Terms of Service

1.1About These Terms

These Terms of Service (“Agreement” or “Terms”) constitute a legally binding contract between BitAssert Software Private Limited, a company incorporated under the Companies Act, 2013, bearing Corporate Identification Number U62013TS2025PTC203531, having its registered office at SY:11, WeWork Krishe Emerald, Laxmi Cyber City, Cyberabad, Shaikpet, Hyderabad 500081, Telangana, India (“BitAssert”, “we”, “us”, or “our”), and the person or entity accessing or using the Services (“Customer”, “you”, or “your”).

These Terms govern all access to and use of the BitAssert platform and related support services and documentation (collectively, the “Services”).

1.2Acceptance

The Customer accepts these Terms by clicking an acceptance button or similar electronic acknowledgement; by executing an Order Form that incorporates these Terms; by creating an Account; or by accessing or using the Services after being presented with these Terms. If an individual accepts on behalf of a legal entity, that individual represents and warrants that they have authority to bind the entity.

1.3Eligibility

The Services are intended for commercial and enterprise use. You must be at least 18 years of age or the legal age of majority in your jurisdiction. You must not be prohibited from using the Services under applicable law or regulation. You must not be located in, or a national or resident of, any jurisdiction subject to comprehensive trade sanctions that would prohibit access to the Services.

1.4Order of Precedence

Where a Customer has also executed a Master Services Agreement or Order Form, that agreement governs in the event of any conflict with these Terms.

2.1Definitions

2.2Interpretation

References to a statute include any modification or re-enactment thereof. The word ‘including’ means ‘including without limitation’. References to a ‘person’ include any natural person, company, partnership, or other legal entity. Words in the singular include the plural and vice versa.

3.1Platform Overview

BitAssert provides a unified software test automation platform consolidating web testing, API testing, performance testing, mobile testing, security testing, AI-assisted authoring, collaboration, and reporting into a single cloud-delivered service operated on BitAssert’s own private cloud infrastructure in India.

3.2Current Availability

BitAssert may add, modify, or retire modules from time to time; current availability is confirmed in the Documentation or the applicable Order Form.

3.3Infrastructure

The Platform operates on infrastructure located in India. Specific hosting and security architecture details are set out in the Security and Subprocessor Schedule, which BitAssert updates as its infrastructure evolves.

3.4Beta and Preview Features

Features designated as beta or preview are provided without warranty and may be modified or withdrawn at any time.

4.1Registration

The Customer must provide accurate, complete, and current information when registering an Account, using one of the authentication methods made available on the Platform.

4.2Account Responsibility

The Customer is responsible for all activity occurring under its Account, including activity by Authorised Users, except to the extent caused solely by BitAssert’s breach of these Terms.

4.3Access Controls

The Customer shall implement appropriate internal access controls, including: maintaining strong credentials for all Authorised Users; promptly revoking access for departing personnel; implementing multi-factor authentication where available; restricting administrative access to the minimum necessary; and monitoring Account activity for suspicious behaviour.

4.4Notification

The Customer shall promptly notify BitAssert at security@bitassert.com if it becomes aware of any unauthorised use of an Account, compromised credentials, or suspected security incident.

5.1Licence Grant

Subject to the Customer’s compliance with these Terms and timely payment of Fees, BitAssert grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services solely for the Customer’s internal business purposes in accordance with the Documentation.

5.2Authorised Users

The Customer may permit Authorised Users to access the Services under the Customer’s Account, subject to the Authorised User limits set out in the applicable Order Form. The Customer remains fully responsible for all acts and omissions of its Authorised Users.

