1. Definitions

• "Client" refers to a business entity that uses the Platform to find and engage talent for projects.

• "Expert" refers to an individual professional who uses the Platform to offer their skills and services.

• "Project" refers to a specific scope of work or assignment for which a Client engages an Expert.

• "Project Agreement" refers to the specific terms (such as scope, deliverables, and payment rate) for a Project, which will be communicated to the Expert upon invitation.

• "Work Product" means any and all work, materials, or deliverables created by an Expert in the performance of a Project.

2. Scope of io-ai Services

io-ai operates a product-led Platform that acts as a sourcing partner and facilitator. We connect Clients with Experts for Projects. Our role is strictly limited to:
(a) Providing a platform for Experts to showcase their skills.
(b) Sourcing and vetting Experts for Client requirements.
(c) Facilitating the matching of Experts and Clients for Projects.
(d) Acting as a payment intermediary for services rendered by Experts to Clients.

io-ai is not a party to the direct contractual relationship between a Client and an Expert. We do not control the quality, timing, or legality of the services delivered by Experts, nor do we control the scope of work requested by Clients.

3. Account Registration and Eligibility

To use the Platform, you must register for an account and be at least 18 years of age and legally capable of entering into binding contracts. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate. You are responsible for safeguarding your password and for all activities that occur under your account.

4. Obligations of Experts

As an Expert, you agree to:

• Provide truthful and accurate information in your profile and assessments.

• Perform services for Clients in a professional and workmanlike manner.

• Maintain strict confidentiality of all Client information and Project details.

• Comply with all terms of the applicable Project Agreement.

5. Intellectual Property Rights

Unless otherwise specified in a Project Agreement, the following terms apply:
The Client shall be the sole and exclusive owner of all rights, titles, and interests in and to the Work Product. The Expert hereby irrevocably assigns to the Client all of their rights, titles, and interests in and to the Work Product, including all intellectual property rights therein. The Expert agrees to assist the Client, at the Client’s expense, to secure the Client’s rights in the Work Product.

6. Payments

Clients will be billed for Expert services through the Platform. io-ai will facilitate payment to the Expert as per the rates and schedule defined in the Project Agreement, after deducting applicable fees and taxes. The Expert is solely responsible for paying their own taxes, duties, and other governmental levies.

7. Confidentiality

You agree not to disclose, use, or misappropriate any confidential information of io-ai, its Clients, or other users, which may be shared with you in connection with a Project or your use of the Platform. This obligation survives the termination of your account.

8. Disclaimer of Warranties

The Platform and its content are provided "as is" and "as available" without any warranties of any kind, either express or implied. io-ai does not guarantee that the platform will be error-free or uninterrupted, nor do we make any warranty as to the results that may be obtained from the use of the platform, or the quality or reliability of any services obtained through the platform.

9. Limitation of Liability

To the fullest extent permitted by law, in no event will io-ai, its affiliates, or their licensors, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the platform; (ii) any conduct or content of any third party on the platform, including any Client or Expert; or (iii) the performance or non-performance of services by an Expert.

io-ai's role is solely that of a facilitator. We assume no responsibility for the project scope, timelines, payment disputes (beyond our role as an intermediary), or the quality of deliverables. Our total liability to you in any matter arising out of or related to these terms is limited to the greater of (a) ₹10,000 INR or (b) the total fees retained by io-ai with respect to your account during the six-month period preceding the event giving rise to the liability.

10. Indemnification

You agree to defend, indemnify, and hold harmless io-ai and its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Platform or your violation of these Terms.

11. Termination

We may terminate or suspend your account and bar access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

12. Governing Law and Dispute Resolution

These Terms shall be governed and construed in accordance with the laws of India, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat of the arbitration shall be [New Delhi/Bengaluru], India. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties.

13. General Terms

These Terms constitute the entire agreement between you and io-ai regarding our Platform. If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck and the remaining provisions will be enforced. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.