Authorized Managers retain the unilateral authority to trigger an immediate Emergency Freeze from within Adesha. Activating Emergency Stop instantly halts all active reasoning cycles, suspends autonomous tool executions, and safely pauses inbound customer messaging without corrupting pending data.
• Tamper-Evident Audit Ledgers: Every decision proposal, invariant rule verification, manager approval timestamp, and tool execution parameter is cryptographically logged in an immutable audit ledger to provide a complete chain of custody for enterprise governance.

7. Customer Responsibilities & End-Customer Consents

Customer represents, warrants, and covenants that:

• Statutory Consent & DPDP Compliance: Because WhatsApp operates as a customer-facing deployment connected to Customer's business systems, Customer is solely responsible for securing all requisite notices, legal bases, and explicit opt-in consents from its external customers as mandated by the Digital Personal Data Protection (DPDP) Act, 2023 and applicable telecommunication regulations.
• Infrastructure Integrity: Customer is solely responsible for maintaining the security, access controls, backups, and network integrity of its own Customer Infrastructure, databases, and API keys connected to the Services.
• Account Security: Customer is responsible for safeguarding all operator credentials, Adesha device installations, and multi-factor authentication devices assigned to its Authorized Managers.

8. Intellectual Property, User Personal Workspaces & AI Data Safety

The parties agree to clear, unambiguous ownership and privacy boundaries:

• Customer Data Ownership: As between Customer and MudraForge, Customer retains sole, exclusive, and unencumbered ownership of, and all intellectual property rights in and to, all corporate Customer Data, proprietary databases, and final business deliverables created specifically for Customer under an Order Form. MudraForge claims zero proprietary rights in Customer Data.
• User Personal Workspace (VFS) & Privacy: Each individual user operating within the Adesha workstation is provisioned a cryptographically isolated Virtual File System (VFS) partition representing their personal working space. An enterprise organization cannot arbitrarily inspect or claim ownership over an individual user's private personal working notes and drafts without proper authorization.
• Third-Party AI Protection & Sovereignty: Modern knowledge workers frequently face severe data privacy risks when utilizing consumer third-party AI chatbots. MudraForge's VFS architecture ensures that sensitive user and business data remains fully protected within our sovereign perimeter. Under our binding architecture, user data processed with AI tools is completely shielded from third-party data harvesting.
• Binding Zero AI Model Training Covenant: MudraForge expressly covenants that Customer Data, user personal workspace files, proprietary documents, business communications, and voice notes will NEVER be used, shared, or retained to train, fine-tune, or evaluate public foundation AI models by MudraForge or any of its sub-processors.
• MudraForge Technology Ownership: MudraForge retains all right, title, and interest, including all patent, copyright, trademark, trade secret, and other intellectual property rights, in and to the Cloud Runtime, the Adesha application, code frameworks, orchestration logic, deterministic security boundaries, and architectural blueprints.

9. Virtual File System (VFS) Architecture & Statutory Retention

To balance personal privacy, corporate governance, and data minimization, storage within the platform is governed by clear architectural partitions:

• User Personal Vault: Dedicated persistent storage within the user's personal VFS partition reserved for individual working files, master documents, and active projects. Content in the User Personal Vault enjoys permanent protection against automated cleanup routines and is retained for the active duration of the user's account.
• Temporary Workspace: Ephemeral scratchpad storage reserved for daily automated drafts, intermediate spreadsheets, and transitory customer media. Content in this partition is subject to an automated 90-day time-to-live (TTL), after which it is permanently scrubbed unless explicitly saved by the user.
• Mandatory 7-Year Statutory Audit Retention: Pursuant to Section 8(7) of the DPDP Act, 2023, Rule 3(1)(h) of the IT Intermediary Rules, 2021, and corporate record-keeping mandates under the Companies Act, 2013, MudraForge preserves tamper-evident compliance audit logs of formal business executions and Authorized Manager approvals for a mandatory period of seven (7) years. Because this preservation is required by statutory law for forensic accountability and anti-fraud enforcement, compliance audit ledgers are legally exempt from data erasure requests.

10. Fees, Invoicing & Payment Terms

• Implementation & Subscription Fees: Customer agrees to pay the fees set forth in the applicable Order Form, comprising fixed-scope implementation sprint fees ("The Forge") and recurring monthly maintenance and monitoring fees ("Operational Pulse / AMC").
• Invoicing & Payment: Invoices are issued electronically and are payable within thirty (30) calendar days of the invoice date. All fees are denominated in Indian Rupees (INR) unless specified otherwise in an Order Form.
• Taxes: All fees are exclusive of applicable Indian Goods and Services Tax (GST), which shall be charged at the statutory rate and displayed separately on tax invoices.
• Late Payment Remedies: Any undisputed overdue amounts will accrue interest at the rate of 1.5% per month or the maximum rate permitted by Indian law, whichever is lower. MudraForge reserves the right to suspend active runtime services upon ten (10) days' written notice if invoices remain unpaid past the due date.

11. Confidentiality & Non-Disclosure

Each party ("Receiving Party") agrees that all technical, business, financial, and operational information disclosed by the other party ("Disclosing Party") under this Agreement constitutes confidential information ("Confidential Information").

