SPOC AI TECHNOLOGIES PRIVATE LIMITED
USER TERMS AND CONDITIONS
SPOC is a chat-first easy-to-use smart collaboration tool by SPOC AI TECHNOLOGIES PRIVATE LIMITED for Businesses that enables their access to the structured tools they need for their day-to-day activities.
These User Terms and Conditions (“Terms”) constitute a legally binding agreement between the User (“You”/ “Your”) and SPOC AI. If you access or use the Platform and/or the Services, or continue accessing or using the Platform and/or the Services after being notified of a change to the Terms, introduction and/or change in any Supplemental Terms and/or any Ancillary Terms, you confirm that you have read, understand and agree to be bound by the latest version of the Terms, the Supplemental Terms and all Ancillary Terms (collectively referred to as the “User Terms”). Additionally, any access and/or use of Third-Party Services through the Platform shall also be governed by the relevant terms and conditions, privacy policy, etc. issued by the respective third parties offering the relevant Third-Party Services.
1. DEFINITIONS
For the purposes of these Terms, the following definitions apply unless the context requires otherwise:
“Administrator” means authorised Personnel who have been granted permissions by the Workspace Creator to manage the Workspace, and grant access to Personnel therein, and shall include the Workspace Creator.
“Ancillary Terms” means all additional policies published by SPOC AI in relation to the use and access of the Platform and/or its Services
“Applicable Law” means any applicable law or legally binding regulation, policy, rule, order, notification, direction or requirement issued by a competent governmental, regulatory or judicial authority in the relevant jurisdiction.
“Storage” means the encrypted shared Storage made available to Users within a Workspace as part of the Services.
“Free Services” means the free version of the Services, subject to the limitations described in Clause 4.
“SPOC AI” means SPOC AI TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the laws of India, which owns and operates the Platform.
“Organisation” means the businesses or other entity on whose behalf the Services are being used by any User and/or on behalf of whom any Workspace Creator has created a Workspace, and which Organisation has entered into a separate customer agreement with SPOC AI in relation to the Platform and the Services.
“Personal Data” means any data about any individual who is identifiable by or in relation to such data and shall have the meaning assigned to it under the Digital Personal Data Protection Act, 2023.
“Personnel” means a person who has been invited or authorised to join and use a Workspace.
“Platform” means SPOC, SPOC AI’s online workplace productivity tools and platform, including the mobile and desktop applications, associated website, and related software through which the Services and certain Third-Party Services are made available.
“Privacy Notice” means the policy published by SPOC AI from time to time describing how the Platform collects, uses, processes, stores, discloses and otherwise handles personal data in connection with the Platform and the Services.
“Services” means the services provided by SPOC AI through the Platform, including but not limited to workspace creation, management and communication tools available on the Platform, in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs and tools.
“Third Party Services” has the meaning given in clause 10(a).
“Third Party AI Service Providers” means the third-party service providers engaged or utilised by SPOC AI to provide, support, or enhance the AI Features provided by the Platform.
“User” means any person who accesses, registers for, logs into or otherwise uses the Platform, whether or not they are associated with a Workspace. A User may act as a Workspace Creator, Administrator or Personnel, depending on the role assigned to them in a particular Workspace.
“User Content” has the meaning given in clause 7(a).
“Workspace” means an organisational unit within the Platform, within which Personnel may collaborate, communicate, manage information and access the Services.
“Workspace Creator” means the person who creates a Workspace for themselves or on behalf of an Organisation.
2. ELIGIBILITY
(a)
The Platform is only intended for individuals over the age of eighteen (18). Users represent that they are over the legal age, are the intended recipient of the Services and can legally and validly enter into this agreement.
(b)
Users may access or use the Platform and/or the Services as (i) individuals who may not be a part of a Workspace or (ii) Personnel that have been authorized or invited to a Workspace by an Administrator or Workspace Creator / Organization.
(c)
If you create a Workspace on behalf of an Organization, you represent and warrant that you are authorized to accept these Terms on behalf of that Organization and to create the Workspace for its use.
(d)
The role assigned to a User is specific to the relevant Workspace. A User may act as a Workspace Creator / Organization, Administrator or Personnel in different Workspaces, and nothing in these Terms limits a User from holding different roles across multiple Workspaces simultaneously.
