Narion Research Technologies (hereinafter "Narion") is an individual business and sole proprietorship owned and operated by a single natural person (the "Proprietor"), conducting business under the trade name "Narion Research Technologies." Narion is not a company, corporation, limited liability partnership, trust, or any other registered legal entity, and references to "Narion" throughout this Agreement refer to the individual sole proprietor operating under this trade name. Narion specializes in the development, deployment, and maintenance of proprietary quantitative research platforms and operates exclusively as a research and information services provider. Narion does not engage in the business of investment advising, portfolio management, brokerage, or any other activity regulated under the Securities and Exchange Board of India Act, 1992, or any analogous statute. All contractual obligations, rights, and liabilities of "Narion" under this Agreement are the direct obligations, rights, and liabilities of the Proprietor in their individual capacity.

The User, by undertaking any form of access to or interaction with the Platform, whether active or passive, whether intentional or incidental, whether for a limited trial period or under a formal subscription, becomes a party to this Agreement and assumes all obligations, responsibilities, and liabilities prescribed herein.

This Agreement is formed and becomes legally binding upon the earliest occurrence of any of the following events:

• The User's affirmative act of clicking any button, checkbox, hyperlink, or interface element expressing agreement, such as "I Agree," "Accept," "Confirm," "Sign Up," "Register," "Subscribe," or any functionally equivalent action;
• The User's completion of account registration on the Platform, regardless of whether a subscription is thereafter activated;
• The User's access to, browsing of, or interaction with any portion of the Platform, including but not limited to any publicly accessible pages, trial features, or demonstration environments;
• The User's submission of any data, query, or request to the Platform or its associated APIs;
• The User's execution of any written agreement, service order, or contract that incorporates these Terms by reference.

The formation of this Agreement does not require a handwritten or electronic signature. Conduct constituting acceptance, as enumerated above, shall be legally sufficient under applicable Indian contract law, including the Indian Contract Act, 1872, and the Information Technology Act, 2000, and their amendments.

These Terms apply in their entirety to:

• All versions and iterations of the Platform, including web-based, mobile-based, and desktop-based interfaces;
• All APIs, programmatic data access endpoints, and developer tools provided by Narion;
• All data, analytics, visualizations, reports, alerts, and outputs generated or delivered by the Platform;
• All communications, correspondence, and support services provided by Narion in connection with the Platform;
• All third-party integrations, plugins, or extensions developed by or licensed to Narion and made available through the Platform.

Narion reserves the unilateral, unconditional, and absolute right to amend, supplement, modify, revise, or replace any provision of these Terms at any time, for any reason, with or without prior notice to the User, subject to the following minimum notification obligations:

• Where a modification materially diminishes a right or benefit previously afforded to the User, Narion shall endeavor to provide not less than fourteen (14) calendar days' advance notice by email or prominent notice on the Platform prior to the modification taking effect;
• Where a modification is necessitated by a change in applicable law, regulatory guidance, or judicial order, such modification shall take effect immediately and without prior notice;
• Where a modification is minor, typographical, or editorial in nature and does not alter the substantive legal rights or obligations of the parties, it may take effect immediately upon publication.

All modifications shall be published at Narion's official website. The User's continued use of the Platform following the publication of any modification shall constitute irrevocable acceptance of the amended Terms. The User is responsible for periodically reviewing these Terms to remain informed of any changes.

The following policies, as amended from time to time, are incorporated into and form an integral, inseparable part of this Agreement:

• Privacy Policy: Governing the collection, use, storage, processing, and disclosure of personal data and usage information;
• Acceptable Use Policy: Setting forth the behavioral, operational, and ethical standards applicable to Platform use;
• Cookie Policy: Describing the use of tracking technologies, including cookies, pixels, and similar mechanisms;
• Data Processing Addendum (where applicable): Governing the processing of personal data in compliance with applicable data protection legislation;
• API Usage Policy: Governing access to and use of Narion's programmatic interfaces;
• Subscription and Billing Policy: Governing pricing, payment, renewal, and refund procedures.

