Independent Contractor Agreement

This Agreement is issued by the Company as an offer and becomes effective on the date on which the Contractor signs and submits the executed copy through a submission channel officially designated by the Company (the “Effective Date”).

See also Section 1.5 below, which confirms that completing the acceptance action specified during onboarding is one such officially designated submission channel.

The Contractor’s signed submission constitutes acceptance of the Company’s offer. A separate Company signature or countersignature, or the provision or continuation of project access after submission, shall not be a condition precedent to the validity or effectiveness of this Agreement.

BY AND BETWEEN Caudal AI Labs Pvt. Ltd., operating through its AirDawg Labs brand, project, or operational layer, having its principal place of business in India (the "Company");

and

the individual identified in the acceptance record for this Agreement (the "Contractor").

Each is a "Party" and together the "Parties".

1. Engagement and Independent Status

1.1 The Company engages the Contractor to provide project-based services on a non-exclusive, independent-contractor basis.

1.2 Nothing in this Agreement creates employment, partnership, joint venture, agency, fiduciary duties, or entitlement to employment benefits. The Contractor shall not represent themselves as an employee or authorised agent.

1.3 The Contractor controls how the Services are performed, subject to applicable project instructions, quality standards, security controls, deliverables, and timelines. Unless agreed otherwise, the Contractor shall use their own equipment and shall not be subject to fixed working hours.

1.4 Eligibility, Capacity, and Academic Qualifications

The Contractor represents and warrants that:

(a) they have attained at least eighteen (18) years of age and any higher age required for contractual capacity under the law applicable to them;

(b) unless otherwise agreed in writing by the Company for a particular engagement, role, project, or category of Services, they have either:

(i) completed a recognised bachelor’s degree or higher qualification in Engineering or Technology with a background, major, specialisation, or substantial academic coursework in Computer Science, Information Technology, Software Engineering, Artificial Intelligence, Machine Learning, Data Science, Cybersecurity, or another closely related technical discipline accepted by the Company; or

(ii) are currently enrolled in the final academic year or final semester of such a degree and are reasonably expected to graduate upon successful completion of the remaining academic requirements;

(c) all educational, identity, enrolment, graduation, and qualification information or documents supplied by them are genuine, accurate, current, and complete;

(d) they shall provide reasonable documentary proof of age, enrolment, academic status, graduation, or qualifications where requested for onboarding, background verification, Client requirements, or compliance purposes; and

(e) they have legal capacity to enter into this Agreement, are not restricted from lawfully performing the Services, and shall obtain any approval, disclosure, consent, or no-objection confirmation required from an employer, educational institution, regulator, or other relevant person before commencing the affected Services.

1.5 Acceptance and Effective Date

Notwithstanding the submission channel described in the preamble, the Contractor may also execute this Agreement by completing the acceptance action specified by the Company during onboarding, including a click-to-accept or checkbox action taken together with acceptance of the Company's Terms of Service, at the point in the onboarding process designated by the Company for the review and acceptance of this Agreement. Such action constitutes the Contractor's signature and submission of this Agreement for all purposes under this Agreement, and the date of that action is the Effective Date.

Acceptance of this Agreement during onboarding is independent of, and precedes, the Company's acceptance of the Contractor onto the platform and the assignment of any Task. The obligations in Sections 2, 3, 4, 5A, and 7 that relate to a specific Task, Service, or engagement apply only once, and to the extent, the Contractor is accepted as a contributor and is assigned or performs the relevant Task or Service. This Section 1.5 does not limit the Contractor's obligations under Section 5 (Intellectual Property and Confidentiality), Section 6 (Background Verification, Personal Data, and Aadhaar), or the NDA, which apply from the Effective Date.

2. Services, Tasks, and Client

2.1 The Services may include AI evaluation, benchmarking, dataset preparation, annotation, validation, task creation or review, quality assurance, model-output assessment, research, documentation, and related project work.