3. ACCOUNT TERMINATION
3.1. Termination by SPOC AI:
SPOC AI reserves the right, in its absolute discretion and to the fullest extent permitted by Applicable Law, to suspend, restrict, or terminate any User’s account, any Workspace, or access to the Platform and/or Services at any time, with or without cause and with or without prior notice, and to delete or remove any User Content associated with such suspension, restriction, or termination. Without limiting the generality of the foregoing, SPOC AI may take such action for any of the following reasons:
(a)
the termination, suspension, or expiry of any agreement between SPOC AI and the relevant User or Workspace Creator / Organisation for any reason whatsoever;
(b)
Workspace inactivity i.e. any Workspace that has not had any activity (replies or logins) for 90 (ninety) days;
(c)
any breach or contravention of the User Terms, whether in letter or in spirit;
(d)
conduct that is fraudulent, harassing, abusive, or otherwise objectionable;
(e)
scheduled or unscheduled maintenance activities;
(f)
the need to address urgent or emergency security concerns;
(g)
conduct that is unlawful or detrimental to other Users, third parties, or to the commercial interests of SPOC AI; or
(h)
any direction, order, or requirement of a court, tribunal, regulatory authority, or governmental body of competent jurisdiction.
3.2. Termination and Suspension by Workspace Creator / Organisation
(a)
A Workspace Creator / Organisation may, at any time and in its sole discretion, suspend, deactivate, or permanently delete the account of any Personnel within its Workspace(s). The Workspace Creator/ Organisation shall be solely responsible for ensuring that any such action complies with its own contractual, employment, and statutory obligations towards the affected Personnel.
(b)
SPOC AI shall not be a party to, and shall not intervene in, any dispute between an Administrator, Workspace Creator / Organisation and any Personnel member regarding employment, engagement, access rights, or the treatment of User Content upon cessation of employment or engagement.
3.3. Consequences of Account Termination or Deletion
(a)
Upon termination or deletion of a User’s account (whether by SPOC AI, by a Workspace Creator/ Organisation or by the User): (i) the User shall immediately lose access to the Services and to all User Content stored within or accessible through the Services; and (ii) any licences granted to the User under the User Terms shall immediately terminate.
(b)
The User acknowledges that, following deletion of a User account and/or Workspace, User Content associated with that account/Workspace may be permanently and irretrievably deleted. SPOC AI shall have no obligation to retain, retrieve, forward, or provide copies of any User Content to the User or to any third-party following termination or deletion, except as required by Applicable Law or as otherwise expressly provided herein. However, subject to Applicable Law, SPOC AI shall provide (i) in a case of a deleted User account, the Workspace Creator(s) of each Workspace the deleted User is a part of; and (ii) in case of a deleted Workspace, to the relevant Workspace Creator of such Workspace, a link containing the relevant User Content associated with such User/Workspace, and such information may be accessed/downloaded by the relevant Workspace Creator. Subject to Applicable Law, such User Content and any personal data, traffic data, processing logs, and related records of such User(s) shall be retained by SPOC AI for a default period of 1 (one) year from the date of termination/deletion of User account; provided that for the data where the Workspace Creator is the Data Fiduciary, the Workspace Creator may, subject to Applicable Law, request (either in writing or via any option provided under the Services) for an earlier deletion of any such data.
(c)
SPOC AI recommends that Workspace Creators/ Organisations maintain independent backups of their own User Content. SPOC AI shall not be liable for any loss of data or User Content arising from account or Workspace termination or deletion.
(d)
Where a Workspace is deactivated due to inactivity under Clause 3.1, SPOC AI shall, subject to Applicable Law, retain the User Content associated with such Workspace and any personal data, traffic data, processing logs, and related records related to the Workspace and its Users for a default period of 1 (one) year from the date of the deactivation; provided that for the data where the Workspace Creator is the Data Fiduciary, the Workspace Creator may, subject to Applicable Law, request (either in writing or via any option provided under the Services) for an earlier deletion of any such data. During this retention period, the Workspace Creator/Organisation may request restoration of the Workspace and the associated User Content by submitting a written request to SPOC AI. Upon expiry of the aforesaid retention period, the User Content associated with such Workspace and any personal data, traffic data, processing logs, and related records related to the Workspace and its Users shall be permanently and irreversibly deleted.
3.4. Data Retention and Legal Obligations
(a)
Notwithstanding the foregoing, SPOC AI may retain such data, records, or User Content as may be required: (i) to comply with Applicable Law, regulation, legal process, or enforceable governmental or regulatory request; (ii) to enforce these Terms or to investigate potential violations thereof; (iii) to detect, prevent, or otherwise address fraud, security, or technical issues; or (iv) to protect the rights, property, or safety of SPOC AI, its Users, or the public, in each case as required or permitted by Applicable Law, including without limitation the Information Technology Act, 2000 and the rules and regulations framed thereunder and the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025.
