LEGAL DOCUMENT ACTIVE GOVERNING LAW: REPUBLIC OF INDIA VERSION: 1.0
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LEGAL AGREEMENT · BINDING CONTRACT

Terms of Service

NARION RESEARCH TECHNOLOGIES · QUANTITATIVE MARKET INTELLIGENCE PLATFORM
DOCUMENT VERSION
1.0
EFFECTIVE DATE
April 16, 2026
LAST REVIEWED
April 16, 2026
GOVERNING LAW
Republic of India
ARTICLES
I – XIX
BINDING LEGAL NOTICE — READ CAREFULLY BEFORE PROCEEDING

These Terms of Service constitute a comprehensive, legally binding, and fully enforceable contractual instrument entered into by and between Narion Research Technologies and any individual, legal entity, or organization accessing, registering for, subscribing to, or otherwise utilizing the Platform or any associated services, data feeds, interfaces, or outputs.

THE USER IS STRONGLY ADVISED TO READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BEFORE ACCESSING OR USING THE PLATFORM IN ANY MANNER. BY PROCEEDING TO ACCESS, REGISTER FOR, SUBSCRIBE TO, OR USE THE PLATFORM, THE USER EXPRESSLY ACKNOWLEDGES HAVING READ, COMPREHENDED, AND IRREVOCABLY AGREED TO BE BOUND BY ALL TERMS, CONDITIONS, OBLIGATIONS, REPRESENTATIONS, WARRANTIES, AND PROVISIONS SET FORTH IN THIS AGREEMENT.

IF THE USER DOES NOT AGREE TO ANY PROVISION OF THIS AGREEMENT, IN WHOLE OR IN PART, THE USER MUST IMMEDIATELY AND PERMANENTLY CEASE ALL ACCESS TO AND USE OF THE PLATFORM AND ANY SERVICES OFFERED THEREIN.

ARTICLE I
§1
ART. IIntroduction, Scope, and Formation of Agreement
1.1 Identity of the Contracting Parties

Narion Research Technologies (hereinafter "Narion") is currently operated as a sole proprietorship by a single natural person (the "Proprietor") conducting business under the trade name "Narion Research Technologies." References to "Narion" throughout this Agreement refer to the Proprietor operating under such trade name and, where applicable, any successor business entity, affiliate, assignee, or legal structure through which Narion Research Technologies may lawfully operate in the future. Narion may, at its sole discretion, reorganize, restructure, incorporate, register, or otherwise conduct business through a partnership, limited liability partnership, corporation, private limited company, or other legally recognized business form without affecting the validity, enforceability, continuity, or applicability of this Agreement.

Narion specializes in the development, deployment, operation, and maintenance of proprietary quantitative research platforms, market intelligence systems, analytical technologies, software infrastructure, and related research services. Narion operates exclusively as a provider of research, analytical, informational, technological, and software-based services. Narion does not provide investment advisory services, portfolio management services, brokerage services, securities dealing services, fiduciary services, or any other activity requiring registration, licensing, or authorization under the Securities and Exchange Board of India Act, 1992, or any analogous law, regulation, or regulatory framework unless expressly stated otherwise in writing.

The User, by accessing, browsing, registering for, subscribing to, interacting with, or otherwise using the Platform, whether actively or passively, directly or indirectly, intentionally or unintentionally, including during any trial, evaluation, demonstration, or subscription period, acknowledges and agrees to be bound by this Agreement and assumes all rights, obligations, responsibilities, and liabilities arising hereunder.

1.2 Formation and Acceptance of Agreement

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

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

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

1.3 Scope of Application

These Terms apply in their entirety to all versions and iterations of the Platform; all APIs, programmatic data access endpoints, and developer tools provided by Narion; all data, analytics, visualizations, reports, alerts, and outputs generated or delivered by the Platform; all communications, correspondence, and support services; and all third-party integrations or extensions made available through the Platform.

1.4 Modification and Amendment of Terms

Narion reserves the unilateral, unconditional, and absolute right to amend, supplement, modify, revise, or replace any provision of these Terms at any time. Where a modification materially diminishes a right or benefit previously afforded to the User, Narion shall endeavor to provide not less than fourteen (14) calendar days' advance notice. Where a modification is necessitated by a change in applicable law or regulatory guidance, it shall take effect immediately. The User's continued use of the Platform following any modification shall constitute irrevocable acceptance of the amended Terms.

1.5 Incorporation of Additional Policies

The following policies are incorporated into and form an integral part of this Agreement: Privacy Policy; Acceptable Use Policy; Cookie Policy; Data Processing Addendum (where applicable); API Usage Policy; and Subscription and Billing Policy. In the event of any inconsistency or conflict between these Terms and any incorporated policy, these Terms shall govern to the extent of such inconsistency unless the incorporated policy expressly states otherwise.