2.2 A "Task" means any assignment, deliverable, review, adjudication, annotation, validation, evaluation, dataset contribution, quality check, research item, or other project activity assigned or made available through a Company-authorised channel.

2.3 "Client" means any customer, end-client, project sponsor, contracting entity, platform operator, beneficiary, authorised vendor, or other person for whose project, dataset, benchmark, workstream, or commercial requirement the Company provides or coordinates Services, whether or not its identity is disclosed.

2.4 Services are subject to Company and, where applicable, Client review and acceptance. Work that does not meet the requirements applicable when performed may be rejected, returned, or revised.

3. Compensation, Invoicing, and Payment

3.1 Compensation shall be calculated on a Task, milestone, project, or other basis communicated by the Company. No minimum work, duration, hours, or compensation is guaranteed.

3.2 Before work begins, the Company shall make reasonably available the applicable compensation basis, material submission and acceptance requirements, and prohibited or restricted tools. Material changes apply prospectively after communication and shall not retrospectively reduce compensation earned for accepted work.

3.3 Compensation is payable only for work reviewed, validated, accepted, and determined eligible for payment. Submission, completion, platform status, preliminary review, invoice submission, or prior payment of similar work does not by itself create an unconditional entitlement.

3.4 The Contractor shall submit a valid invoice for approved work in the required form and timeline. It shall state the gross approved amount and shall not deduct tax at source.

3.5 Payment Processing and Audit Period Following the close of each applicable payout cycle, the Company may conduct an audit, validation, reconciliation, quality review, Client review, identity verification, or compliance review for a minimum period of seven (7) calendar days.

Approved and undisputed compensation shall ordinarily be processed within fourteen (14) calendar days after the applicable payout cycle closes, subject to:

(a) receipt and approval of a valid invoice;

(b) completion of applicable identity, PAN, tax, banking, payout, and compliance verification; and

(c) completion of the Company’s applicable validation and audit procedures.

Where only part of a payout is affected by an audit, investigation, Client validation issue, quality concern, conflict review, recovery claim, legal hold, payment-provider issue, or missing, inaccurate, or non-compliant information, the Company may withhold or delay the affected portion while processing any independently approved and undisputed portion.

Where an audit, validation, investigation, or review remains ongoing after fourteen (14) calendar days, the Company may continue to withhold the reasonably affected amount until the review is completed. The Company shall ordinarily complete the review, communicate the general outcome, and process any amount finally determined to be payable no later than thirty (30) calendar days after the applicable payout cycle closes.

The thirty-day deadline may be extended only to the extent payment or completion of the review is prevented or materially delayed by:

(a) applicable law, a court or regulatory direction, or a legal hold;

(b) suspected fraud, impersonation, coordinated abuse, evidence destruction, or a material security incident requiring extended investigation;

(c) a pending Client determination or third-party verification that the Company cannot reasonably complete independently;

(d) payment-provider, banking, or payment-network failure;

(e) force majeure; or

(f) missing, inaccurate, mismatched, misleading, unverifiable, or non-compliant information supplied by or on behalf of the Contractor.

Where an affected amount remains withheld beyond thirty (30) calendar days, the Company shall ordinarily provide the Contractor with a general status update and further updates at reasonable intervals, without being required to disclose evidence or information protected under Section 5A.

Once the applicable audit, investigation, restriction, or external impediment has concluded, any independently approved and undisputed amount shall be processed without unreasonable delay.

3.6 If Client acceptance is an express payment condition, it shall be communicated before the relevant work is performed.

3.7 Compensation shall be paid in the stated currency. The Company bears charges imposed by its originating bank or payment account; the Contractor bears recipient-bank, intermediary, and currency-conversion charges. Conversion occurs at the provider's rate when processed. No undisclosed internal processing fee shall be deducted.