(b)
Subject to Applicable Law and as otherwise specifically mentioned in this Agreement, any User Content deleted (not being part of any User account/ Workspace deletion/ deactivation) shall, subject to Applicable Law, be retained by SPOC AI for a default period of 1 (one) year from the date of deletion of such User Content; provided that for the data where the Workspace Creator is the Data Fiduciary, the Workspace Creator may, subject to Applicable Law, request (either in writing or via any option provided under the Services) for an earlier deletion of any such data.
(c)
Irreversibly anonymised or aggregated data that does not identify any individual User may be retained by SPOC AI for analytical, statistical, or service improvement purposes.
3.5. Data Export
Where available, a Workspace Creator / Organisation (and/or any authorised Administrator) may export Workspace data and records prior to the deletion of a Workspace or Personnel account, in such format as SPOC AI makes available from time to time. It shall be the Workspace Creator / Organisation or Administrator’s sole responsibility to ensure that any required data is exported prior to account deletion.
3.6. Re-registration
In the event that a User’s account is terminated by SPOC AI pursuant to Clause 3.1, such User shall not be permitted to re-register for or access the Services without the prior written consent of SPOC AI and SPOC AI reserves the right to refuse such re-registration. In case a User access to any Workspace is terminated on request from a Workspace Creator/ Organisation, the Workspace Creator/ Organisation shall be entitled to add the same User again to the Workspace. However, any such addition will be considered as a fresh addition and not as a revival or continuation of the previous User account.
3.7. Survival
Termination or expiry of a User’s account shall not affect any rights, obligations, or liabilities of either party that have accrued prior to such termination or expiry, or that expressly or by implication are intended to survive termination, including without limitation clauses relating to intellectual property, limitation of liability, indemnification, confidentiality, dispute resolution, and governing law.
4. FREE SERVICES AND USAGE LIMITS
4.1. Free Services
(a)
SPOC AI offers a free version of the Services (“Free Services”) which provides Users with access to the platform. Free Services are subject to the User Terms and to such usage limits, restrictions, and policies as SPOC AI may impose from time to time in its sole discretion.
(b)
SPOC AI reserves the right to modify, limit, suspend, or discontinue the Free Services (in whole or in part) at any time without prior notice. No compensation shall be payable in respect of any modification, limitation, suspension, or discontinuation of Free Services.
5. WORKSPACE ADMINISTRATION AND USER RESPONSIBILITIES
(a)
A Workspace Creator / Organisation may create one or more Workspaces within the Platform and may add Personnel to such Workspaces and appoint certain Personnel as Administrators. The Administrator shall be solely responsible for determining which individuals are granted access to a Workspace, the roles and permissions assigned to Personnel, and the configuration of Workspace settings (including content protection settings).
(b)
Actions taken by an Administrator within a Workspace (including the addition or removal of Personnel, configuration of settings, and management of User Content) shall be deemed to be actions taken by, and with the authority of Workspace Creator / Organisation on whose behalf the Administrator acts. SPOC AI shall be entitled to rely on any instruction or action of an Administrator without further verification.
(c)
Where a User's role within a Workspace is changed or upgraded (including from Administrator to Workspace Creator), the relevant Users shall assume all obligations of their new role as provided under the User Terms, with effect from the date of such change.
(d)
Each User is responsible for maintaining the confidentiality and security of their account credentials. A User shall immediately notify SPOC AI of any unauthorised access to, or use of, their account. SPOC AI shall not be liable for any loss or damage arising from a User's failure to safeguard their account credentials.
(e)
Users shall ensure that all information provided during registration and in connection with the use of the Services is accurate, complete, current, and not misleading. Users shall promptly update such information in the event of any change.
6. DATA PRIVACY AND PROCESSING
(a)
SPOC AI's collection, use, storage, disclosure, and processing of personal data in connection with the Services is governed by the SPOC AI Privacy Notice available at getspoc.com/privacy (the “Privacy Notice”), which forms an integral part of the User Terms. SPOC AI shall process personal data in accordance with the Privacy Notice and Applicable Law.