5.3Restrictions

The Customer shall not, and shall ensure its Authorised Users do not:

• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, model weights, or underlying algorithms of the Services, except to the limited extent such restriction is prohibited by mandatory applicable law;
• access or use the Services to build a competing product or service, benchmark competing systems for external publication, or create substitute services using BitAssert Materials;
• sublicense, resell, rent, lease, timeshare, broker, or make the Services available to third parties except as expressly permitted in an enterprise agreement;
• circumvent, disable, or interfere with usage limits, access controls, rate limits, feature flags, tenant boundaries, or security mechanisms;
• upload malware, malicious payloads, or code intended to damage, disrupt, exfiltrate, or surveil any system;
• use the Services to attack, scan, or probe systems or networks that the Customer does not own or does not have express written authorisation to test;
• use AI Features to generate instructions intended to harm systems, evade detection, or facilitate criminal conduct;
• share credentials, API keys, or access grants with persons who are not Authorised Users; or
• impose an unreasonable or disproportionate load on BitAssert’s infrastructure.

5.4Local Agent

Where the Customer installs the Local Agent, it must do so only on systems it controls, and remains responsible for the security of that environment, including any credentials accessible to it. Full terms governing the Local Agent are set out in the Local Agent End User Licence Agreement.

5.5Reservation of Rights

No rights are granted to the Customer except as expressly stated. All rights not expressly granted are reserved by BitAssert and its licensors.

6.1Fees

Fees, subscription tier, Authorised User limits, billing cycle, currency, and payment method are those set out in the applicable Order Form or online pricing page. In the event of any conflict, the signed Order Form controls.

6.2Payment Terms

Unless otherwise stated in the applicable Order Form: Fees are charged in advance and are non-cancellable; invoices are due and payable within 30 days of the invoice date; BitAssert may suspend access where any undisputed invoice remains unpaid for more than 15 days following written notice; and suspension does not relieve the Customer of its payment obligations.

6.3Taxes

All Fees are exclusive of applicable taxes, duties, levies, and governmental charges. The Customer is responsible for all such amounts other than taxes imposed on BitAssert’s net income. For Customers in India, BitAssert will issue GST-compliant tax invoices. For Customers in jurisdictions that apply Value Added Tax (VAT) or an equivalent consumption tax, BitAssert will issue invoices compliant with the applicable local requirements, and the Customer is responsible for self-assessing and remitting any VAT or equivalent tax due in its jurisdiction where local law places that obligation on the recipient of the Services.

6.4Late Payment

Any undisputed amount not paid by its due date accrues a late payment fee of [RATE — TO BE CONFIRMED]% per month (or the maximum rate permitted by applicable law, if lower) on the overdue balance, calculated from the due date until payment is received, without prejudice to BitAssert’s right to suspend access under Clause 6.2.

6.5Price Changes

BitAssert may change Fees for renewal periods by providing written notice at least 30 days prior to the renewal date. If the Customer does not accept the revised Fees, the Customer may elect not to renew upon expiry of the then-current Subscription Term.

6.6Refunds

Fees paid are non-refundable except: (a) where BitAssert terminates the Services for its own convenience, BitAssert will refund Fees paid in advance on a pro-rata basis for the unexpired Subscription Term; (b) where the Customer terminates for BitAssert’s material breach in accordance with Clause 16, BitAssert will refund Fees paid in advance for the unexpired term; and (c) to the extent mandatory applicable law requires otherwise.

6.7Renewal

Subscriptions do not renew automatically. Each Subscription continues for the term selected by the Customer (monthly, quarterly, or annual) and expires at the end of that term unless the Customer elects to renew. BitAssert will, where practicable, notify the Customer in advance of expiry to enable an uninterrupted renewal. Any renewal is a fresh subscription on the terms then offered, including any Fees notified under Clause 6.5. Nothing in this Clause obliges the Customer to renew.

7.1Ownership

As between the parties, the Customer retains all right, title, and interest in and to Customer Data. BitAssert does not acquire any ownership right in Customer Data.

7.2Licence to BitAssert

The Customer grants BitAssert a non-exclusive, worldwide, royalty-free licence during the Subscription Term to host, store, transmit, reproduce, display, and process Customer Data solely to provide and operate the Services, provide support, monitor and maintain the security and availability of the Platform, comply with applicable law, and enforce BitAssert’s rights under these Terms.

7.3Customer Responsibilities

The Customer is solely responsible for: the legality, accuracy, quality, and permissibility of Customer Data; obtaining all notices, consents, authorisations, and lawful bases required to submit Customer Data to the Services; ensuring Customer Data does not infringe the intellectual property rights, privacy rights, or any other rights of any third party; and configuring retention and deletion settings appropriately for the Customer’s compliance obligations.