In the event of any inconsistency or conflict between these Terms and any incorporated policy, these Terms shall govern and control to the extent of such inconsistency unless the incorporated policy expressly states otherwise.

Narion operates and maintains a proprietary quantitative market intelligence and analytics platform (hereinafter the "Platform") that employs advanced computational methodologies, statistical algorithms, machine learning models, and high-frequency data processing frameworks to analyze financial market data and generate structured analytical outputs. The Platform ingests, processes, and transforms raw financial market data, including but not limited to:

• Limit order book data across multiple levels of depth;
• Trade flow information, including transaction timestamps, volumes, prices, and market impact metrics;
• Microstructure signals, including bid-ask spreads, order imbalance measures, and queue dynamics;
• Derived statistical features, including flow toxicity indicators, price impact estimators, and regime classification signals;
• Cross-asset correlation and relative value measures where applicable.

The Platform is designed to produce, and the User may receive, analytical outputs including but not limited to the following categories:

• Structural Market State Classifications: Probabilistic assessments of prevailing market microstructure conditions, including liquidity regime identification, order flow dynamics, and short-term directional bias indicators;
• Propagation Metrics: Statistical measures estimating the likelihood and magnitude of price movement propagation under various market structure conditions;
• Liquidity Behavior Indicators: Quantitative assessments of market depth, resilience, and execution quality across different time horizons and asset conditions;
• Statistical Outcome Distributions: Probabilistic forecasts and scenario analyses presented as distributional estimates rather than deterministic point predictions;
• Analytical Visualizations: Graphical representations, heatmaps, time-series plots, and dashboards designed to facilitate human interpretation of quantitative data;
• Research Datasets: Structured data exports suitable for further research, backtesting, or academic analysis.

The User expressly acknowledges and irrevocably accepts the following fundamental and non-waivable limitations inherent in the nature of the Platform and its outputs:

• Probabilistic, Not Deterministic: All outputs generated by the Platform are probabilistic and statistical in nature. They represent computational estimates derived from historical patterns and current market data. They do not represent, and should not be construed as, deterministic predictions, forecasts, or guarantees of future market outcomes.
• Subject to Error and Uncertainty: The Platform's models and algorithms operate within fundamental epistemic constraints. All statistical models are subject to model risk, data quality risk, regime change risk, overfitting, and other sources of structural and random error.
• Not Real-Time in All Circumstances: Certain Platform outputs may be subject to data latency, processing delays, transmission interruptions, or other technical limitations that may affect the timeliness of the information presented.
• Not a Substitute for Professional Judgment: The Platform is designed as a supplementary analytical tool for use by sophisticated market participants. It is not a substitute for independent professional judgment, expert analysis, or the exercise of diligence by qualified financial professionals.
• Markets Are Inherently Unpredictable: Financial markets are complex adaptive systems subject to rapid, discontinuous, and unpredictable changes driven by macroeconomic events, regulatory actions, market manipulation, liquidity crises, and other exogenous factors that cannot be anticipated, modeled, or reflected by any analytical system.

The Platform is designed and provided exclusively for research, informational, and educational purposes. Narion does not assume, and expressly disclaims, any fiduciary duty, advisory relationship, agency, or partnership with the User in connection with the User's access to or use of the Platform. Nothing in the Platform or these Terms shall be construed as creating any such relationship.

Narion Research Technologies is not a registered investment adviser under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013, or any analogous legislation in any jurisdiction. Narion does not, and is not authorized to, provide investment advice, investment recommendations, or portfolio management services of any kind. Nothing contained in or generated by the Platform constitutes, or should be construed as constituting, investment advice within the meaning of any applicable legislation.

The Platform and its outputs do not constitute financial advisory services. Narion does not represent itself as a financial planner, wealth manager, financial consultant, or any other species of financial adviser. The User acknowledges that Narion's Platform does not assess the User's financial situation, investment objectives, risk tolerance, liquidity requirements, tax circumstances, or any other personal financial attributes that would be necessary prerequisites to the provision of personalized financial advice.