(b)
Where a User accesses the Services as Personnel within a Workspace, the User acknowledges that the Workspace Creator / Organisation (including through an Administrator) controls the Workspace and all User Content within it. The Workspace Creator / Organisation (including through an Administrator) may provision or deprovision access to the Services, configure Workspace settings, manage permissions, retention and export settings, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all User Content.
(c)
As between SPOC AI and the Workspace Creator / Organisation, it is the responsibility of the Workspace Creator/ Organisation to:
(i)
inform the User about the relevant policies and practices and any settings that may impact the processing of User Content;
(ii)
obtain all consent and permissions from the User required for the lawful purpose of processing any Personal Data and the operation of the Services, in accordance with Applicable Law;
(iii)
ensure that the collection, processing and transfer of User Content through the Services is lawful; and,
(iv)
respond to and resolve any dispute with the User and any Personnel relating to User Content including Personal Data, the Services or the Workspace Creator / Organisation’s failure to fulfil these obligations.
(d)
For the purposes of the Digital Personal Data Protection Act, 2023, the Workspace Creator / Organisation agrees and acknowledges that it is the Data Fiduciary in respect of any Personal Data processed through the use of the Services and uploading of User Content, and SPOC AI is the Data Processor acting on instructions of the Workspace Creator / Organisation. The Workspace Creator / Organization agrees that the processing of the Personal Data by SPOC AI as a Data Processor shall be carried out in accordance with the Data Processing Addendum which forms an integral part of the User Terms, available at: getspoc.com/terms
(e)
Workspace Creators / Organisation are responsible for obtaining all necessary consents and authorisations required under applicable law prior to uploading, sharing, or processing any Personal Data through the Services as well as complying with all obligations on a data fiduciary as set out under the Digital Personal Data Protection Act, 2023 in relation to any Personal Data uploaded by the Users through the Services.
7. USER CONTENT
(a)
“User Content” means any data, text, files, documents, images, messages, or other materials uploaded, transmitted, posted, shared, or otherwise made available by a User through the Services
(b)
Users retain ownership of their User Content. By uploading or transmitting User Content through the Services, the User grants SPOC AI a limited, non-exclusive, royalty-free, licence to host, store, transmit, display, reproduce, and process such User Content solely to the extent necessary to: (i) provide, operate, maintain, and improve the Services; (ii) provide technical support to Users; (iii) ensure the security and integrity of the Services; (iv) comply with Applicable Law, legal process, or enforceable governmental or regulatory request; and (v) enforce these Terms.
(c)
Files stored are encrypted. SPOC AI does not access, read, or review the contents of encrypted User Content, except as may be strictly necessary for the purposes described in Clause 7(b) above.
(d)
User Content may be shared within a Workspace in accordance with the settings and permissions configured by the Administrator. The Administrator is responsible for configuring appropriate access controls and content protection settings within the Workspace.
(e)
Each User is solely responsible for ensuring that their User Content: (i) does not violate any Applicable Law, regulation, or third-party right (including intellectual property rights, rights of privacy, and rights of publicity) or the terms set out in Clause 8 below; (ii) does not contain any unlawful, defamatory, obscene, harmful, threatening, or otherwise objectionable material; and (iii) does not infringe the intellectual property rights of any third party.
(f)
SPOC AI does not endorse, verify, or assume any responsibility for User Content. SPOC AI shall not be liable for any User Content uploaded, transmitted, or shared by any User.
(g)
SPOC AI strongly recommends that Workspace Creators / Organisation or Administrators maintain independent backups of all User Content. SPOC AI shall not be liable for any loss, corruption, or unavailability of User Content, howsoever caused.
8. ACCEPTABLE USE AND PROHIBITED CONDUCT
In addition to the obligations set out elsewhere in these Terms, Users shall not, and shall not permit or assist any third party to:
(a)
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform or Services;
(b)
circumvent, disable, or otherwise interfere with any security features, access controls, or technical protection measures of the Services;
(c)
access or attempt to access the accounts, Workspaces, or User Content of other Users without authorisation;
(d)
use any automated means (including bots, scrapers, crawlers, or data mining tools) to access, monitor, or collect data from the Services, except through interfaces expressly provided by SPOC AI for such purpose;
(e)
use the Services for any purpose that is unlawful, fraudulent, deceptive, harmful, or in violation of any Applicable Law, regulation, or guideline;
(f)
use the Services to transmit any virus, malware, trojan, worm, or other harmful or disruptive code or material;
(g)
use the Services for the purpose of monitoring, benchmarking, or evaluating the availability, performance, or functionality of the Services for any competitive purpose;
(h)
sublicense, sell, resell, transfer, assign, distribute, or otherwise make available the Services to any third party other than authorised Personnel within a Workspace to the extent expressly permitted under the User Terms;
(i)
use the Services to store, transmit, or distribute any material that infringes any third party's intellectual property rights, privacy rights, or other proprietary rights;
(j)
interfere with or disrupt the integrity or performance of the Services or any server or network connected thereto;
(k)
impersonate any person or entity, or misrepresent an affiliation with any person or entity; or
(l)
engage in any conduct that could damage, disable, overburden, or impair the functioning of the Services.