7.4Data Retention

Test Artefacts are retained in accordance with the Data Retention Schedule and the Customer’s applicable Order Form.

7.5Data Export

The Customer may export Customer Data through the Platform’s export functionality during the Subscription Term. Upon termination or expiry, the Customer may request export within 30 days. BitAssert will delete Customer Data from primary systems within 30 days of the export window close, subject to backup retention and legal hold obligations.

8.1Nature of AI Features

AI Features are assistive tools designed to support, not replace, the Customer’s own technical review, judgement, and validation processes. They do not constitute legal, engineering, security, or compliance advice.

8.2Human Review Requirement

All AI-generated test cases and outputs are assigned ‘in_review’ status within the Platform workflow. No AI-generated output is executed or relied upon automatically. The Customer must review and approve all Generated Outputs before execution. This obligation is non-delegable.

8.3Third-Party AI Infrastructure

BitAssert uses one or more third-party AI providers for AI inference. Customer data submitted through AI Features — including natural-language prompts, application source code, and API schemas — may be transmitted from India to the relevant provider’s infrastructure, which may be located outside India. The current AI provider(s), and the country in which each processes data, are disclosed in the Privacy Policy and Data Processing Agreement, which BitAssert updates when the provider or its processing location changes.

The Customer acknowledges that: (a) this constitutes a cross-border transfer from India to the United States; (b) the Customer is solely responsible for assessing the lawful basis for submitting data through AI Features; and (c) Customers prohibited by their compliance obligations from transferring data outside India must disable AI Features pending separate enterprise arrangements.

8.4Local Agent

The Local Agent communicates only with BitAssert’s cloud API for AI-assisted test authoring and with the BitAssert browser application for local test execution. Where a Customer selects its own AI provider through the Local Agent, the Customer is solely responsible for the legal basis and compliance of that data submission.

8.5No Automated Decision-Making with Legal Effects

BitAssert does not use AI Features to make automated decisions about individuals that produce legal effects or similarly significant effects on those individuals. All AI-generated test cases and outputs are presented to the Customer in ‘in_review’ status and require explicit Customer approval before execution. AI Features are assistive tools applied to software testing workflows; they do not evaluate, score, profile, or make binding determinations about any individual user, employee, or end user of the Customer’s applications.

8.6Generated Outputs — Limitations

Generated Outputs are provided for assistance purposes only. They may be incomplete, inaccurate, non-deterministic, or unsuitable for production use without review. The Customer assumes all risk arising from its use of Generated Outputs. BITASSERT DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CORRECTNESS, OR FITNESS FOR PURPOSE OF ANY GENERATED OUTPUT.

8.7IP in Generated Outputs

As between the parties, the Customer owns Generated Outputs derived from Customer Data, subject to any intellectual property rights of third parties (including AI providers) in the underlying models. BitAssert does not claim ownership of Generated Outputs produced from Customer prompts.

8.8AI Provider Dependency and Continuity

AI Features are dependent on the continued availability of BitAssert’s third-party AI provider(s). In the event that a provider discontinues or materially changes its API or terms of service:

• BitAssert will use commercially reasonable efforts to identify an alternative AI model provider and restore AI Features within a reasonable timeframe;
• the suspension or degradation of AI Features resulting from a third-party AI provider’s unilateral actions shall constitute an Excluded Event for the purposes of the Service Level Agreement and shall not give rise to service credits or breach of this Agreement;
• if BitAssert engages an alternative AI provider, BitAssert will notify Customers in accordance with the subprocessor change procedure in the Data Processing Agreement (minimum 30 days’ advance notice, with the right to object on data protection grounds); and
• Customers who have subscribed solely for AI Features and who are materially and permanently affected by an AI provider discontinuation may request early termination without liability on 30 days’ written notice, which BitAssert will not unreasonably refuse.

BitAssert intends to evaluate multi-provider AI resilience as part of its infrastructure roadmap. Customers with contractual requirements for AI provider redundancy should raise these during enterprise contract negotiation.

