Terms of Service & End User License Agreement

1.1 “Account” means the registered user account through which you access the Service.

1.2 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

1.3 “Authorised User” means an individual whom you invite to, or who is granted access to, a Workspace, Drive or Boardroom under your account.

1.4 “Boardroom” / “Drive” means a logical container within the Service into which you and your Authorised Users upload, organise and share Customer Content.

1.5 “Customer Content” means all documents, files, text, data, metadata, queries, prompts and other materials that you or your Authorised Users upload to, generate within, or submit to the Service.

1.6 “AI Features” means the artificial-intelligence functionality of the Service, including document ingestion and indexing, semantic search and retrieval, the AI chat assistant, cited answers, summarisation, due-diligence gap analysis, NDA drafting assistance, the investor-readiness score, and similar features.

1.7 “AI Output” means any text, summary, score, citation, draft or other content generated by the AI Features.

1.8 “Subscription” means a paid or free plan under which the Service is made available to a Workspace.

1.9 “Sub-processor” means a third party engaged by the Company to process Customer Content or personal data in order to provide the Service.

1.10 “Workspace” means the tenancy, isolation and billing boundary within the Service under which Drives, Boardrooms and Authorised Users are organised.

1.11 “DPDP Act” means the Digital Personal Data Protection Act, 2023, and the rules made thereunder, as amended.

1.12 “Applicable Law” means all statutes, regulations and governmental requirements in force in India from time to time, including the Information Technology Act, 2000 and the DPDP Act.

2.1 Acceptance. You accept this Agreement by any of the means described above. The Company records the date and time of your acceptance (and may record your IP address, device information and authentication records) as evidence.

2.2 Eligibility. You must be at least 18 years of age and competent to contract under the Indian Contract Act, 1872. The Service is intended for business use and is not directed at children.

2.3 Related agreements. Your use is also governed by any Privacy Policy, Acceptable Use Policy, Data Processing terms, and the per-Drive Non-Disclosure Agreement(s) (“NDA”) that an owner authors and that you accept before accessing a shared Drive. In the event of a conflict, an executed per-Drive NDA governs the confidentiality of the specific Customer Content it covers; this Agreement governs the licence to and use of the Platform generally.

2.4 Changes to this Agreement. We may modify this Agreement from time to time. If a change is material, we will provide reasonable notice before it takes effect. Your continued use of the Service after the effective date of a revised Agreement constitutes acceptance. If you do not agree to a change, you must stop using the Service.

3.1 Licence. Subject to your compliance with this Agreement and payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your own internal business purposes during the term of your Subscription.

3.2 Reservation of rights. The Service is licensed, not sold. All rights not expressly granted are reserved by the Company and its licensors. No title to or ownership of the Service is transferred to you.

3.3 Authorised Users. You are responsible for the acts and omissions of your Authorised Users as if they were your own, and must ensure each complies with this Agreement.

4.1 Account creation. Access requires registration and verification (e.g. email OTP and/or mobile verification). You agree to provide accurate, current and complete information.

4.2 Credential security. You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account and those of your Authorised Users. Notify us promptly at business@xdrop.ai of any suspected unauthorised access.

4.3 One person per Account. Accounts are personal and may not be shared; each Authorised User must have their own access.

5.1 Tenant isolation. The Service is multi-tenant. Each Workspace is logically isolated, and access across Workspaces occurs only through explicit sharing, never by default.

5.2 Role ladder. Access to a Drive or Boardroom is governed by a cumulative role ladder (view → comment → ask-AI → edit → manage → owner). The AI Features answer only from Customer Content that the requesting user is permitted to access at the time of the query.

5.3 Owner controls and NDAs. A Drive owner may require Authorised Users (including external guests such as investors) to accept a per-Drive NDA before gaining access, and may grant, modify, time-limit or revoke access at any time.

5.4 Your responsibility for sharing. You are solely responsible for deciding what Customer Content to upload, with whom to share it, and on what terms. The Company does not control your sharing decisions or the conduct of the parties you share with.