4. Taxes, Identity, Payout Details, and Contractor Status

4.1 The Contractor is responsible for their tax returns, income disclosures, registrations, filings, duties, levies, and statutory obligations. The Company shall deduct tax at source where required by law, including under Section 194J of the Income Tax Act, 1961, or another applicable provision.

4.2 The person performing the Services, issuing the invoice, supplying identity and tax details, and receiving payment must be the same Contractor. Indian Contractors must use their own valid PAN and legally owned bank account, UPI ID, or approved payment account. International Contractors must use a legally owned payment method unless another lawful arrangement is approved in writing.

4.3 No parent, relative, spouse, friend, employer, company, or other third party's PAN, account, UPI ID, wallet, invoice, identity document, tax detail, or payment method may be used for the Contractor's work.

4.4 The Contractor represents that they personally perform the Services and that all identity, tax, banking, invoice, and payment information is genuine, accurate, current, complete, and legally theirs. They shall correct errors promptly and shall not conceal or shift income, evade tax, bypass verification, obtain duplicate payment, or misrepresent who performed the work.

4.5 The Company may pause onboarding, access, allocation, invoice approval, or payment until compliant information is provided. Delay caused by missing, inaccurate, mismatched, third-party, misleading, or unverifiable information is not Company default.

4.6 The Company may provide payment advice, remittance or payout confirmation, settlement statements, and, where legally required and available, Form 16A or other non-salary tax documentation. The Contractor remains responsible for returns, disclosures, TDS-credit claims, and final liability.

4.7 The Contractor is not an employee. No payment, TDS deduction, tax document, engagement confirmation, project-association letter, invoice, communication, or access credential creates employment. A Contractor engaged elsewhere remains responsible for third-party employment, moonlighting, disclosure, conflict, and confidentiality obligations.

5. Intellectual Property and Confidentiality

5.1 "Work Product" means every Task, submission, review, adjudication, annotation, validation, evaluation, dataset contribution, solution, report, analysis, code, test, document, design, prompt, output, improvement, derivative, and other deliverable created specifically for the Services.

5.2 Upon creation, the Contractor irrevocably assigns to the Company all worldwide right, title, and interest in the Work Product, including copyright and other intellectual-property rights, for their full legal term and all renewals, restorations, and extensions. This includes exclusive rights to reproduce, store, adapt, modify, translate, distribute, communicate, publish, commercialise, license, sublicense, transfer, integrate, and create derivatives in any medium. Compensation includes consideration for this assignment; no additional royalty is payable except where mandatorily required by law.

5.3 The assignment shall not lapse for non-exercise within one year or another period; no five-year or India-only default applies; and assignment of future Work Product takes effect when it comes into existence. To the extent permitted by law, the Contractor waives and shall not assert moral rights.

5.4 The Contractor retains demonstrably pre-existing code, tools, libraries, templates, methods, documentation, and know-how ("Pre-Existing Materials"). Such material shall not be incorporated where it would restrict Company use unless approved in writing. Approved Pre-Existing Materials are licensed to the Company and its Clients perpetually, worldwide, irrevocably, transferably, sublicensably, and royalty-free to the extent required to use the Work Product.

5.5 Relationship with the NDA and Project Addenda

Where the documents cannot reasonably be read consistently:

(a) a signed project-specific addendum shall prevail for the project to which it relates;

(b) the NDA shall prevail in relation to confidentiality, non-use, non-disclosure, permitted disclosure, return, and destruction of Confidential Information; and

(c) this Agreement shall prevail in relation to all other matters, including engagement status, Services, compensation, invoicing, payment eligibility, quality validation, verification, intellectual property, outside engagements, indemnity, limitation of liability, and termination.

Where no direct inconsistency exists, the documents shall apply cumulatively.