9.1Performance Testing

Applicable usage limits for performance testing are set out in the applicable Order Form. The Customer is responsible for ensuring all performance test targets are systems the Customer owns or is expressly authorised to test. The Customer must not conduct tests that constitute denial-of-service activity or interfere with third-party systems.

9.2Device Laboratory

Where the Customer uses the mobile testing module, BitAssert maintains a physical device laboratory in Hyderabad, Telangana, with automated device sanitisation (data clearing or reinstallation, as applicable to the device platform) between test sessions. The Customer shall not: install unauthorised software on shared devices; retain data on shared devices beyond the test session; modify device settings beyond the authorised session scope; or attempt to bypass device isolation or sanitisation procedures.

10.1BitAssert Intellectual Property

BitAssert and its licensors own all right, title, and interest in and to the Services, Documentation, Platform, software, algorithms, AI models, user interfaces, workflows, documentation templates, operational methods, trade secrets, and all improvements, modifications, and derivative works thereof (collectively, “BitAssert IP”), excluding Customer Data. No right in BitAssert IP is granted to the Customer except the limited licence in Clause 5.1.

10.2Customer Intellectual Property

The Customer retains all right, title, and interest in and to Customer Data and any pre-existing intellectual property of the Customer. Except for the limited licence in Clause 7.2, BitAssert acquires no intellectual property rights in Customer Data.

10.3Feedback

If the Customer provides BitAssert with ideas, suggestions, feature requests, bug reports, or other feedback, the Customer grants BitAssert a perpetual, irrevocable, worldwide, royalty-free right to use such feedback without restriction or obligation, provided such use does not disclose the Customer’s Confidential Information in breach of these Terms.

10.4Open Source

The Services may incorporate open-source software components. Such components remain subject to their applicable open-source licences. BitAssert will make relevant licence information available in Documentation or upon request.

11.1Obligations

Each party (“Receiving Party”) shall protect the Confidential Information of the other party (“Disclosing Party”) using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in any event not less than reasonable care; use it only for the purpose of exercising rights and performing obligations under these Terms; and not disclose it to any third party without prior written consent, except as permitted by Clause 11.2.

11.2Permitted Disclosures

A Receiving Party may disclose Confidential Information: to employees, contractors, professional advisers, and sub-processors who need to know it for purposes permitted by these Terms; to affiliates on the same conditions; and where required by applicable law, regulation, or court order, provided that the Receiving Party gives prompt prior written notice where legally permissible, limits the disclosure to what is strictly required, and cooperates reasonably in seeking a protective order.

11.3Exclusions

Confidential Information does not include information that: is or becomes publicly available without breach of these Terms; was already known to the Receiving Party at the time of disclosure; is independently developed without reference to the Disclosing Party’s Confidential Information; or is received without restriction from a third party with the lawful right to make such disclosure.

11.4Duration

Confidentiality obligations apply during the Subscription Term and for three years thereafter, except that trade secrets are protected for as long as they remain confidential under applicable law.

11.5Equitable Relief

Each party acknowledges that breach of this Clause 11 may cause irreparable harm for which monetary damages may be inadequate, and that each party is entitled to seek injunctive or other equitable relief from a court of competent jurisdiction.

12.1Privacy Policy

BitAssert processes personal data in accordance with its Privacy Policy, which is incorporated into these Terms by reference and is available at www.bitassert.com/privacy-policy.

12.2Customer as Controller

Where the Customer submits personal data as part of Customer Data, the Customer acts as the controller or Data Fiduciary. The Customer is solely responsible for: determining the lawful basis for processing; providing required notices and obtaining required consents from data subjects; and managing data subject rights requests in respect of Customer Data.

12.3Data Processing Agreement

Where required by applicable data protection law, the Customer and BitAssert shall execute a Data Processing Agreement before submitting personal data to the Platform.