No output of the Platform, whether presented in the form of a classification, metric, probability estimate, distribution, visualization, or narrative, constitutes a recommendation, suggestion, direction, or solicitation to buy, sell, hold, short, hedge, or otherwise transact in any financial instrument, including but not limited to equities, fixed income securities, derivatives, foreign exchange, digital assets, or commodities. The User shall not interpret any Platform output as a trading signal or trading recommendation, and Narion expressly disclaims any such interpretation.

Nothing contained in the Platform constitutes legal advice, tax advice, or advice of any other professional nature. The User should consult qualified and licensed legal counsel and tax advisers regarding any legal or tax questions arising from the User's investment activities, use of the Platform, or any other matter requiring professional expertise.

The User expressly acknowledges and agrees that:

• All trading, investment, and financial decisions are made independently and at the sole discretion and risk of the User;
• The User is solely responsible for conducting independent due diligence before engaging in any financial transaction;
• Narion shall bear no responsibility whatsoever for any financial loss, damage, liability, or adverse consequence arising from the User's decisions, whether or not such decisions were informed in whole or in part by the Platform's outputs;
• The User has sought or will seek independent professional advice appropriate to the User's specific circumstances and jurisdiction before undertaking any investment activity.

For the purposes of this Agreement, the following terms shall bear the meanings ascribed to them below, unless the context otherwise requires. The principal defined terms used throughout this Agreement include: "Agreement," "Terms," or "Terms of Service" referring to this document in its entirety; "Platform" referring to Narion's proprietary quantitative market intelligence and analytics platform; "User," "you," "your," or "Customer" referring to any individual, legal entity, or organization accessing the Platform; "Services" referring to all services, data, analytics, and outputs delivered by the Platform; "Confidential Information" referring to non-public, proprietary information disclosed by Narion; and "User Data" referring to data submitted by the User to the Platform.

In this Agreement: (a) references to the singular include the plural and vice versa; (b) references to any statute or statutory provision include any subsequent amendment, re-enactment, or replacement thereof; (c) the headings are for convenience only and shall not affect the interpretation of this Agreement; (d) the word "including" shall be construed as "including without limitation"; (e) references to "days" mean calendar days unless specified as "business days"; and (f) references to writing include electronic communications where accepted by the context.

The Platform is intended exclusively for use by individuals and entities possessing full legal capacity to enter into binding contractual obligations under applicable law. Access to and use of the Platform is strictly prohibited to any person who:

• Is below the age of eighteen (18) years, or below the age of majority in their jurisdiction of residence or operation, whichever is greater;
• Is under legal guardianship, curatorship, or any other form of legal incapacity that restricts their ability to enter into binding contracts;
• Has been determined by any court of competent jurisdiction to be legally incompetent for purposes of contracting.

The User represents and warrants that their access to and use of the Platform does not violate any law, regulation, or directive applicable in the User's jurisdiction of residence, citizenship, incorporation, or operation. The User is solely responsible for determining whether access to and use of the Platform is lawful in their jurisdiction and for ensuring compliance with all applicable laws, including without limitation laws governing financial information services, data protection, export controls, and anti-money laundering.

Narion makes no representation that the Platform is appropriate for use, or legally permissible, in all jurisdictions. The User explicitly acknowledges that Narion has no obligation to ensure that the Platform is accessible or compliant in any jurisdiction outside of India, and that access from certain jurisdictions may be restricted or prohibited at Narion's sole discretion.

By accessing or using the Platform, the User continuously represents and warrants to Narion that:

• The User possesses all requisite legal capacity, authority, and authorization to enter into, perform, and be bound by this Agreement;
• The User is not subject to any legal proceedings, regulatory actions, sanctions, or orders that would prevent or restrict the User's ability to use the Platform;
• The User is not a Politically Exposed Person (PEP) or an associate of a PEP in circumstances where such status would render the Platform unusable under applicable anti-money laundering or counter-terrorism financing laws;
• The User is not located in, organized under the laws of, or a national of any jurisdiction subject to comprehensive international sanctions;
• All information provided by the User to Narion in connection with the Platform is true, accurate, complete, and current;
• The User will promptly notify Narion of any change in circumstances that would render any of the foregoing representations or warranties inaccurate or incomplete.