5A. Quality Integrity, Validation, Non-Acceptance, and Remedies 5A.1 A "Quality Integrity Breach" includes: (a) abnormal submission speed, Task flooding, mass or low-effort submissions, or conduct materially inconsistent with the time, effort, complexity, or care reasonably required for comparable work; (b) synthetic, fabricated, false, copied, recycled, plagiarised, duplicate, templated, superficial, incomplete, irrelevant, unsupported, or spam work; (c) reviews or adjudications made without substantive application of instructions, evidence, or

criteria; (d) generic, copied, automated, or materially inadequate feedback; (e) prohibited automation, scripts, bots, LLMs, shared tools, or systems replacing required human judgment or producing non-compliant work; (f) impersonation, proxy working, account sharing, multiple identities, or another person performing the Services; (g) manipulation of quality, allocation, review, tracking, access, invoicing, or payment systems; (h) duplicate or concurrent participation in the same or materially overlapping Client project; (i) concealment, alteration, deletion, or destruction of relevant information; or (j) other conduct reasonably compromising validity, originality, reliability, confidentiality, ownership, security, or commercial value.

5A.2 The Company may review any Task, batch, review, account, invoice, or payout cycle where it reasonably suspects a breach. It may rely on manual review, reviewer or Client feedback, quality and similarity checks, submission and timing patterns, platform and access records, automated indicators, verification information, conflict findings, and other relevant information. No automated score, timing indicator, similarity result, or unverified allegation shall ordinarily be the sole basis for a final decision.

5A.3 Where the Company reasonably determines that a breach occurred, it may: (a) reject, invalidate, or decline to accept affected Tasks, reviews, adjudications, annotations, validations, batches, milestones, or deliverables ("Affected Work"); (b) make all or part of Affected Work ineligible for payment; (c) require correction or resubmission without additional compensation where needed to meet the original requirements, while materially expanded scope is additional work; (d) temporarily withhold up to one hundred percent (100%) of unpaid compensation attributable to Affected Work or the reasonably affected body of work while review continues; (e) where individual items cannot reasonably be separated, treat the connected batch, submission set, review chain, invoice portion, payout-cycle portion, or project segment as affected and ineligible; (f) approve only independently eligible invoice amounts; (g) recover or set off duplicate, erroneous, excessive, fraudulently obtained, conflicted, or otherwise ineligible payments to the extent permitted by law; and (h) suspend access, remove the Contractor, terminate immediately, or pursue other lawful remedies.

Non-payment under this Section reflects failure of payment eligibility or withdrawal of prior acceptance following discovery of breach, duplication, contamination, conflict, material misrepresentation, applicable Client rejection, or other material non-compliance. It is not an arbitrary fine, punishment, or predetermined penalty.

5A.4 In determining the affected body of work, the Company may consider common accounts, identities, persons, devices, sources, Task pools, datasets, methods, templates, workflows, batches, review chains, timing patterns, invoices, payout cycles, Client findings, and materially similar quality, authorship, duplication, contamination, or integrity indicators. Item-by-item valuation is not required where segregation is reasonably impracticable because of systemic contamination, interdependent work, Client-level rejection, batch-level failure, coordinated abuse, duplicate participation, or loss of traceability. Independently verifiable, accepted,

commercially usable, and unaffected work shall not be treated as affected merely because it appears in the same invoice or cycle.

5A.5 The Company may also recover direct and reasonably foreseeable loss caused by the breach, including Client deductions, refunds, chargebacks, rework, replacement, remediation, investigation, audit, incident response, restoration costs, and payments made for ineligible work. Where exact quantification is genuinely difficult, a reasonable estimate may be based on affected volume, Client deductions, replacement cost, rework, audit findings, and commercial impact. There shall be no double recovery for the same loss.

5A.6 Before finally determining that an entire batch or wider body of work is ineligible, that a paid amount must be repaid, or that the Contractor committed fraud, impersonation, deliberate duplicate participation, or intentional misconduct, the Company shall ordinarily provide a written summary of the general concern, affected work or period, and proposed consequence, and allow five (5) business days for a written response. The Company may immediately suspend access or withhold the affected amount and may limit, defer, or omit this process where reasonably necessary for fraud, security, evidence preservation, legal restrictions, Client confidentiality, retaliation risk, coordinated abuse, or protection of the investigation. A timely response shall ordinarily be considered and the general outcome communicated.

