Last Updated: 27 April 2026

This document is an electronic record within the meaning of the Information Technology Act, 2000, and the rules framed thereunder, as applicable and as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signature.

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediary Guidelines) Rules, 2011, which require publishing the Rules and Regulations, Privacy Policy, and Terms of Service governing access to and use of the domain name https://www.cxcherry.io/ (the "Website").

1. Terms of Service

These Terms of Service (the "Terms") constitute a legally binding agreement between ProlearnEd Tech Private Limited, its subsidiaries, and affiliates ("Company," "Supplier," "CXcherry," "we," "our," or "us") and you ("User" or "Customer", "Organisation"). These Terms shall become effective upon your acceptance thereof, whether directly or indirectly, in electronic form or by means of an electronic record, and shall govern the relationship between CXcherry and you with respect to your use of the Website https://www.cxcherry.io/, our Services, and any other websites, software, mobile or digital applications, or other services we may offer from time to time in connection therewith (collectively referred to as the "Platform" or "CXcherry"). The Platform is owned and operated by ProlearnEd Tech Private Limited, having its registered office at A1010, Odela, Sr. No. 52/53, Bavdhan, Pune, Maharashtra, India – 411021.

For the purposes of these Terms, wherever the context so requires, "you" or "your" refers to any natural or legal person who has registered on our Platform as a Customer and availed themselves of our Services, including their Authorised Users on the Platform. The term "User" shall collectively refer to Customers, their Authorised Users, End Users (as defined below), and any other individual or entity who accesses or interacts with our Platform and/or Customer's Portal(s). These Terms apply to all Users regardless of the device used to access the Platform, whether a laptop, desktop, mobile device, or tablet.

1.1 About CXcherry

CXcherry is an AI-powered, cloud-based Learning Management System ("LMS") designed to simplify and enhance online training and skill development for organisations of all sizes. The Platform supports diverse content formats — including SCORM, AICC, videos, documents, quizzes, and podcasts — catering to both self-paced and instructor-led training models. With built-in gamification features such as points, badges, and leaderboards, CXcherry drives learner motivation and engagement, making learning impactful and enjoyable. As a Data Processor, CXcherry ensures compliance with applicable Data Protection Laws while managing and processing data for Customers, Authorised Users, and End Users in accordance with its Privacy Policy and applicable data protection regulations including the Digital Personal Data Protection Act, 2023 (India) and the GDPR, where applicable.

1.2 Acceptance of Terms

Our role under these Terms is limited to the administration and management of the Platform, including any Services made available to you thereon.

THESE TERMS OF SERVICE ARE DESIGNED TO HELP YOU UNDERSTAND THE GUIDELINES AND RULES GOVERNING YOUR USE OF OUR PLATFORM. ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM AND/OR SERVICES CONSTITUTES YOUR UNCONDITIONAL AGREEMENT TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING.

By accepting these Terms, whether impliedly or expressly, you also accept and agree to be bound by our other applicable policies, including the Privacy Policy and the Acceptable Use Policy, as amended from time to time, each of which is incorporated herein by reference. We encourage you to read these policies in conjunction with these Terms to better understand how you may update, manage, export, and delete your information. If you do not agree with any provision of these Terms, please do not access or use our Platform and/or Services.

CXcherry reserves the right to amend these Terms at any time, in its sole discretion, without prior individual notice to you. Any such amendments shall take effect from the date indicated in the updated version of these Terms. You are responsible for periodically reviewing these Terms and their effective date to remain informed of the terms and conditions applicable to your use of our Services. Your continued use of the Platform and/or Services following any modification shall constitute your acceptance of the amended Terms, whether or not you have read them.

2. Definitions

For the purposes of these Terms, the following words and expressions shall have the meanings assigned to them below, unless the context otherwise requires:

"Account Owner" means an Administrator designated by the Customer with extensive administrative control and authority over the Customer's account, including the authority to assign administrative rights to other Administrators and/or Authorised Users, as further specified in the Services interface.