SPOC AI reserves the right to investigate and take appropriate action (including suspension or termination of access and reporting to law enforcement authorities) in respect of any User that violates this clause 8.
9. AI FEATURE TERMS
(a)
The Services may incorporate AI Features. Use of AI Features is subject to the User Terms
10. THIRD-PARTY SERVICES
(a)
The Services may integrate with, be delivered through, or contain links to, third-party services, applications, websites, or content (collectively, “Third-Party Services”). Such Third-Party Services are not under the control of SPOC AI, and SPOC AI is not responsible for the content, operation, availability, privacy practices, or policies of any Third-Party Service.
(b)
Your use of any Third-Party Service shall be subject to the terms, conditions, and privacy policies of the relevant third-party provider. SPOC AI does not endorse and shall not be liable for any Third-Party Service or any transaction entered into between you and any third party.
11. INTELLECTUAL PROPERTY
(a)
Users are granted a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable and royalty free license to access and use SPOC AI’s Services for business purposes.
(b)
All intellectual property rights in and to the Platform, the Services, and all related technology, software, algorithms, designs, graphics, text, data compilations, documentation, and other materials (excluding User Content) are and shall remain the exclusive property of SPOC AI. Nothing in these Terms shall be construed as transferring any intellectual property rights to any User.
(c)
The name, logo and trademarks of SPOC AI, the Platform and Services are the property of SPOC AI. Users shall not use, reproduce, or display any SPOC AI marks without the prior written consent of SPOC AI. Users retain all intellectual property rights in and to their User Content. The licence granted to SPOC AI under clause 7(b) does not transfer ownership of User Content to SPOC AI.
(d)
If a User provides any feedback, suggestions, ideas, or recommendations to SPOC AI regarding the Services (“Feedback”), SPOC AI shall be free to use, disclose, reproduce, licence, distribute, and otherwise exploit such Feedback without restriction, obligation, or compensation to the User.
12. SERVICE AVAILABILITY AND BETA FEATURES
(a)
SPOC AI shall use commercially reasonable endeavours to ensure the availability of the Services. However, SPOC AI does not warrant that the Services will be uninterrupted, error-free, or available at all times. The Services may be subject to temporary unavailability due to maintenance, upgrades, server failures, telecommunications failures, or other causes beyond SPOC AI's reasonable control.
(b)
SPOC AI may offer beta or trial Services (“Beta Services”) from time to time to certain Users. Beta Services are provided on an “as is” and “as available” basis without any warranty of any kind. Beta Services may contain errors, bugs, or defects, and may be modified or discontinued at any time without notice. SPOC AI shall have no liability whatsoever arising from or in connection with the use of any Beta Services. Offering Beta Services to any User / Workspace shall be at the sole discretion of SPOC AI and no User shall have the right to demand access to any Beta Services.
13. DISCLAIMERS
(a)
To the maximum extent permitted by Applicable Law, the Services, the Platform, and all content and materials made available through the Services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or quiet enjoyment.
(b)
Without limiting the foregoing, SPOC AI does not warrant or represent that: (i) the Services and/or the Platform will meet Your requirements or expectations; (ii) the Services and/or Platform will be uninterrupted, timely, secure, or error-free; (iii) any information obtained through the Services and/or the Platform will be accurate, reliable, or complete; or (iv) any defects in the Services will be corrected.
(c)
SPOC AI does not provide professional advice of any kind through the Services (including through the AI Features) and/or the Platform. Users shall not rely on the Services or any content, output, or material made available through the Services and/or the Platform as a substitute for independent professional advice.
(d)
Nothing in these Terms shall exclude or limit any warranty or consumer right that cannot be excluded or limited under Applicable Law, including the Consumer Protection Act, 2019.