Where the summary or response opportunity is deferred or omitted, the Company shall internally record the general reason for doing so.

Once the relevant risk has passed, the Company shall ordinarily provide the general summary and response opportunity, unless disclosure remains prohibited or restricted by applicable law, legal privilege, Client confidentiality, contractual obligation, continuing security concerns, evidence-preservation requirements, or risk to another person.

5A.7 The Company may preserve and withhold confidential, proprietary, privileged, Client-owned, third-party, personal, security-sensitive, or internally generated information. The Contractor has no contractual right, as a condition to rejection, withholding, recovery, suspension, removal, or termination, to inspect raw evidence, Client communications, internal records, audit methods, algorithms, thresholds, privileged material, security records, or third-party information; cross-examine sources; or audit Company or Client systems.

5A.8 For internal administration, validation, invoicing, and payout processing, the Company's good-faith determination takes effect unless revised by the Company or a competent authority. Non-disclosure of protected evidence does not invalidate the decision, create payment eligibility, require restoration of access, prevent withholding or recovery, or constitute Company breach. Legally compelled disclosure may be limited, redacted, or subjected to restricted treatment where permitted.

5A.9 The Contractor may request one internal reconsideration within seven (7) business days after a final non-payment, repayment, or recovery decision by identifying a specific factual, identity, scope, or calculation error. Where reasonably practicable, another person shall conduct it. The Company shall ordinarily communicate an outcome or status update within ten (10) business days. Reconsideration does not entitle the Contractor to protected evidence, require restoration of access, or prevent continued withholding or other protective action.

6. Background Verification, Personal Data, and Aadhaar

6.1 Identity, payout, qualification, background, conflict, fraud-prevention, security, and Company- or Client-required verification may be required before or during engagement. The Company may pause onboarding, access, allocation, invoice approval, or payment until verification is completed.

6.2 Subject to applicable law and required notice or consent, the Company may process information reasonably necessary to verify identity, age, address, qualifications, eligibility, authority, work history, references, payout and tax details, conflicts, overlapping projects, fraud, impersonation, proxy work, duplicate participation, unauthorised access, data leakage, sanctions, adverse records, and other integrity or compliance risks. This may include identity and contact details; PAN, bank, UPI, invoice, tax, and payout information; Aadhaar or another government identity document; education and work history; existing engagements; project, account, access, security, verification, and submission records; and relevant lawfully available records.

6.3 The Company may verify information with issuing authorities, institutions, prior engagers, references, authorised verification providers, government portals, Clients, platforms, or other lawful sources; appoint processors, advisers, auditors, payment or tax processors, and verification providers; disclose the minimum information reasonably necessary to authorised Clients or providers; and receive relevant identity, overlap, security, or integrity information from them.

6.4 The Contractor shall provide genuine, accurate, complete, and current information; cooperate with reasonable verification; correct inaccuracies; and disclose material identity, project, Client, payment, or conflict issues. Forged, borrowed, fabricated, third-party, misleading, or intentionally incomplete information shall constitute a material breach.

False or misleading information concerning identity, payment details, account ownership, project conflicts, authorship, or the person performing the Services may also constitute a Quality Integrity Breach.

False or misleading educational, enrolment, graduation, or qualification information may result in suspension, removal from the relevant project, or termination. It shall affect payment eligibility or constitute a Quality Integrity Breach only where:

(a) the relevant qualification was separately and expressly communicated, apart from the general eligibility requirement in Section 1.4, as a condition of the specific project, Task allocation, Client requirement, regulatory or compliance requirement, or security clearance;

(b) the misrepresentation materially caused or influenced the Contractor’s allocation to, approval for, or continued participation in the relevant project or Tasks, or materially affected the validation, security, Client acceptance, or commercial reliability of the affected work; or

(c) the qualification misrepresentation formed part of fraud, impersonation, proxy working, or another integrity breach.