Where the User is accessing the Platform on behalf of a corporation, partnership, limited liability company, trust, governmental body, or any other legal entity, the individual completing registration represents and warrants that: (a) they are duly authorized by such entity to enter into this Agreement and to bind such entity to all obligations herein; (b) such entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; and (c) the execution and performance of this Agreement does not violate any provision of such entity's constitutional documents, any applicable law, or any agreement to which such entity is a party.

Nothing in this Agreement shall be construed to exclude, restrict, limit, or waive any right or remedy to which the User is entitled as a consumer under the Consumer Protection Act, 2019 (India) or any other applicable consumer protection legislation. Where the User qualifies as a "consumer," the User retains, in full and without diminishment, all rights afforded to them under such legislation, including:

• The right to seek redressal for deficient services, unfair trade practices, or restrictive trade practices through competent consumer forums or courts;
• The right to information regarding the nature, quality, and terms of the Services being provided;
• The right to be protected against services that are hazardous to life and property;
• The right to lodge a complaint with the National Consumer Helpline (NCH) or before the District Consumer Disputes Redressal Commission, State Consumer Disputes Redressal Commission, or the National Consumer Disputes Redressal Commission, as appropriate;
• Any other right conferred by applicable consumer protection legislation that cannot be excluded by contract.

The Platform may be subject to export control laws and regulations of India and other jurisdictions. By accessing or using the Platform, the User represents, warrants, and covenants that they are not located in, incorporated under the laws of, or a national of any country subject to comprehensive trade sanctions, and that they are not identified on any list of prohibited or specially designated parties maintained by any governmental or regulatory authority.

Access to the full functionality of the Platform requires the creation of a registered user account. The User agrees that all information provided during the account registration process shall be accurate, complete, truthful, and current at all times. The User shall promptly update any such information to ensure its ongoing accuracy. Narion reserves the right to reject any account registration application at its sole and absolute discretion.

The User is solely and exclusively responsible for:

• Selecting strong, unique credentials for their account, including a password that meets Narion's minimum security requirements;
• Maintaining the strict confidentiality and security of all account credentials, including usernames, passwords, API keys, authentication tokens, and any other access credentials;
• Ensuring that their credentials are not shared with, disclosed to, or accessible by any third party;
• Implementing reasonable physical, technical, and administrative safeguards to protect their account and credentials from unauthorized access, theft, or compromise;
• Logging out of their account at the conclusion of each session, particularly when using shared or public devices.

All activities conducted through the User's account, whether or not authorized by the User, shall be deemed to have been performed by the User and shall be subject to this Agreement in full. Narion shall not be liable for any loss, damage, claim, or liability arising out of or related to the unauthorized use of the User's account.

The User agrees to immediately notify Narion in writing upon becoming aware, or reasonably suspecting, that their account credentials have been compromised, stolen, or otherwise subjected to unauthorized access. Narion shall endeavor to provide reasonable assistance to the User in securing their account following receipt of such notification.

Account registrations are personal to the User and are non-transferable. The User may not assign, transfer, sublicense, or otherwise convey their account or any rights thereunder to any third party. Where an enterprise subscription authorizes access by multiple named users, each authorized user must comply separately and fully with these Terms, and the primary account holder shall remain jointly and severally liable for all acts and omissions of authorized sub-users.

Subject to the User's strict and continuing compliance with all terms and conditions of this Agreement, and upon payment of all applicable fees in full and on time, Narion hereby grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use the Platform solely for the following Permitted Purposes:

• Internal business research and quantitative analysis conducted by the User's own personnel;
• Personal non-commercial research and educational inquiry;
• Development and back-testing of proprietary trading or analytical strategies for the User's internal use;
• Any other purpose expressly agreed to in writing by Narion prior to such use.