14. LIMITATION OF LIABILITY
(a)
To the maximum extent permitted by Applicable Law, in no event shall SPOC AI, its directors, officers, employees, agents, affiliates, or licensors be liable to any User or third party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, reputation, revenue, goodwill, data, use, or other intangible losses, arising out of or in connection with these terms or the use of or inability to use the Services and/or the Platform, regardless of the cause of action and even if SPOC AI has been advised of the possibility of such damages.
(b)
To the maximum extent permitted by Applicable Law, the total aggregate liability of SPOC AI to any User in respect of all claims arising out of or in connection with these Terms or the Services shall not exceed the total amount of fees actually paid by such User (or the Administrator/Workspace Creator/Organisation on whose behalf such User accesses the Services and/or the Platform) to SPOC AI in the 3 months immediately preceding the event giving rise to the claim.
(c)
The limitations of liability set out in this clause 14 shall apply to the fullest extent permitted by Applicable Law.
(d)
Each provision of this clause 14 that excludes or limits liability shall be construed separately and shall survive independently of the other provisions.
15. INDEMNITY
(a)
You agree to indemnify, defend, and hold harmless SPOC AI, its directors, officers, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) Your use of the Services and/or the Platform; (ii) any User Content uploaded, transmitted, or shared by You; (iii) Your breach of any User Terms or any Applicable Law; (iv) Your violation of any third-party right, including intellectual property, privacy, or proprietary rights; or (v) any dispute between You and any other User or third party.
(b)
SPOC AI reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by You. You agree to cooperate with SPOC AI in the defence of any such claim.
(c)
This indemnity obligation shall survive the termination or expiry of the User Terms and Your account.
16. CONSUMER PROTECTION, GRIEVANCE REDRESSAL AND NOTICES
(a)
In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the Consumer Protection Act, 2019 (and rules and guidelines framed thereunder), SPOC AI has appointed a Grievance Officer to address complaints and grievances of Users. The details of the Grievance Officer are as follows:
Email: support@getspoc.com
(b)
Any complaint or grievance may be submitted to the Grievance Officer by email at the address specified above. SPOC AI shall acknowledge receipt of any such complaint within 24 (twenty-four) hours and shall endeavour to resolve the complaint within 7 (seven) days of receipt (or such other period as may be prescribed by Applicable Law), in accordance with applicable regulations.
(c)
All notices required or permitted under these Terms shall be in writing and shall be deemed duly given when: (i) sent by email to the address associated with the User's account (in the case of notices to Users) or to support@getspoc.com (in the case of notices to SPOC AI); or (ii) posted on the Platform or on the SPOC AI website. Notice by email shall be deemed received on the date of transmission, provided no delivery failure notification is received by the sender.
17. GOVERNING LAW AND DISPUTE RESOLUTION
(a)
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India.
(b)
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, which cannot be resolved amicably between the parties within thirty (30) days of written notice by either party to the other, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, failing which each party shall appoint an arbitrator, and such arbitrators shall appoint the third arbitrator. The seat of arbitration shall be Hyderabad, India. The language of the arbitration proceedings shall be English. The award rendered by the arbitrator shall be final and binding upon the parties.
(c)
Notwithstanding the foregoing, either party may seek interim or injunctive relief from the courts of Hyderabad, India, to prevent irreparable harm pending the outcome of arbitration.
(d)
Subject to the arbitration clause above, the courts at Hyderabad, India shall have exclusive jurisdiction over any proceedings arising out of or in connection with these Terms.
18. CHANGES TO TERMS
(a)
SPOC AI reserves the right to amend, modify, or replace these Terms and/or any other User Terms at any time in its sole discretion. In the event of any material amendment, SPOC AI shall endeavour to notify Users by such means as it considers reasonable in the circumstances, which may include notification via the mobile application, communication by email, or publication of the revised User Terms on the SPOC AI website.
(b)
Users' continued access to or use of the Platform and/or Services following the implementation of any amendment shall constitute acceptance of the amended User Terms. If a User does not agree to the amended User Terms, the User must discontinue use of the Services and may terminate their account in accordance with these Terms.
(c)
The latest version of these Terms and the other User Terms shall be available for reference on the SPOC AI website at all times.
19. MISCELLANEOUS
(a)
Entire Agreement. These Terms and any other policies or terms expressly incorporated herein by reference, constitute the entire agreement between You and SPOC AI with respect to the subject matter hereof and supersede all prior or contemporaneous communications, understandings, and agreements (whether written or oral) between the parties with respect to such subject matter.
(b)
Severability. If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.