Independently valid, accepted, commercially usable, and unaffected work shall not become ineligible for payment solely because of an unrelated educational or qualification misstatement.

6.5 Where Aadhaar is offered: (a) it is voluntary and another viable government identity document may be provided; (b) use is limited to disclosed lawful verification, fraud-prevention, compliance, or related purposes; (c) no fingerprints, iris scans, authentication PID, or other core biometric information shall be retained; (d) any retained copy shall be masked by redacting at least the first eight digits unless an unmasked copy is specifically required by law or an authorised process; (e) access shall be restricted and no unmasked copy or full number shall be disclosed to a Client except where legally authorised and specifically consented to; and (f) raw copies and offline Aadhaar data not required by law shall be securely deleted within ninety (90) days after verification unless subject to a lawful preservation requirement, active fraud investigation, regulatory requirement, or legal dispute.

6.6 Minimal verification records and PAN, banking, invoice, TDS, payment, contract, investigation, dispute, and statutory records may be retained where required by law or reasonably necessary for audit, compliance, fraud prevention, Client requirements, or legal claims. Other verification information shall be deleted or anonymised when no longer necessary.

6.7 Withdrawal of consent does not affect prior lawful processing and may delay onboarding, access, allocation, or payout until lawful alternative verification is completed. It does not by itself extinguish compensation already earned for accepted work.

6.8 The Company shall use reasonable safeguards and restrict access to persons with a legitimate need to know. The Contractor may request correction of materially inaccurate personal data and raise a grievance through the notified contact method. Data may be processed in India and other jurisdictions used by authorised Clients or service providers, subject to applicable law and legally required safeguards.

7. Outside Engagements and Project Conflicts

7.1 The Contractor may work elsewhere, including in the same industry or for the same Client, provided that the work does not involve the same Restricted Project or materially overlapping Tasks, datasets, benchmarks, workstreams, review pipelines, platforms, or deliverables; use Confidential Information; duplicate or divert Tasks or Work Product; create a material conflict; or interfere with accepted obligations. Genuinely unrelated work for the same Client is not automatically a breach but shall be disclosed where material overlap is reasonably suspected.

7.2 "Restricted Project" means any project, workstream, dataset, benchmark, evaluation or annotation programme, Task pool, review pipeline, platform, model-assessment exercise, project codename, Client requirement, or related work to which the Contractor is assigned or exposed. "Concurrent Restricted Engagement" means direct or indirect involvement in the same Restricted Project, or materially overlapping work for the same Client, through another BPO, vendor, agency, platform, staffing company, subcontractor, intermediary, account, identity, relative, entity, or third party.

7.3 During active assignment and authorised access, the Contractor shall not without written approval: (a) accept, continue, perform, assist, review, refer, or subcontract a Concurrent Restricted Engagement; (b) submit, reuse, transfer, sell, or cause substantially similar Tasks, solutions, reviews, outputs, artefacts, dataset items, or Work Product to enter multiple company, project, account, or Client pipelines; (c) use Company or Client instructions, solutions, feedback, criteria, platform behaviour, Task information, identifiers, weaknesses, or Confidential Information elsewhere; or (d) share accounts, credentials, Tasks, materials, repositories, platforms, or access; use another person to perform Services; conceal identity, account, engagement, or duplicate participation; or coordinate others for such activity.

7.4 The concurrent-engagement restriction ends when both active assignment and authorised access end. Continuing confidentiality and intellectual-property duties do not extend the restriction against lawful outside work.

7.5 A potential overlap must be disclosed using sufficient non-confidential information. Upon later discovery, the Contractor shall promptly notify the Company, stop the potentially overlapping work pending instructions, preserve records, and cooperate.