The license granted in Article 7.1 is subject to the following express restrictions. The User shall not, and shall not permit or enable any third party to, directly or indirectly:

• Access or use the Platform without valid authorization or in excess of the scope of the User's subscription;
• Copy, reproduce, duplicate, archive, or otherwise replicate any portion of the Platform's content, outputs, data, algorithms, models, or codebase;
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or proprietary methodologies of the Platform;
• Use automated bots, scrapers, crawlers, spiders, scripts, or any other automated tools to access, extract, collect, or harvest data from the Platform, except through officially sanctioned API access within authorized rate limits;
• Use the Platform or its outputs for commercial purposes, including data services, advisory services, or analytics products to third parties, without the express prior written consent of Narion;
• Redistribute, resell, sublicense, or otherwise make available the Platform or its outputs to any third party;
• Introduce, transmit, or permit any virus, worm, Trojan horse, ransomware, spyware, or other malicious code that may damage, interfere with, or disrupt the Platform;
• Circumvent, disable, override, or otherwise interfere with any authentication, encryption, access control, rate-limiting, or security mechanism implemented by Narion;
• Use the Platform for any unlawful, fraudulent, deceptive, defamatory, tortious, or otherwise prohibited purpose under applicable law.

All rights not expressly granted to the User under this Agreement are expressly reserved by Narion. The grant of the limited license in this Article shall not be construed as a waiver of any intellectual property right, contractual right, or any other right of Narion.

The User shall not, without Narion's express prior written consent, use the Platform or any of its outputs for: benchmarking against competing products; competitive intelligence development; public attribution of Platform outputs; or third-party marketing use of Narion's name or association. Any unauthorized benchmarking or public comparison shall constitute a material breach of this Agreement and may cause Narion irreparable harm, in respect of which Narion shall be entitled to seek injunctive relief.

Narion offers the Platform on a subscription basis, with access to specific features, data products, and analytical capabilities varying by subscription tier. Details of available subscription plans, including pricing, included features, data access levels, API rate limits, and other tier-specific terms, are set forth on Narion's official website and may be updated from time to time at Narion's sole discretion.

Subscription fees are payable in advance for the subscription period selected by the User. By subscribing to the Platform, the User expressly authorizes Narion and its designated payment processors to charge the subscription fee to the User's designated payment method on a recurring basis at the commencement of each subscription period until the subscription is validly terminated.

All subscriptions shall automatically renew at the end of the applicable subscription period for successive periods of equal duration, at the then-current subscription fee, unless the User cancels the subscription prior to the renewal date by the means specified in Narion's cancellation policy.

All subscription fees quoted are exclusive of applicable taxes, including Goods and Services Tax (GST), value-added tax (VAT), withholding taxes, or any other tax, levy, or duty imposed by any taxing authority. The User is solely responsible for paying all such taxes.

Except as expressly required by applicable law and subject to any applicable consumer protection regulations, all subscription fees paid by the User are strictly non-refundable, including in the event of cancellation prior to the end of the subscription period, failure to use the Platform, changes in the User's circumstances, or termination of this Agreement for breach by the User.

In the event that any payment due under this Agreement is not received by Narion on the due date, Narion reserves the right to:

• Suspend the User's access to the Platform, with or without prior notice, until all outstanding amounts are paid in full;
• Impose a late payment fee at the rate specified in Narion's Subscription and Billing Policy;
• Permanently terminate the User's subscription and account upon extended non-payment;
• Refer outstanding amounts to a debt collection agency or initiate legal proceedings for recovery.

Narion reserves the right to revise its subscription fees at its sole discretion. Where such changes increase the fees applicable to an existing subscription, Narion shall provide not less than thirty (30) days' written notice before the new pricing takes effect, and such new pricing shall apply from the commencement of the next renewal period.

All payment transactions are facilitated by independent third-party payment processors, which may include Razorpay, Stripe, Lemon Squeezy, PayU, Cashfree, or such other payment service providers as Narion may engage from time to time. Narion does not store, retain, or have access to the User's full payment card details. All billing disputes not resolved directly with the Payment Processor may be directed to support@narionresearch.com.

Narion may, at its discretion and subject to the User's subscription tier, provide programmatic access to certain Platform functionalities and data outputs through application programming interfaces (APIs). All API access is subject to these Terms in addition to any API-specific terms and technical documentation published by Narion.