6.1 Plans. The Service is offered under tiered Subscriptions (e.g. a free Starter plan and paid Basic, Advanced and Enterprise plans). The features, storage, Drive, member and AI-access limits of each plan are as described on the pricing page at the time of purchase. AI Features may be restricted or unavailable on certain plans (including the free Starter plan).

6.2 Fees and billing. Paid Subscriptions are billed on an annual basis as a one-time payment for the applicable term, through our third-party payment processor. Advertised prices are inclusive of applicable GST unless stated otherwise; a GST tax invoice is issued for each successful payment.

6.3 Taxes. You are responsible for all applicable taxes other than taxes on the Company's net income, and for the accuracy of the billing details (including any GSTIN) you provide.

6.4 Upgrades. On a mid-term upgrade, the upgrade takes effect immediately, the existing term-end date is retained, and you are charged a prorated amount for the remaining term.

6.5 Downgrades. Downgrades do not entitle you to any refund. If your usage exceeds the limits of the lower plan, your existing content remains accessible, but you will not be able to add new content or members beyond those limits for example creating Drives, uploading files, inviting members, or using AI features not included in your plan, until you upgrade or bring usage within the limits. We reserve the right to further restrict access (including a read-only state) where reasonably necessary.

6.6 Renewal and expiry. Subscriptions do not auto-renew unless expressly stated. If a paid Subscription is not renewed before it expires, the Workspace reverts to the free Starter plan, and any usage above the Starter limits is handled as in 6.5, your existing content stays accessible, but you cannot add new content beyond the limits until you upgrade.

6.7 No refunds. Except where required by Applicable Law, all fees are non-refundable, and there are no refunds or credits for partial periods, unused storage or features, downgrades, voluntary cancellation, or unused availability.

6.8 Changes to fees. We may change fees prospectively. Fee changes do not affect a term already paid for but apply on renewal or to new purchases.

6.9 Free plan. The Starter plan is provided free of charge and “as is”. We may modify, limit or discontinue it at any time.

7.1 Acceptable use. You agree to use the Service only for lawful purposes and in accordance with this Agreement, and you are solely responsible for ensuring you have all rights, consents and authority necessary to upload, process and share your Customer Content.

7.2 Prohibited conduct. You must not, and must not permit any Authorised User or third party to: (a) use the Service in violation of Applicable Law or any third party's rights; (b) upload content that is unlawful, infringing, defamatory, obscene, or that you have no right to share; (c) attempt to gain unauthorised access to the Service, other Workspaces, other users' Customer Content, or underlying systems; (d) probe, scan, penetration-test, circumvent or defeat security, tenant-isolation, access-control or rate-limiting mechanisms without our prior written consent; (e) reverse engineer, decompile or disassemble the Service except as permitted by Applicable Law; (f) copy, modify, distribute, sell, sublicense, rent, lease or create derivative works of the Service; (g) use the Service, AI Features or AI Output to build, train or improve a competing product, or to benchmark for a competitor; (h) use any robot, scraper or automated means outside interfaces and rate limits we provide; (i) introduce any virus or harmful code, or impose an unreasonable load on the Service; (j) misrepresent your identity or share credentials; or (k) upload personal data of others without a lawful basis.

7.3 Usage limits. Your use is subject to the limits of your Subscription and to fair-use and rate limits we may apply to protect the Service and its users.

7.4 Enforcement. We may investigate suspected violations and may suspend or restrict access (including removing offending content) where we reasonably believe a violation has occurred or this is necessary to protect the Service, its users or any third party.

8.1 Your ownership. As between you and the Company, you retain all right, title and interest in your Customer Content. This Agreement does not transfer ownership of Customer Content to the Company.

8.2 Licence to operate the Service. You grant the Company a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, index, process, display and otherwise use Customer Content solely to the extent necessary to provide, secure, maintain and support the Service to you. This licence ends when the relevant Customer Content is deleted, except for residual copies in routine backups for a limited period and as required by Applicable Law.

8.3 No use for model training. The Company does not use your Customer Content to train its own or any third party's foundation models for the benefit of other customers. Customer Content is processed only to provide the Service to you.