(c)
Waiver. No failure or delay by SPOC AI in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
(d)
Assignment. SPOC AI may assign, transfer, or delegate its rights and obligations under these Terms without the User's consent. The User shall not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of SPOC AI.
(e)
Force Majeure. SPOC AI shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond SPOC AI's reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, labour disputes, governmental actions, fire, flood, telecommunications failures, power failures, or internet disruptions.
(f)
No Third-Party Beneficiaries. These Terms do not confer any benefit or right on any third party. No person who is not a party to these Terms shall have any right to enforce any provision hereof.
(g)
Relationship of the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between SPOC AI and any User.
(h)
Language. These Terms are drafted in the English language. In the event of any conflict between the English version and any translation thereof, the English version shall prevail.
(i)
Headings. The headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.
DATA PROCESSING ADDENDUM
1. HOW THIS DATA PROCESSING ADDENDUM APPLIES
1.1.
This Data Processing Addendum (“DPA”) forms part of the User Terms and Conditions (“User Terms”) between the Workspace Creator / Organisation and SPOC AI Technologies Private Limited (“SPOC AI”). This DPA applies to SPOC AI’s processing of User Content which may include Personal Data on the instructions of the Workspace Creator / Organisation in the course of providing the Services.
1.2.
The Workspace Creator / Organisation and SPOC AI hereby agrees to be bound by the obligations set out in this DPA.
1.3.
DEFINITIONS
For the purposes of this DPA, the following definitions apply:
(a)
“Applicable Data Protection Law” means the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025, and any rules, regulations, or notifications issued thereunder, as amended from time to time.
(b)
“Organisation” means the businesses or other entity on whose behalf the Services are being used by any User and/or on behalf of whom any Workspace Creator has created a Workspace, and which Organisation has entered into a separate customer agreement with SPOC AI in relation to the Platform and the Services.
(c)
“Data Fiduciary” has the meaning given to it under the Digital Personal Data Protection Act, 2023, being the person who alone or in conjunction with other persons determines the purpose and means of processing of Personal Data. For the purposes of this DPA, the Workspace Creator / Organisation is the Data Fiduciary.
(d)
“Data Principal” has the meaning given to it under the Digital Personal Data Protection Act, 2023, being the individual to whom the Personal Data relates.
(e)
“Data Processor” has the meaning given to it under the Digital Personal Data Protection Act, 2023, being any person who processes Personal Data on behalf of a Data Fiduciary. For the purposes of this DPA, SPOC AI is the Data Processor.
(f)
“Personal Data” means any data about any individual who is identifiable by or in relation to such data and shall have the meaning assigned to it under the Digital Personal Data Protection Act, 2023.
(g)
“User Content” means any data, text, files, documents, images, messages, or other materials uploaded, transmitted, posted, shared, or otherwise including Personal Data made available by a User through the Services.
(h)
“Workspace Creator” means the person who creates a Workspace for themselves or on behalf of an Organisation.
(i)
“Personal Data Breach” means any unauthorised processing of Personal Data or accidental disclosure, acquisition, sharing, use, alteration, destruction, or loss of access to Personal Data, that compromises the confidentiality, integrity, or availability of Personal Data, and shall have the meaning assigned to it under the Digital Personal Data Protection Act, 2023.
Other capitalized terms used but not defined herein have the meanings set forth in the User Terms or are otherwise defined contextually within these data processing terms.
2. WORKSPACE CREATOR / ORGANISATION’S OBLIGATIONS
2.1.
The Workspace Creator / Organization acknowledges and agrees that SPOC AI collects, uses, discloses and/or processes Personal Data which may be contained in User Content in accordance with the instructions of the Workspace Creator / Organization, and solely for the purposes of performing the Services and SPOC AI’s obligations under the User Terms. The Workspace Creator / Organization remains at all times the Data Fiduciary that determines the purposes and means of processing of Personal Data and shall be responsible for compliance with the Applicable Data Protection Law for such Personal Data.
2.2.
The Workspace Creator / Organization warrants that:
(a)
Applicable Data Protection Law does not prevent SPOC AI from fulfilling the instructions received from the Workspace Creator / Organization and performing SPOC AI’s obligations under this DPA;
(b)
It has complied and continues to comply with Applicable Data Protection Law, in particular that it has obtained any necessary consents from Data Principals and issued all required notices and otherwise has a lawful purpose to enable the processing of Personal Data by SPOC AI as set out in this DPA and as envisaged by the User Terms.