12.4Cross-Border Transfer

The Customer acknowledges that certain AI Features transmit data including prompts and application source code to BitAssert’s third-party AI provider(s), which may be located outside India (see the Privacy Policy for current details). The Customer must not submit personal data of Data Principals through AI Features without first confirming that such transfer is lawful under the Digital Personal Data Protection Act, 2023 and any applicable Rules.

12.5Grievance Officer

BitAssert’s Grievance Officer, designated under the Digital Personal Data Protection Act, 2023, can be reached at the contact details published in the Privacy Policy.

13.1BitAssert’s Obligations

BitAssert will maintain administrative, technical, and organisational measures it considers commercially reasonable for the nature and scale of the Services. Specific security controls committed in a signed schedule or published security policy are binding. Security representations in sales materials, product demonstrations, or verbal discussions do not constitute contractual commitments.

Specific security controls are addressed in the Security and Subprocessor Schedule.

13.2Customer Security Responsibilities

The Customer is responsible for: the security of its own endpoints, browsers, devices, networks, and applications; protecting all Account credentials, API keys, session tokens, and secrets; configuring role-based access controls and promptly offboarding departing Authorised Users; securing the Local Agent environment; and reporting suspected security incidents to security@bitassert.com without undue delay.

13.3Security Incidents

In the event of a security incident affecting Customer Data, BitAssert will investigate, notify the Customer within the timeframe specified in the applicable enterprise agreement or security schedule, and provide reasonable cooperation with the Customer’s incident response. In the absence of a specific enterprise agreement, BitAssert will endeavour to notify the Customer within 72 hours of becoming aware of a material security incident affecting Customer Data.

14.1Mutual Representations

Each party represents and warrants that: it has full legal power and authority to enter into and perform its obligations under these Terms; its acceptance and performance do not conflict with any other agreement, law, or order binding on it; and it will comply with all applicable laws and regulations in connection with its performance of these Terms.

14.2BitAssert Warranties

BitAssert warrants that: it will provide the Services with reasonable skill and care; and it has the right to grant the licences and rights set out in these Terms.

14.3Customer Warranties

The Customer warrants that: all Customer Data, and the Customer’s submission and use of Customer Data, complies with applicable law and does not infringe any third-party rights; the Customer has all necessary rights, licences, consents, and authorities to submit Customer Data to the Platform; and the Customer’s use of the Services will comply with the Acceptable Use Policy.

14.4Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTIES IN CLAUSE 14.2, THE SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTY OF ANY KIND. BITASSERT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. BITASSERT DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR FITNESS FOR PURPOSE OF ANY AI-GENERATED OUTPUT.

15.1Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, OR LOSS OF ANTICIPATED SAVINGS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2Aggregate Liability Cap

Subject to Clause 15.3, each party’s aggregate liability arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Customer to BitAssert in the three months immediately preceding the event giving rise to the claim. Where Fees have not yet been paid, the aggregate liability cap shall be INR 1,00,000 (Indian Rupees One Lakh).

15.3Exceptions

Nothing in these Terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of confidentiality obligations in Clause 11 (except that consequential loss exclusions continue to apply); the Customer’s obligation to pay Fees; or any other liability that cannot lawfully be limited under applicable law.

15.4Customer Indemnity

The Customer shall indemnify, defend, and hold harmless BitAssert and its officers, directors, employees, and contractors from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal costs) arising from: Customer Data, including its unlawful collection, processing, or submission; the Customer’s breach of these Terms or applicable law; the Customer’s violation of the intellectual property rights or other rights of any third party; the Customer’s use of AI Features in a manner not permitted by these Terms; and performance testing or security testing activities conducted in breach of Clause 9.

15.5BitAssert Indemnity

BitAssert shall indemnify, defend, and hold harmless the Customer from and against third-party claims alleging that the Services, as provided by BitAssert and used by the Customer strictly in accordance with these Terms, infringe a valid third-party intellectual property right. This indemnity does not apply to claims arising from: Customer Data; Customer modifications; use in combination with products not provided or approved by BitAssert; use of AI Features with Customer-provided prompts; or open-source components.

16.1Term

These Terms commence on the date of acceptance and continue until the expiry or termination of all applicable Subscription Terms.