8.4 Your responsibilities. You represent and warrant that you own or have the necessary rights to your Customer Content; that its processing under this Agreement does not infringe any third party's rights or violate Applicable Law; and that you have obtained all necessary consents, including from data principals where Customer Content contains personal data.

8.5 Backups and deletion. While we maintain reasonable backup practices, you are responsible for maintaining your own copies of Customer Content. On termination, or on your request, Customer Content will be deleted in accordance with §17 and our data-retention practices.

9.1 How the AI Features work. To provide the AI Features, the Service processes Customer Content using various third-party artificial-intelligence API providers and tools, together with our cloud-hosting and object-storage providers, each engaged as a Sub-processor to operate the Platform. We select reputable providers and require them to be bound by confidentiality and security obligations. The specific Sub-processors may change from time to time; a current list is available to Customers on written request to business@xdrop.ai.

9.2 No professional advice. The AI Features are a productivity and information tool. AI Output (including summaries, due-diligence gap analyses, the investor-readiness score, and any drafted NDA or other document) is provided for informational purposes only, may be incomplete or inaccurate (“hallucinated”), and does not constitute legal, financial, tax, investment, accounting or other professional advice. You must independently verify AI Output and obtain professional advice before relying on it. You are solely responsible for any decisions you make based on AI Output.

9.3 No guarantee of accuracy. Although the Service is designed to ground answers in your documents with citations, the Company does not warrant that AI Output is accurate, complete, current, or fit for any particular purpose.

9.4 Permission-aware AI. The AI Features are designed to answer only from Customer Content the requesting user is permitted to access. You acknowledge that AI systems are probabilistic, and you remain responsible for your sharing and access decisions.

9.5 AI Output use. Subject to the rights of the underlying AI providers and to §3.2, you may use AI Output generated for you in connection with your permitted use of the Service, and you are responsible for ensuring your use complies with Applicable Law.

10.1 Compliance. Each party shall comply with Applicable Law, including the DPDP Act and the Information Technology Act, 2000.

10.2 Roles. Where Customer Content contains personal data, you are generally the person determining the purpose and means of its processing (the Data Fiduciary / controller), and the Company processes such personal data on your behalf and on your instructions as a Data Processor to provide the Service. You are responsible for the lawfulness of the personal data you upload.

10.3 Security measures. The Company implements reasonable technical and organisational measures appropriate to the Service, including tenant isolation enforced in the application authorisation layer (each request resolves the caller’s workspace membership and role before data is returned), access controls, encryption in transit, and audit logging of AI queries. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.

10.4 Privacy Policy. Our collection and use of personal data is further described in our Privacy Policy, which forms part of this Agreement.

10.5 Breach notification. We will notify you of a personal-data breach affecting your Customer Content as and to the extent required by Applicable Law.

11.1 Company IP. The Service including its software, models, design, user interface, documentation and trademarks (including “XDrop AI”) - is and remains the exclusive property of the Company and its licensors, protected by applicable Indian and international law.

11.2 Feedback. If you provide suggestions or feedback, you grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate them without obligation or attribution to you.

11.3 No use of marks. You may not use the Company's trademarks, logos or branding without our prior written consent.

The Service relies on, and may interoperate with, third-party services (including the payment processor, AI providers and cloud/storage providers). Your use of those services may be subject to their own terms. The Company is not responsible for the acts, omissions, availability or content of third-party services, and your dealings with them are at your own risk.

13.1 The Company will use commercially reasonable efforts to keep the Service available, but does not guarantee uninterrupted or error-free operation. The Service may be unavailable during planned maintenance, updates, or due to factors beyond our reasonable control.

13.2 We may modify, enhance, suspend or discontinue features from time to time, using reasonable efforts to avoid materially degrading the core functionality of a paid Subscription during its paid term.

13.3 Support is provided through the channels and at the service levels described for your plan. General support enquiries may be sent to business@xdrop.ai.

14.1 “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE AI FEATURES AND ALL AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

14.2 The Company does not warrant that the Service will meet your requirements, be uninterrupted, secure or error-free, that defects will be corrected, or that AI Output will be accurate or reliable.