API access is conditioned upon the use of valid API keys issued by Narion upon account registration. The User shall maintain the strict confidentiality of all API keys and shall not embed API keys in publicly accessible code repositories, client-side applications, or any other medium accessible to third parties. Each subscription tier is subject to defined rate limits governing the volume, frequency, and type of API requests.

Without limiting the generality of Article VII, the User shall not use API access for:

• Redistribution or resale of API-sourced data to third parties, whether directly or through an intermediary platform;
• Creation or maintenance of a competing data product, analytics service, or market intelligence platform that incorporates or is derived from Narion's API outputs;
• Aggregation of data across multiple accounts or API keys to circumvent tier-based limitations;
• Any use that violates applicable financial data regulations, exchange data license agreements, or market data redistribution restrictions.

Narion reserves the right to monitor all API usage for compliance with these Terms, including automated monitoring of request volumes, patterns, and endpoints accessed. Narion may, without prior notice, impose additional rate limits, suspend API access, or terminate API credentials where Narion reasonably determines that such action is necessary to protect the integrity, performance, or security of the Platform.

The User retains all rights, title, and interest in and to any data, information, or content submitted, uploaded, or transmitted to the Platform by the User ("User Data"). Nothing in this Agreement shall be construed as transferring ownership of User Data to Narion. The User hereby grants Narion a worldwide, non-exclusive, royalty-free license to use, process, store, copy, transmit, and analyze User Data to the limited extent necessary to perform the Services and fulfill Narion's obligations under this Agreement.

Narion processes personal data in accordance with its Privacy Policy, which is incorporated herein by reference. Where Narion processes personal data on behalf of the User, and where applicable data protection legislation requires it, the parties shall enter into a separate Data Processing Addendum setting forth the respective obligations and liabilities of each party as data controller and data processor.

Narion collects and processes information about the manner in which the User accesses and uses the Platform ("Usage Data"), including query patterns, feature utilization, session duration, error logs, and performance metrics. Narion may use Usage Data, in anonymized and aggregated form, for purposes including improving the Platform, developing new features, conducting internal research, benchmarking performance, and fulfilling regulatory reporting obligations. Usage Data used for the above purposes shall not identify the User personally.

Narion employs commercially reasonable technical, organizational, and administrative security measures designed to protect User Data and Platform data from unauthorized access, disclosure, alteration, destruction, or loss. These measures may include encryption of data in transit and at rest, role-based access controls, audit logging, vulnerability assessments, and intrusion detection systems. No security system is impenetrable, and Narion does not guarantee absolute security of data.

Narion shall retain User Data and Usage Data for such periods as are necessary to fulfill the purposes described in this Agreement and as required by applicable law. Upon termination or expiry of the User's subscription, Narion shall retain User Data for a reasonable transition period not exceeding ninety (90) days, following which Narion may delete or anonymize User Data in accordance with its data retention policy.

The Platform, including all of its constituent elements, is the exclusive proprietary property of Narion Research Technologies. All intellectual property rights in and to the Platform, including without limitation all patents, copyrights, trademarks, service marks, trade names, database rights, trade secrets, know-how, proprietary algorithms, machine learning models, statistical methodologies, data structures, source code, object code, documentation, and any other proprietary rights, are and shall remain vested exclusively in Narion. The User acquires no intellectual property rights of any kind in the Platform by virtue of this Agreement.

"Narion Research Technologies," "Narion," and all associated logos, brand marks, service names, and visual identifiers are proprietary trademarks and service marks of Narion. The User is expressly prohibited from using any Narion trademark, service mark, or trade name in any manner without Narion's express prior written consent.

The User agrees to hold all Confidential Information in strict confidence, not to use it for any purpose other than evaluating or using the Platform, and not to disclose it to any third party without Narion's prior written consent. The obligations of this Article shall survive the termination or expiry of this Agreement for a period of five (5) years, and shall survive indefinitely with respect to any Confidential Information that constitutes a trade secret under applicable law.

If the User provides Narion with any feedback, suggestions, ideas, recommendations, or enhancement requests concerning the Platform, the User hereby grants Narion an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, and freely sublicensable license to use, reproduce, modify, adapt, publish, and incorporate such Feedback into the Platform or any other product or service, without any obligation of compensation, attribution, or accounting to the User.