ARTICLE II
§2
ART. IIDescription, Nature, and Limitations of the Platform
2.1 Overview of Platform Capabilities

Narion operates, develops, and maintains Narion Intelligence (the "Platform"), a proprietary quantitative market intelligence, analytics, and research platform designed to collect, process, analyze, model, and interpret financial market information through advanced computational methodologies, statistical techniques, machine learning systems, predictive modeling frameworks, and high-performance data processing infrastructure. The Platform may incorporate proprietary analytical engines including but not limited to the Institutional Flow Anticipation Engine ("IFAE").

The Platform ingests and processes limit order book data, trade flow information, market microstructure indicators, derived quantitative features, cross-asset relationships, proprietary statistical model outputs, and user interaction and diagnostic data necessary for Platform functionality, security, and research purposes.

2.2 Nature of Platform Outputs

The Platform generates analytical outputs including: Structural Market State Classifications; Propagation Metrics; Liquidity Behavior Indicators; Statistical Outcome Distributions; Analytical Visualizations; and Research Datasets — all provided solely for informational, educational, analytical, and research purposes.

2.3 Inherent Limitations

The User expressly acknowledges the following fundamental limitations: all outputs are probabilistic and statistical in nature, not deterministic predictions or guarantees; all models are subject to model risk, data quality risk, regime change risk, and other sources of error; certain outputs may be subject to data latency or processing delays; the Platform is not a substitute for independent professional judgment; and financial markets are inherently unpredictable and subject to rapid, discontinuous changes that no analytical system can anticipate.

2.4 Research and Informational Purpose Only

The Platform is designed and provided exclusively for research, informational, and educational purposes. Narion does not assume, and expressly disclaims, any fiduciary duty, advisory relationship, agency, or partnership with the User in connection with the User's access to or use of the Platform.

ARTICLE III
§3
ART. IIIExpress Disclaimer of Investment, Financial, Legal, and Tax Advice
3.1 No Investment Advice

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

3.2 No Financial Advisory Services

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

3.3 No Trading Recommendations

No output of the Platform, whether presented in the form of a classification, metric, probability estimate, distribution, visualization, or narrative, constitutes a recommendation, suggestion, direction, or solicitation to buy, sell, hold, short, hedge, or otherwise transact in any financial instrument. The User shall not interpret any Platform output as a trading signal or trading recommendation, and Narion expressly disclaims any such interpretation.

3.4 No Legal or Tax Advice

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

3.5 Independent Decision-Making

The User expressly acknowledges that all trading, investment, and financial decisions are made independently and at the sole discretion and risk of the User; that the User is solely responsible for conducting independent due diligence before engaging in any financial transaction; and that Narion shall bear no responsibility whatsoever for any financial loss, damage, liability, or adverse consequence arising from the User's decisions.

ARTICLE IV
§4
ART. IVDefinitions and Interpretation
4.1 Definitions

For the purposes of this Agreement: "Agreement," "Terms," or "Terms of Service" refers to this document in its entirety; "Platform" refers to Narion's proprietary quantitative market intelligence and analytics platform; "User," "you," "your," or "Customer" refers to any individual, legal entity, or organization accessing the Platform; "Services" refers to all services, data, analytics, and outputs delivered by the Platform; "Confidential Information" refers to non-public, proprietary information disclosed by Narion; and "User Data" refers to data submitted by the User to the Platform.

4.2 Rules of Interpretation

In this Agreement: references to the singular include the plural and vice versa; references to any statute or statutory provision include any subsequent amendment or replacement; headings are for convenience only and shall not affect interpretation; the word "including" shall be construed as "including without limitation"; references to "days" mean calendar days unless specified as "business days"; and references to writing include electronic communications where accepted by the context.

ARTICLE V
§5
ART. VEligibility, Representations, and Warranties
5.1 Age and Legal Capacity

The Platform is intended exclusively for use by individuals and entities possessing full legal capacity to enter into binding contractual obligations under applicable law. Access to and use of the Platform is strictly prohibited to any person who is below the age of eighteen (18) years, or below the age of majority in their jurisdiction, whichever is greater; who is under any form of legal incapacity; or who has been determined by any court to be legally incompetent for purposes of contracting.

5.2 Jurisdictional Eligibility

The User represents and warrants that their access to and use of the Platform does not violate any law, regulation, or directive applicable in the User's jurisdiction. The User is solely responsible for determining whether access to and use of the Platform is lawful in their jurisdiction. Narion makes no representation that the Platform is appropriate for use, or legally permissible, in all jurisdictions.