7.6 No intentional concealment shall be found where the relevant end-client or project was not reasonably ascertainable, the Contractor could not reasonably know of overlap, no Confidential Information was used, and the Contractor promptly disclosed and stopped the overlap after discovery. This safe harbour does not apply where clear indicators were ignored, information was false or incomplete, another identity was used, work was duplicated or transferred, Confidential Information was used, or overlap was later concealed.

7.7 A breach is a material and Quality Integrity Breach. The Company may treat connected work as affected and apply Section 5A remedies. Suspected fraud, impersonation, forgery, theft, unauthorised access, unlawful disclosure, or evidence destruction may be reported as legally appropriate.

8. Indemnity and Limitation of Liability

8.1 The Contractor shall indemnify the Company, its Clients, directors, officers, and authorised representatives from lawfully recoverable third-party claims, penalties, chargebacks, and direct losses caused by false or non-compliant information; fraud, impersonation, proxy work, duplicate participation, intentional conflict concealment, or wilful misconduct; material confidentiality, intellectual-property, data-security, access-control, or non-diversion breach; or violation of law in performing the Services.

8.2 The Company shall indemnify the Contractor against third-party intellectual-property claims arising solely from authorised and unmodified use of Company-supplied materials in accordance with written instructions.

8.3 No Party is liable to the extent a loss was caused or increased by the other Party's unauthorised modification, misuse, negligence, breach, failure to follow instructions, or failure to mitigate.

8.4 Except for Excluded Claims, each Party's aggregate liability shall not exceed the greater of compensation paid or payable during the preceding six (6) months or INR 50,000.

8.5 Excluded Claims

“Excluded Claims” means:

(a) compensation validly earned and undisputedly payable to the Contractor;

(b) fraud, forgery, impersonation, or wilful misconduct by either Party;

(c) breach by the Contractor of confidentiality, intellectual-property, personal-data, data-security, account-security, or non-diversion obligations;

(d) intentional unlawful disclosure of personal data or Confidential Information by either Party;

(e) duplicate participation, intentional project-conflict concealment, proxy working, or unauthorised use of another identity;

(f) repayment of duplicate, erroneous, fraudulently obtained, or otherwise ineligible payments; and

(g) liability that cannot lawfully be excluded or limited.

For clarity, the Company’s liability for an accidental or negligent personal-data or information-security incident remains subject to the limitation in Section 8.4, except to the extent that such liability cannot lawfully be limited.

8.6 Neither Party is liable for remote, speculative, exemplary, or punitive damages. This does not exclude direct and reasonably foreseeable Client deductions, third-party claims, chargebacks, or remediation costs.

9. Term and Termination

9.1 This Agreement continues until terminated. Either Party may terminate on seven (7) days' written notice.

9.2 The Company may terminate immediately for material breach, misconduct, Quality Integrity Breach, false information, project conflict, confidentiality or intellectual-property violation, fraud, security concern, or conduct materially harming or threatening the Company, Client, project, systems, datasets, or operations.

9.3 Termination does not affect accrued rights, lawful withholding, repayment, indemnities, investigations, or surviving provisions.

9.4 Any undisputed final amount shall ordinarily be processed within fourteen (14) calendar days, and no later than thirty (30) calendar days, after the applicable payout cycle closes or after receipt and approval of the valid final invoice, whichever is later, subject to the lawful withholding and extension provisions stated in Section 3.5.

10. International Contractors

International Contractors remain responsible for local tax, regulatory, immigration, licensing, and reporting obligations. This Agreement is governed by Indian law. Cross-border data processing is subject to applicable law and required safeguards.

11. Governing Law and Dispute Resolution

11.1 This Agreement is governed by Indian law, and the courts of Mumbai, Maharashtra have exclusive jurisdiction, subject to mandatory law.