14.3 Nothing in this section excludes any warranty or condition that cannot be excluded under Applicable Law.

15.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (OR INR 2,000 IF YOU USE ONLY THE FREE PLAN).

15.3 Exceptions. Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under Applicable Law, including liability for fraud or wilful misconduct.

15.4 Allocation of risk. You acknowledge that the fees reflect the allocation of risk in this Agreement and that these limitations are an essential basis of the bargain between the parties.

16.1 You agree to indemnify, defend and hold harmless the Company, its Affiliates, and their respective directors, officers, employees and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Content; (b) your or your Authorised Users' use of the Service; (c) your breach of this Agreement or violation of Applicable Law or any third party's rights; or (d) your sharing decisions and dealings with third parties.

16.2 The Company will promptly notify you of any such claim, allow you to control the defence and settlement (provided no settlement imposes any obligation or admission on the Company without its consent), and reasonably cooperate at your expense.

17.1 By you. You may stop using the Service and close your Account at any time. Termination does not entitle you to a refund (§6.7).

17.2 By the Company. We may suspend or terminate your access, in whole or in part, with or without notice, if: (a) you breach this Agreement; (b) your use poses a security, legal or operational risk; (c) required by Applicable Law; or (d) non-payment of fees due.

17.3 Effect of termination. On termination, your licence under §3 ends and you must cease using the Service. Subject to Applicable Law and our retention practices, Customer Content will be deleted after a reasonable wind-down period. Export or retain your own copies before termination.

17.4 Survival. Clauses that by their nature should survive, including §§1, 6.7, 8.1, 11, 14, 15, 16, 18 and 19 survive termination.

18.1 Governing law. This Agreement is governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles.

18.2 Dispute resolution. The parties shall first attempt to resolve any dispute amicably. Any dispute not so resolved shall be referred to and finally resolved by arbitration by a sole arbitrator appointed by the Company, under the Arbitration and Conciliation Act, 1996. The seat and venue shall be Mumbai, Maharashtra, India, and the language English.

18.3 Jurisdiction. Subject to §18.2, the courts at Mumbai, Maharashtra, India shall have exclusive jurisdiction over any matter arising out of or relating to this Agreement.

In accordance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the DPDP Act, grievances regarding the Service or the processing of personal data may be addressed to:

Grievance Officer
One Verse AI Private Limited
205, Morya Classic, CTS No. 592, Off New Link Road, Andheri, Mumbai – 400053, Maharashtra, India
Email: business@xdrop.ai

We will acknowledge and endeavour to resolve grievances within the timelines prescribed under Applicable Law.

20.1 Entire agreement. This Agreement, together with the Privacy Policy, any Acceptable Use or Data Processing terms, and any per-Drive NDA, constitutes the entire agreement between the parties regarding the Service and supersedes all prior understandings.

20.2 Assignment. You may not assign this Agreement without our prior written consent. We may assign it to an Affiliate or in connection with a merger, acquisition or sale of assets.

20.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

20.4 Waiver. No failure or delay in exercising any right operates as a waiver of it.

20.5 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

20.6 Notices. We may give notices through the Service, by email to your registered address, or by posting on the Platform. You may send notices to business@xdrop.ai.

20.7 Relationship. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship.

20.8 No third-party beneficiaries. Except for the Company's Affiliates and indemnified parties, this Agreement confers no rights on third parties.

This Agreement is executed and accepted electronically. Where you accept it through the Platform, the electronic records maintained by the Company - including timestamps, IP-address logs, device identifiers, authentication records and consent logs shall constitute valid and conclusive evidence of your acceptance, unless proven otherwise under Applicable Law. No physical signature is required.

One Verse AI Private Limited (operator of XDrop AI)
CIN: U63999MH2026PTC474572
205, Morya Classic, CTS No. 592, Off New Link Road, Andheri, Mumbai – 400053, Maharashtra, India
Support / Legal: business@xdrop.ai · Web: xdropai.in

By checking the acceptance box or clicking “I Agree”, you acknowledge that you have read, understood and agree to be bound by this Agreement.