The User expressly acknowledges that financial market data and analytics are inherently subject to risks of error, omission, corruption, latency, and market discontinuity. Narion makes no warranty that the data sources used by the Platform are free from errors, and Narion shall not be liable for any inaccuracy in the underlying data provided to the Platform by third-party data providers.

The Platform may integrate with or rely upon third-party services, data providers, cloud infrastructure, or other external resources that are not under Narion's control. Narion makes no warranty as to the performance, availability, or accuracy of any third-party service and shall not be liable for any failure, degradation, or error attributable to a third-party service provider.

Nothing in this Agreement shall exclude or limit Narion's liability to the extent that applicable law prohibits such exclusion or limitation, including with respect to: fraud or fraudulent misrepresentation; liability for death or personal injury caused by Narion's negligence; or any other liability that cannot be excluded or limited under applicable law.

The parties acknowledge that the limitations of liability set forth in this Article reflect a reasonable allocation of risk between sophisticated commercial parties and that Narion would not enter into this Agreement or provide access to the Platform in the absence of such limitations. The subscription fees paid by the User reflect and are proportional to the allocation of risk contemplated herein.

The User agrees to defend, indemnify, and hold harmless Narion Research Technologies and each of its past, present, and future directors, officers, employees, agents, contractors, licensors, successors, and assigns from and against any and all claims, demands, actions, proceedings, suits, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) incurred in connection with or arising out of:

• The User's breach of any provision, representation, warranty, or covenant contained in this Agreement;
• The User's use or misuse of the Platform or any data or output obtained therefrom;
• The User's violation of any applicable law, regulation, or order;
• The User's infringement of any intellectual property right, privacy right, confidentiality obligation, or other right of any third party;
• Any claim by a third party arising from the User's reliance on or use of the Platform's outputs in connection with any financial transaction, investment decision, or advisory service;
• The User's gross negligence or wilful misconduct.

Narion shall promptly notify the User in writing of any claim for which indemnification is sought. The User shall assume control of the defense and settlement of any such claim, provided that Narion shall have the right to participate in the defense with counsel of its choosing, and the User shall not settle any claim on terms that impose any obligation or liability on any Narion Indemnitee without Narion's prior written consent.

The User may terminate this Agreement at any time by cancelling their subscription through the account management interface and ceasing all use of the Platform. Termination shall take effect at the end of the current subscription period. Narion is not obligated to refund any subscription fees paid in respect of any period following termination, except as required by applicable law.

Narion reserves the right, at its sole discretion and without prior notice, to immediately terminate or suspend the User's access to the Platform upon the occurrence of any of the following events:

• The User's material breach of any provision of this Agreement, including failure to pay subscription fees;
• The User's violation of any applicable law or regulation;
• The User's engagement in any activity that Narion reasonably determines poses a risk to the security, integrity, or reputation of the Platform;
• The initiation of insolvency, bankruptcy, liquidation, or similar proceedings against or by the User;
• Any regulatory directive or governmental order requiring Narion to discontinue services to the User;
• Any fraudulent, abusive, or unlawful conduct by the User in connection with the Platform.

Upon termination or expiry of this Agreement for any reason: all licenses granted to the User shall immediately and automatically terminate; the User shall immediately cease all access to and use of the Platform and destroy or return any Confidential Information; all accrued payment obligations of the User shall remain due and payable in full; and all provisions of this Agreement that by their nature should survive termination, including Articles XI, XIII, XIV, XVI, and XVII, shall survive and remain in full force and effect.

Narion shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused directly or indirectly by a Force Majeure Event, being any event or circumstance beyond Narion's reasonable control, including but not limited to:

• Acts of God, including earthquakes, floods, hurricanes, tornadoes, and other natural disasters;
• Acts of war, armed conflict, invasion, insurrection, terrorism, civil unrest, or riot;
• Pandemic, epidemic, or any other public health emergency declared by a competent authority;
• Governmental actions, embargoes, sanctions, trade restrictions, or regulatory orders;
• Widespread failure of internet infrastructure, telecommunications networks, or electrical power grids;
• Cyberattacks, distributed denial of service (DDoS) attacks, or other malicious acts of third parties affecting Narion's infrastructure;
• Failure of third-party data providers, cloud service providers, or other key service providers.