11.2 Before ordinary civil proceedings, the Parties shall attempt good-faith resolution for fifteen (15) days after written notice. Urgent injunctive, confidentiality, evidence-preservation, limitation-preserving, or other protective relief is unaffected.

12. Entire Agreement, Project Requirements, and Amendments

12.1 This Agreement, the NDA, and any signed project-specific addendum govern the engagement from the Effective Date. The provisions relating to invoicing, verification, audit, payment eligibility, withholding, recovery, settlement, Work Product, confidentiality, and unresolved compliance matters also apply to pending or unresolved matters arising from Services performed before the Effective Date.

Nothing in this Agreement shall retrospectively reduce compensation agreed for completed work or apply submission, quality, prohibited-tool, or acceptance requirements that were not applicable when the relevant work was performed. Earlier agreements continue to govern rights and obligations accrued while they were in effect.

For the avoidance of doubt, to the extent any Work Product was created in connection with the Services before the Effective Date and has not already been validly assigned to the Company, the Contractor hereby assigns such existing Work Product to the Company on the Effective Date on the terms stated in Section 5.

12.2 The Company may prospectively update operational instructions, technical specifications, quality standards, security requirements, prohibited-tool rules, submission processes, payout procedures, and compliance processes. Updates shall not retrospectively alter completed-work requirements, reduce accepted compensation, amend core liability, intellectual-property, confidentiality, termination, or dispute terms, or contradict a signed addendum.

12.3 Core amendments must be in writing and accepted through signature, electronic acceptance, or another legally effective affirmative process. Prospective operational updates require reasonable communication before application.

12.4 Acceptance may occur by physical or electronic signature, affirmative electronic acceptance, or continued project access after clear notice, reasonable review opportunity, and notice that continued access constitutes acceptance. Receipt of payment for earlier work alone is not acceptance of amended terms.

13. General Provisions

13.1 Severability. Invalid provisions shall be enforced to the maximum lawful extent and minimally modified where possible; the remainder continues. 13.2 Waiver. Delay or failure to exercise a right is not a waiver. Waivers must be written and matter-specific. 13.3 Notices. Any notice under this Agreement shall be in writing and may be sent to the email address most recently officially communicated by the receiving Party for contractual or operational communications, or through an official platform designated for contractual notices. A notice shall be treated as received when successfully transmitted, unless the sender receives an automated failure or non-delivery notification. 13.4 Force Majeure. Neither Party is liable for delay caused by events beyond reasonable control if reasonable mitigation is undertaken. Undisputed amounts already due remain payable. 13.5 Counterparts and Electronic Execution. Counterparts and electronic signatures or acceptance are valid and together form one instrument. 13.6 Survival

Sections 3.3 through 3.7, 4, 5, 5A, 6, 7.4 through 7.7, 8, 9.3 through 9.4, 10, 11, 12.1, and 13 shall survive termination to the extent necessary to give effect to their subject matter.

Termination shall not affect any right, liability, payment eligibility determination, withholding, investigation, repayment obligation, indemnity, claim, remedy, or cause of action accrued before termination.

Any other provision that by its nature is intended to operate after termination shall survive to the extent necessary for that purpose.

13.7 Assignment. The Contractor may not assign, transfer, subcontract, or otherwise dispose of this Agreement or any right or obligation under it without the Company’s prior written consent.

The Company may assign or transfer this Agreement to an affiliate or to a successor in connection with a merger, reorganisation, acquisition, or transfer of the relevant business or assets, provided that the assignee assumes the Company’s continuing obligations under this Agreement.

13.8 Submission and Delivery. The signed Agreement may be submitted through a Google Form, email address, electronic-signature platform, or other submission channel officially designated by the Company. Submission through the designated Google Form shall constitute delivery of the signed Agreement to the Company, and the form submission timestamp shall be treated as the official submission timestamp.

Where the same Agreement is submitted through more than one channel, the copy submitted through the designated Google Form shall constitute the controlling execution copy unless the Company confirms otherwise in writing.