5.3 User Representations and Warranties

By accessing or using the Platform, the User continuously represents and warrants that they possess all requisite legal capacity and authority to enter into this Agreement; that they are not subject to any legal proceedings, regulatory actions, or sanctions preventing Platform use; that they are not a Politically Exposed Person in circumstances where such status would render the Platform unusable; that they are not located in any jurisdiction subject to comprehensive international sanctions; and that all information provided to Narion is true, accurate, complete, and current.

5.4 Corporate Users

Where the User is accessing the Platform on behalf of a legal entity, the individual completing registration represents and warrants that they are duly authorized to bind such entity; that such entity is duly organized and validly existing under the laws of its jurisdiction; and that the execution and performance of this Agreement does not violate any provision of such entity's constitutional documents or any agreement to which it is a party.

5.5 Rights of Consumers Under Indian Law

Nothing in this Agreement shall be construed to exclude, restrict, limit, or waive any right or remedy to which the User is entitled as a consumer under the Consumer Protection Act, 2019 (India) or any other applicable consumer protection legislation. Where the User qualifies as a "consumer," the User retains in full all rights afforded under such legislation, including the right to seek redressal for deficient services or unfair trade practices through competent consumer forums or courts.

5.6 Export Controls and Sanctions
ARTICLE VI
§6
ART. VIAccount Registration, Security, and Responsibilities
6.1 Account Creation

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

6.2 Account Credentials and Security

The User is solely and exclusively responsible for: selecting strong, unique credentials; maintaining the strict confidentiality and security of all account credentials including usernames, passwords, API keys, and authentication tokens; ensuring credentials are not shared with or accessible by any third party; implementing reasonable safeguards to protect their account from unauthorized access; and logging out of their account at the conclusion of each session, particularly when using shared or public devices.

6.3 Responsibility for Account Activity

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

6.4 Notification of Security Breaches

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

6.5 Account Transfers and Multiple Users

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

ARTICLE VII
§7
ART. VIILicense Grant, Permitted Use, and Restrictions
7.1 Grant of Limited License

Subject to the User's strict and continuing compliance with all terms and conditions of this Agreement, and upon payment of all applicable fees, Narion hereby grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use the Platform solely for: internal business research and quantitative analysis; personal non-commercial research and educational inquiry; development and back-testing of proprietary trading or analytical strategies for the User's internal use; and any other purpose expressly agreed to in writing by Narion.

7.2 Prohibited Uses and Restrictions

The User shall not, and shall not permit or enable any third party to, directly or indirectly:

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

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

7.4 Prohibition on Benchmarking and Competitive Analysis

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

ARTICLE VIII
§8
ART. VIIISubscription, Pricing, Billing, and Payment
8.1 Subscription Plans and Tiers

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

8.2 Subscription Fees and Advance Payment

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

8.3 Automatic Renewal

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

8.4 Taxes and Additional Charges

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

8.5 Non-Refundability

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

8.6 Failed Payments and Suspension

In the event that any payment due under this Agreement is not received by Narion on the due date, Narion reserves the right to suspend the User's access to the Platform with or without prior notice; impose a late payment fee; permanently terminate the User's subscription upon extended non-payment; and refer outstanding amounts to a debt collection agency or initiate legal proceedings for recovery.

8.7 Price Modifications

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

8.8 Third-Party Payment Processors

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

ARTICLE IX
§9
ART. IXAPI Access and Programmatic Use
9.1 Conditions of API Access

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

9.2 Authentication and Rate Limiting

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

9.3 Prohibited API Uses

Without limiting the generality of Article VII, the User shall not use API access for redistribution or resale of API-sourced data to third parties; creation or maintenance of a competing data product or analytics service that incorporates or is derived from Narion's API outputs; aggregation of data across multiple accounts or API keys to circumvent tier-based limitations; or any use that violates applicable financial data regulations or market data redistribution restrictions.

9.4 Monitoring and Enforcement

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

ARTICLE X
§10
ART. XData Governance, Privacy, and Processing
10.1 User Data Ownership

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

10.2 Data Processing and Privacy

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

10.3 Usage Data and Analytics

Narion collects and processes information about the manner in which the User accesses and uses the Platform ("Usage Data"), including query patterns, feature utilization, session duration, error logs, and performance metrics. Narion may use Usage Data, in anonymized and aggregated form, for purposes including improving the Platform, developing new features, conducting internal research, benchmarking performance, and fulfilling regulatory reporting obligations.

10.4 Data Security

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

10.5 Data Retention

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

ARTICLE XI
§11
ART. XIIntellectual Property Rights and Confidentiality
11.1 Ownership of Platform and Technology

The Platform, including all of its constituent elements, is the exclusive proprietary property of Narion Research Technologies. All intellectual property rights in and to the Platform — including all patents, copyrights, trademarks, service marks, trade names, database rights, trade secrets, know-how, proprietary algorithms, machine learning models, statistical methodologies, data structures, source code, object code, and documentation — are and shall remain vested exclusively in Narion. The User acquires no intellectual property rights of any kind in the Platform by virtue of this Agreement.