16.2Suspension

BitAssert may suspend all or part of the Services immediately, or on notice where practicable, where: the Customer has materially breached these Terms; the Customer’s use creates an imminent security risk; any undisputed Fee remains unpaid for more than 15 days following written notice; suspension is required by applicable law or official direction; or the Customer’s use creates a risk of harm to third parties or violates the Acceptable Use Policy.

16.3Termination for Cause

Either party may terminate these Terms on written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice specifying the breach in reasonable detail, or immediately if the breach is incapable of cure, involves fraud, or involves a serious violation of law or security obligations.

16.4Effect of Termination

Upon expiry or termination: the Customer’s right to access the Services ceases; all licences terminate; each party shall return or destroy the other’s Confidential Information; BitAssert will make Customer Data available for export for 30 days and will thereafter delete Customer Data from primary systems, subject to backup retention and legal hold obligations; all outstanding Fees remain due and payable; and Clauses 10 (IP), 11 (Confidentiality), 14.4 (Disclaimer), 15 (Liability), and 19 (General) survive.

17.1Compliance with Law

Each party shall comply with all applicable laws and regulations. The Customer is solely responsible for determining whether the Services meet the Customer’s sector-specific regulatory or compliance requirements.

17.2Export Controls and Sanctions

The Customer shall not use the Services in contravention of applicable export control regulations, sanctions laws, or trade restrictions. The Customer represents that it is not designated on any sanctions list and that its use of the Services does not violate applicable sanctions regimes.

17.3Anti-Bribery

Each party shall comply with applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988. Neither party shall make, offer, or promise any payment or benefit to any government official or public officer in connection with the performance of these Terms.

18.1Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

18.2Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms (“Dispute”) shall: first, be escalated to senior representatives of both parties for good-faith negotiation for 30 days from written notice; if unresolved, be referred to arbitration under the Arbitration and Conciliation Act, 1996 (as amended); the seat and venue of arbitration shall be Hyderabad, Telangana, India; the arbitral tribunal shall consist of a sole arbitrator mutually appointed by the parties within 30 days of the expiry of the negotiation period; the language of arbitration shall be English; and the arbitral award shall be final and binding.

18.3Emergency Relief

Nothing in this Clause 18 prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction. The courts at Hyderabad, Telangana, shall have exclusive jurisdiction for such emergency relief.

19.1Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, AI Usage and Transparency Policy, any applicable Order Form, and any incorporated schedules, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior and contemporaneous understandings relating to that subject matter.

19.2Amendment

BitAssert may amend these Terms by providing 30 days’ prior written notice by email to the Account Administrator or by posting updated Terms on the Platform. Continued use after the amendment effective date constitutes acceptance.

19.3Assignment

The Customer may not assign any right or obligation under these Terms without BitAssert’s prior written consent. BitAssert may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided BitAssert notifies the Customer within 30 days of such assignment.

19.4Severability

If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

19.5Waiver

Failure to enforce any right does not constitute a waiver. A waiver must be in writing and applies only to the specific instance for which it is given.

19.6Force Majeure

Neither party is liable for delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, widespread internet or power outages, government action, or failures of third-party infrastructure providers, provided the affected party gives prompt written notice, uses reasonable efforts to mitigate, and resumes performance as soon as reasonably practicable.

19.7Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between the parties.

19.8Notices

Notices shall be in writing and delivered by email (with confirmation of receipt) or by courier to the addresses in the Order Form or Account registration. Notice to BitAssert shall be sent to legal@bitassert.com. Notices are effective on receipt.

19.9Electronic Signatures

These Terms and all Order Forms may be executed and maintained electronically. Electronic signatures have the same legal effect as handwritten signatures to the extent permitted by the Information Technology Act, 2000.

19.10Claims Limitation

Any claim arising from or relating to this Agreement must be brought within one (1) year of the date the claim arose. Claims not brought within this period are permanently barred, regardless of any applicable statute of limitations.

19.11Publicity

Neither party shall issue any press release, case study, or marketing material referencing the other party without prior written consent, except that BitAssert may list the Customer as a customer reference with the Customer’s consent.