"Administrator" means an Authorised User designated by the Customer with certain administrative responsibilities over the Customer's account, as further specified in the Services interface.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. For this purpose, "control" means the power to direct or cause the direction of the management or policies of such entity, whether through beneficial ownership of voting securities, by contract, or otherwise.

"Authorised User" means an employee, contractor, agent, or other individual authorised by the Customer and/or its Affiliates to access and use the Services via the Customer's account for the purposes specified herein. The Customer is responsible for ensuring Authorised Users' compliance with these Terms.

"Customer Delivered Course" means any course that the Customer makes available, presents, or otherwise administers to Authorised Users.

"Customer Course Store Course" means a course and related materials that the Customer requests to make available to third parties via the LMS Course Store.

"Documentation" means the user guides, online help resources, training materials, and any other documentation made available to the Customer regarding the use of the Services.

"Effective Date" means the date on which the Customer first accesses the Services.

"Instructor" means an Authorised User designated by the Customer with certain instructional responsibilities over the Customer's account, as further specified in the Services interface.

"LMS Services" means services and materials relating to structuring and presenting online courses for Authorised Users, including CXcherry's Content.

"LMS Course Store" means the online course store operated as part of the Services through which Customer Course Store Courses and related materials may be promoted and made available to other users.

"Order" means an ordering document entered into by and between CXcherry and the Customer.

"Portal" means the website address assigned and/or designated by CXcherry to the Customer through which the Customer may access the Services.

"Services" means the CXcherry's hosted, internet-accessible learning management solution available under the name CXcherry, made accessible to the Customer via the Portal.

"Supplier" or "we" or "CXcherry" means ProlearnEd Tech Private Limited, the entity entering into the Order, having its registered office at A1010, Odela, Sr. No. 52/53, Bavdhan, Pune, Maharashtra, India – 411021.

"Supplier Content" means any course content and related materials that the CXcherry may make available from time to time as part of the LMS Services, whether owned by CXcherry or its third-party licensors, including but not limited to all machine-readable materials comprising such course content, related images, video and audio recordings, text, software, electronic files, data, and related documentation.

3. Eligibility to Use the Platform and Services

3.1 Eligible Users

The Platform and Services are available to individuals and entities who meet the following eligibility criteria:

• Individuals must be at least 18 years of age, or of the age of majority in their country of residence, whichever is higher;

• Individuals who are at least 16 years of age and resident in the European Union, provided that explicit consent from a parent or legal guardian has been obtained; or

• Individuals who are at least 13 years of age and resident in the United States or the United Kingdom, provided that explicit consent from a parent or legal guardian has been obtained.

Where a User is below the minimum age prescribed above, it is assumed that such User has obtained the explicit consent of their parent or legal guardian prior to accessing the Platform and the Customer's Portal. Users are also expected to possess the intention and legal capacity to effectively utilise the Services offered by the Platform.

3.2 Prohibited Users

The following persons and entities are not eligible to use the Platform or Services:

• Minors under 13 years of age: Individuals under the age of 13 are not permitted to use the Services. If you are between 13 and 18 years of age, you must not use the Platform without obtaining appropriate parental or guardian consent.

• Suspended or Barred Individuals: Individuals who have previously been suspended or prohibited from accessing the Services by CXcherry or any competent authority are not permitted to access the Platform.

• Individuals Engaged in Illegal Activities: Individuals or entities engaged in, or intending to engage in, any activity that is illegal under applicable law, including but not limited to fraud, money laundering, and terrorism financing, are not permitted to use the Services.

• Individuals with Conflicting Interests: Individuals or entities with conflicts of interest that would prevent compliance with these Terms, or that pose a risk to the integrity of the Platform or its Users.