11.2 Narion's Trademarks

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

11.3 Confidentiality Obligations

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

11.4 Feedback and Suggestions

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

ARTICLE XII
§12
ART. XIIDisclaimer of Warranties
12.1 General Disclaimer
12.2 Specific Exclusions
12.3 Market and Data Risk

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

12.4 Third-Party Services

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

ARTICLE XIII
§13
ART. XIIILimitation of Liability
13.1 Exclusion of Consequential Damages
13.2 Cap on Liability
13.3 Exceptions

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

13.4 Allocation of Risk

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

ARTICLE XIV
§14
ART. XIVIndemnification
14.1 User's Obligation to Indemnify

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

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

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

ARTICLE XV
§15
ART. XVTermination and Suspension
15.1 Termination for Convenience by the User

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

15.2 Termination or Suspension for Cause by Narion

Narion reserves the right, at its sole discretion and without prior notice, to immediately terminate or suspend the User's access to the Platform upon the occurrence of any of the following: the User's material breach of any provision of this Agreement; the User's violation of any applicable law or regulation; the User's engagement in any activity posing a risk to the security or reputation of the Platform; the initiation of insolvency or bankruptcy proceedings against or by the User; any regulatory directive requiring Narion to discontinue services; or any fraudulent, abusive, or unlawful conduct by the User.

15.3 Effect of Termination

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

ARTICLE XVI
§16
ART. XVIForce Majeure
16.1 Force Majeure Event

Narion shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused directly or indirectly by any event or circumstance beyond Narion's reasonable control, including but not limited to: acts of God, natural disasters, acts of war, armed conflict, terrorism, civil unrest, pandemic or public health emergency, governmental actions or sanctions, widespread failure of internet infrastructure or telecommunications networks, cyberattacks or DDoS attacks affecting Narion's infrastructure, or failure of third-party data providers or cloud service providers.

16.2 Notification and Mitigation

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

ARTICLE XVII
§17
ART. XVIIGoverning Law, Dispute Resolution, and Jurisdiction
17.1 Governing Law

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

17.2 Amicable Resolution

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

17.3 Jurisdiction

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

17.4 Injunctive Relief

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

ARTICLE XVIII
§18
ART. XVIIIGeneral Provisions
18.1 Entire Agreement

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

18.2 Severability

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

18.3 No Waiver

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

18.4 Assignment

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

18.5 Notices

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

18.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall create, or be deemed to create, any partnership, joint venture, agency, franchise, fiduciary relationship, or employment relationship between the parties.

18.7 Headings, Language, and Electronic Records

The Article and section headings used in this Agreement are for convenience of reference only and shall not affect interpretation. This Agreement is executed in the English language, which shall prevail in all respects in the event of any translation. The parties agree that this Agreement and all notices and other communications given under it may be entered into, signed, and given by electronic means, and electronic records generated in connection with this Agreement shall be fully admissible as evidence in legal proceedings to the extent permitted by the Information Technology Act, 2000.

18.8 Third-Party Rights

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

ARTICLE XIX
§19
ART. XIXContact Information and Communications
19.1 Contact Details

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

BUSINESS NAME
Narion Research Technologies
GENERAL SUPPORT
support@narionresearch.com
GRIEVANCE OFFICER
Shashank Kumar Sinha
GRIEVANCE EMAIL
grievance@narionresearch.com
WEBSITE
www.narionresearch.com
REGISTERED ADDRESS
New Delhi, India
19.2 Grievance Officer

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

FINAL ACKNOWLEDGEMENT AND BINDING AGREEMENT

BY ACCESSING, REGISTERING FOR, SUBSCRIBING TO, OR USING THE PLATFORM IN ANY MANNER, THE USER IRREVOCABLY ACKNOWLEDGES AND CONFIRMS THAT:

  • The User has read this Agreement in its entirety and has had a full and meaningful opportunity to seek independent legal advice regarding its terms;
  • The User understands and accepts all terms, conditions, obligations, disclaimers, limitations, and restrictions set forth herein;
  • The User agrees to be legally and unconditionally bound by this Agreement as a valid and enforceable contract;
  • The User has not relied on any representation or warranty made by Narion or its representatives other than those expressly set forth in this Agreement.

This Agreement shall be binding upon the User and their successors, heirs, executors, administrators, and permitted assigns.

— END OF TERMS OF SERVICE —  ·  Narion Research Technologies  ·  support@narionresearch.com  ·  www.narionresearch.com