The Receiving Party shall exercise at least the same degree of care it uses to protect its own confidential materials (and not less than a reasonable standard of care) to prevent unauthorized disclosure of Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the Receiving Party without confidentiality restrictions; or (c) is independently developed without reference to the Disclosing Party's Confidential Information. Disclosures compelled by court order or applicable regulatory authorities are permitted, provided prompt written notice is given where legally permissible.

12. Service Level Agreement (SLA) & Platform Dependencies

• Uptime Target: MudraForge targets a 99.9% monthly service availability for the Cloud Runtime and Adesha authentication services, excluding scheduled maintenance windows announced at least 48 hours in advance.
• Third-Party Dependencies: Customer expressly acknowledges that the Customer-Facing WhatsApp Deployment Service relies on the WhatsApp Business Cloud API operated by Meta Platforms, Inc., and that cloud hosting relies on infrastructure providers (including Cloudflare and MongoDB). MudraForge shall not be held liable for service interruptions, network latency, delivery delays, or policy modifications caused directly by Meta Platforms, Inc. or telecommunications carrier disruptions beyond MudraForge's reasonable control.

13. Warranties & Assistive AI Disclaimer

• Mutual Warranty: Each party warrants that it has full legal power, corporate authority, and capacity to enter into and perform its obligations under this Agreement.
• Deterministic Rule Warranty: MudraForge warrants that its deterministic code rules, spending limits, and permission gates will strictly enforce Customer's configured boundary constraints and will prevent unauthorized autonomous actions exceeding those thresholds.
• Assistive AI & Output Disclaimer: Customer understands and acknowledges that natural language generation produced by large language models is assistive, probabilistic, and non-deterministic. While hard software guardrails prevent unauthorized tool execution, MudraForge does not warrant that AI-generated linguistic text, summaries, or drafts are completely free of factual error. Customer is solely responsible for reviewing and verifying all critical text outputs before commercial reliance.
• General Disclaimer: Except as expressly provided herein, the Services are provided on an "AS IS" and "AS AVAILABLE" basis, and MudraForge disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability or fitness for a particular purpose.

14. Indemnification

• Customer Indemnification: Customer shall defend, indemnify, and hold harmless MudraForge and its officers, directors, and employees from and against any third-party claims, liabilities, damages, and legal expenses arising out of: (a) Customer Data; (b) Customer's failure to obtain statutory consent from end-customers for WhatsApp communications; or (c) Customer's breach of Section 5 (Acceptable Use Policy).
• MudraForge IP Indemnification: MudraForge shall defend and indemnify Customer against any third-party claim alleging that Customer's authorized use of the Cloud Runtime or Adesha application directly infringes a registered Indian patent or copyright, provided Customer gives prompt written notice of the claim and grants MudraForge sole control over the defense and settlement.

15. Limitation of Liability

• Exclusion of Consequential Damages: To the maximum extent permitted by Indian law, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, loss of business goodwill, or loss of operational data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
• Aggregate Liability Ceiling: In no event shall either party's total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, exceed the total fees actually paid by Customer to MudraForge under the applicable Order Form during the twelve (12) month period immediately preceding the event giving rise to liability.

16. Term, Suspension & Termination

• Term: This Agreement commences on the effective date of Customer's first Order Form and continues until all active Order Forms have expired or been terminated in accordance with these Terms.
• Termination for Cause: Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the thirty-day notice period. MudraForge may suspend or terminate services immediately in the event of an active security threat, severe AUP breach, or lawful order by a regulatory authority.
• Post-Termination Data Portability: Upon termination or expiration of this Agreement, Customer shall have a period of thirty (30) calendar days to request and export its Customer Data, database artifacts, and compliance audit logs. Following this 30-day export window, MudraForge shall securely delete or de-identify operational instances of Customer Data, preserving only statutory compliance records mandated under Section 8(7) of the DPDP Act, 2023.

17. Dispute Resolution & Governing Law

• Governing Law: This Agreement and any dispute or claim arising out of or related to it shall be governed by and construed in accordance with the substantive laws of India, without regard to conflict of law principles.
• Informal Negotiation: In the event of any controversy or dispute, the parties shall first attempt in good faith to resolve the matter through senior executive negotiations for a period of not less than thirty (30) days.
• Arbitration: Any dispute that remains unresolved following informal negotiation shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Biswanath, Assam, India, and proceedings shall be conducted in the English language.
• Exclusive Jurisdiction: Subject to the arbitration clause above, the courts of competent jurisdiction located in Biswanath, Assam, India shall have exclusive jurisdiction over any legal proceedings arising under this Agreement.

18. General Contract Provisions

• Entire Agreement: This Agreement, together with any executed Order Forms and our Privacy Policy, constitutes the entire agreement between the parties regarding the Services and supersedes all prior proposals, understandings, or representations.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
• Force Majeure: Neither party shall be liable for non-performance or delay caused by events beyond its reasonable control, including acts of God, strikes, power grid failures, governmental regulations, pandemics, or telecommunications outages.
• Official Legal Notices: All formal legal notices under this Agreement must be sent in writing to MudraForge at [email protected] or to Customer's designated administrative email set forth in the Order Form.