• Users from Sanctioned Territories: You are prohibited from using the Platform if you, or the entity you represent, are domiciled, incorporated, registered, or conduct business in any country or territory subject to financial or economic sanctions, trade embargoes, or similar restrictions imposed by the Government of India, the United Nations, the UN Security Council, or any other relevant authority. This prohibition includes, but is not limited to, jurisdictions such as Pakistan, North Korea, and Syria. This prohibition also applies where you or the entity you represent is listed as a prohibited, sanctioned, debarred, or denied party by the Directorate General of Foreign Trade (DGFT), the Reserve Bank of India (RBI), the Ministry of External Affairs (MEA), or any other competent Indian or international authority. If you fall within any of the foregoing categories, you must obtain any required licence or governmental authorisation before accessing the Services.

3.3 Compliance with Laws

All Users must comply with applicable laws, regulations, and policies when using the Services. It is your responsibility to ensure that your use of the Platform does not violate any laws or regulations in your jurisdiction.

3.4 International Users

The Platform and Services are designed for global use, and CXcherry strives to comply with applicable Data Protection Laws. However, Users are solely responsible for ensuring compliance with the specific laws and regulations of their respective countries or regions when using the Platform. While CXcherry makes reasonable efforts to align its operations with widely accepted international legal standards, it does not guarantee full compliance with local laws outside India unless explicitly stated. Users are solely responsible for understanding and adhering to the laws applicable to their use of the Platform and/or Services in their jurisdiction.

4. Access Rights

4.1 Book a Demo

Customers have the option to schedule a 45–60-minute demonstration with our sales team to obtain an overview of the Platform and Services. By booking a demonstration, you agree to provide accurate and complete information as requested. The information provided during the booking process will be handled in accordance with our Privacy Policy and applicable Data Protection Laws. By providing your information, you authorise CXcherry, its employees, agents, and contractors to initiate communications with you by email, telephone, social media, or any other mutually agreeable mode of communication in connection with your use of the Platform and Services. Please note that telephone calls may be recorded for training and quality assurance purposes.

4.2 Free Trial Registration

To access the Free Trial Service, Customers must create a customer account ("Portal Account") by completing the one-time registration process and providing accurate, current, and complete information, including their first name, last name, email address, portal address, username, and password. Account creation requires a two-factor verification process via the registered email address.

The Free Trial permits use of the Platform at no charge for up to 25 (twenty-five) registered users. Once the number of users exceeds 25, the Customer must purchase a suitable Subscription Plan to continue accessing the Platform and Services. Our customer success team will notify the Customer upon reaching 90% of the free trial user quota. The Customer may upgrade to a paid Subscription Plan through the Administrator panel by selecting the applicable plan. Customers are responsible for maintaining the confidentiality of their account credentials and are liable for all activities conducted under their account.

4.3 Organisation Accounts and Authorised Users

As the primary account holder, you may designate one or more Authorised Users and/or Administrators who will have access to your organisation's account. These individuals are empowered to configure the Services to meet your organisation's needs and to oversee End Users within your Portal.

Authorised Users and Administrators are assigned specific roles and permissions, and all actions are performed on behalf of the primary account holder. The primary account holder is responsible for managing these roles, ensuring they align with the organisation's requirements, and bears full responsibility for all activities carried out on the Platform. These Terms apply equally to Authorised Users and Administrators.

You are specifically responsible for: (a) maintaining the confidentiality of your organisation's account password; (b) appointing competent individuals as Authorised Users and Administrators to manage your account; and (c) ensuring that all activities associated with your account comply with these Terms. The Platform shall not be responsible for the management of Authorised Users, Administrators, or the internal administration of Services on your behalf.

4.4 Access to the Platform or Services

Once registered on the Platform, whether on the free tier or under a Subscription Plan, CXcherry will grant you access to a dedicated Portal from which you may access the Services via a dedicated server and create your respective Portal. Depending on the Service offerings you have subscribed to, you may also gain access to various features and functionalities of the Platform.