2.3.
Notwithstanding anything to the contrary, the Workspace Creator / Organization acknowledges and agrees that it is the exclusive responsibility of the Workspace Creator / Organization to:
(a)
prior to disclosing any Personal Data to SPOC AI, inform the relevant Data Principals of the purposes for which their Personal Data may be collected, used, disclosed and/or processed by SPOC AI on behalf of the Workspace Creator / Organization, and obtain all necessary consents from Data Principals for such processing (where such consents are required under Applicable Data Protection Law);
(b)
ensure the accuracy, quality, completeness, and legality of the Personal Data disclosed to SPOC AI;
(c)
ensure that the collection, processing, and transfer of Personal Data through the Services is lawful.
2.4.
The Workspace Creator / Organisation acknowledges and agrees that SPOC AI may engage its affiliates and other third-party sub-processors solely for the purpose of providing the Services.
3. SPOC AI’S OBLIGATIONS
3.1.
SPOC AI shall only process Personal Data in accordance with the instructions of the Workspace Creator / Organisation as set out in the User Terms and this DPA, and solely for the purposes of performing the Services and SPOC AI’s obligations.
3.2.
SPOC AI shall ensure that any person authorised to process Personal Data is bound by appropriate obligations of confidentiality.
3.3.
SPOC AI shall implement appropriate technical and organizational measures to protect the Personal Data processed under these User Terms and DPA including against unauthorized or unlawful processing or accidental loss, alteration, disclosure, or destruction. These include reasonable security safeguards in accordance with Rule 6 of the Digital Personal Data Protection Rules, 2025, to protect Personal Data against unauthorised or unlawful processing, accidental loss, alteration, disclosure, or destruction.
3.4.
SPOC AI shall notify the Workspace Creator / Organisation without any undue delay of any Personal Data Breach relevant to User Content.
3.5.
Taking into account the nature of processing and the information available to SPOC AI, SPOC AI will provide reasonable assistance to the Workspace Creator / Organisation, in fulfilling the obligations of the Workspace Creator / Organisation under Applicable Data Protection Law to respond to requests from Data Principals regarding the exercise of their rights under the Digital Personal Data Protection Act, 2023.
3.6.
SPOC AI may engage its affiliates and third-party sub-processors to process Personal Data on its behalf. SPOC AI shall ensure that any sub-processor is bound by obligations no less protective than those imposed on SPOC AI under this DPA, and SPOC AI shall remain responsible for the performance of its sub-processors.
3.7.
To the extent required by Applicable Data Protection Law applicable to a Workspace Creator / Organization as the Data Fiduciary, SPOC AI agrees to provide reasonable support in respect of your obligations as a Data Fiduciary, in particular regarding the security of the processing Personal Data or regarding Personal Data Breaches, by providing you with reasonable assistance, taking into account the nature of the processing and the information available to SPOC AI.
3.8.
Upon your request, SPOC AI will make available to you all information and provide all assistance that is reasonably necessary to demonstrate SPOC AI’s compliance with its legal obligations as a processor under the DPA.
3.9.
SPOC AI shall retain User Content, including personal data, associated traffic data, and other processing logs, for a minimum period of one year from the date of processing, to assist the Workspace Creator / Organisation in complying with its obligations under Rule 8(3) of the Digital Personal Data Protection Rules, 2025, or for such shorter period as may be instructed by the Workspace Creator / Organisation.
3.10.
Upon termination or expiry of the User Terms, SPOC AI shall delete or return Personal Data in accordance with the User Terms, unless retention is required by Applicable Data Protection Law.
4. INDEMNITY
4.1.
Without prejudice to the indemnity obligations already covered in the User Terms, the Workspace Creator / Organisation agrees to defend, indemnify and hold harmless SPOC AI from and against any and all suits, actions, claims or proceedings arising from an actual or potential breach of this DPA by the Workspace Creator / Organisation and/or its Users, or any regulatory, lawsuit or governmental action related to the processing conducted in relation to this DPA.
5. MISCELLANEOUS
5.1.
This DPA shall remain in force for the duration of the User Terms, for which this DPA forms a part thereof.
5.2.
If there is any conflict between this DPA and the remainder of the User Terms, this DPA shall prevail to the extent of such conflict.
5.3.
This DPA and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the governing law of the User Terms. The parties submit to the dispute resolution provisions of the User Terms.
5.4.
Any matters not addressed in this DPA shall be governed by the User Terms.