Where a Force Majeure Event occurs, Narion shall use commercially reasonable efforts to notify the User of the occurrence and expected duration of the Force Majeure Event as soon as practicable, and to mitigate the impact on the provision of the Services. If a Force Majeure Event continues for a period exceeding ninety (90) consecutive days, either party may terminate this Agreement upon written notice to the other party without liability, except for amounts already due and payable.

This Agreement, and any dispute, controversy, or claim arising out of or relating to this Agreement, its subject matter, or its formation (including non-contractual disputes or claims), shall be governed by and construed in all respects in accordance with the laws of the Republic of India, without regard to its conflict of law principles or provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

The parties agree that, prior to initiating any formal legal proceedings, they shall attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through amicable negotiation between senior representatives of the parties. Either party may initiate this process by providing written notice to the other party specifying the nature of the dispute in reasonable detail. The parties shall have a period of thirty (30) days from the date of such notice to resolve the dispute through negotiation.

Subject to Article 17.2, the parties irrevocably submit to the exclusive jurisdiction of the courts located in New Delhi, India for the resolution of all disputes, controversies, or claims arising out of or relating to this Agreement. The parties waive any objection to the exercise of jurisdiction by such courts on grounds of inconvenient forum, lack of jurisdiction, or any similar ground.

Notwithstanding anything to the contrary in this Article, either party shall be entitled to seek interim or injunctive relief from any court of competent jurisdiction to prevent the infringement of intellectual property rights, breaches of confidentiality, or other irreparable harm, without the need to comply with the amicable resolution procedure in Article 17.2.

This Agreement, together with all policies incorporated by reference and any written addenda or amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all prior agreements, representations, negotiations, understandings, and communications, whether written or oral, between the parties with respect to the subject matter hereof.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the intent of the parties. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.

No failure or delay by Narion in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy.

The User may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of the User's rights or obligations hereunder without Narion's express prior written consent. Narion may freely assign this Agreement and its rights and obligations hereunder to any affiliate, successor, or acquirer of all or substantially all of Narion's business assets, without requiring the User's consent. Any purported assignment by the User in violation of this provision shall be null and void.

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, registered post with return receipt requested, recognized international courier, or electronic mail (where a read receipt or express confirmation of receipt is obtained). Notice shall be deemed given upon actual receipt in the case of personal delivery; three (3) business days after posting in the case of registered post; one (1) business day after dispatch in the case of recognized courier; or upon confirmation of receipt in the case of electronic mail.

The parties are independent contractors. Nothing in this Agreement shall create, or be deemed to create, any partnership, joint venture, agency, franchise, fiduciary relationship, or employment relationship between the parties. Neither party has any authority to bind the other party contractually or to create any obligation on behalf of the other party.

The Article and section headings used in this Agreement are for convenience of reference only and shall not affect the construction, interpretation, or enforceability of any provision.

This Agreement is executed in the English language. In the event that any translation of this Agreement is prepared for any reason, the English language version shall prevail in all respects.

The parties agree that this Agreement and all notices and other communications given under it may be entered into, signed, and given by electronic means. Electronic records generated in connection with this Agreement shall be as valid as paper-based records and shall be fully admissible as evidence in legal proceedings to the extent permitted by applicable law, including the Information Technology Act, 2000.

Except as expressly provided in Article XIV, this Agreement does not create any rights in favor of any person who is not a party to it. Third parties shall have no right to enforce any provision of this Agreement.

For all notices, queries, complaints, or communications pertaining to this Agreement or the Platform, the User may contact Narion Research Technologies through the following channels:

In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and other applicable legislation, Narion has designated a Grievance Officer for the purpose of receiving and resolving any complaints or concerns raised by Users. The details of the Grievance Officer, including name, contact information, and response timelines, are published on Narion's official website and may be updated from time to time.