4.5 Account Security and Updates

You are responsible for safeguarding your account credentials and preventing unauthorised access to your account. Any unauthorised access or suspected security breach must be reported to us immediately at support@cxcherry.io. If you share or permit others to access your account, you assume sole and exclusive liability for all activities conducted under that account and any resulting consequences. CXcherry shall bear no liability or responsibility for any activities or consequences arising from the use or misuse of any information under your account.

4.6 Account Suspension and Deletion

You agree to promptly notify us of any unauthorised use of your account via email to support@cxcherry.io. In the event of a suspected security breach or misuse of your account, we reserve the right to request a password change or suspend your account for a period deemed appropriate in the circumstances, without incurring any liability to CXcherry. We disclaim any responsibility for any loss or damage resulting from your non-compliance with this provision.

You are solely responsible for the accuracy and completeness of all information provided during account registration. Where CXcherry has reasonable grounds to doubt the accuracy of any information furnished by you, or where such information is found to be incorrect, false, or misleading, we reserve the right to cancel or suspend your account or Portal, either permanently or for such period as we deem appropriate.

5. Customer Delivered Courses

The Customer may elect to charge Authorised Users for access to a Customer Delivered Course. The Customer is solely responsible for, and CXcherry has no responsibility of any kind with respect to: (a) the administration and operation of each Customer Delivered Course; (b) providing support to Authorised Users in connection with their participation in a Customer Delivered Course; (c) ensuring that Customer Delivered Courses do not violate or infringe the intellectual property rights of any third party; and (d) ensuring that Customer Delivered Courses are not offensive, profane, obscene, defamatory, or otherwise unlawful.

5.1 End User Licence Agreements

The Customer may include a separate End User Licence Agreement ("EULA") that will govern the relationship between the Customer and Authorised Users with respect to their access to the Services, including Customer Delivered Courses. Any such EULA is solely between the Customer and the Authorised User. CXcherry shall not be a party to, nor bear any responsibility or liability under, any EULA. The EULA must include legally enforceable provisions that obtain all necessary licences, rights, consents, and permissions from each Authorised User, and must comply with the terms, restrictions, and conditions of these Terms and all applicable laws, rules, and regulations.

5.2 Restrictions on Use

Except as expressly set forth in these Terms, the Customer has no right to access or use the Services for any purpose other than as specified herein. All use of the Services must comply with CXcherry's applicable Documentation. The Customer shall not, and shall not enable or assist any third party to:

• modify, alter, adapt, copy, translate, perform, display, or create derivative works based upon the Services, or engage in any action that constitutes copyright infringement under applicable law, or use the Services to develop any product or application that is competitive with the Services;

• decompile, reverse engineer, disassemble, or otherwise attempt to obtain the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services;

• merge or bundle the Services with other software;

• sell, resell, licence, lease, publish, display, distribute, rent, or otherwise transfer or make available the Services to any third party — directly or through a reseller — or include the Services in any service bureau, time-sharing, or equivalent arrangement, except as expressly permitted under the Course Store Terms;

• duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements of the Services;

• publicly disseminate information regarding the performance of the Services or conduct any benchmark or stress tests;

• access, store, distribute, or transmit any viruses, worms, Trojan horses, or other harmful code that, in CXcherry's sole discretion, adversely affects the Services;

• modify, disable, or compromise the integrity or performance of the Services, data, or CXcherry's systems, including probing, scanning, or testing the vulnerability of any Supplier system or network;

• tamper with or hack CXcherry's systems, circumvent any security or authentication measures, or attempt to gain unauthorised access to the Services, related systems, networks, or data;

• decipher any transmissions to or from the servers running the Services;

• impose an unreasonable or disproportionate load on CXcherry's infrastructure by consuming extraordinary resources, including CPU, memory, disk space, or bandwidth;

• interfere with or attempt to interfere with the proper functioning of the Services in any manner; or

• use the Services in connection with any material that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, harassing, sexually explicit, or otherwise likely to cause damage or injury to any person or property.

Without prejudice to CXcherry's other rights and remedies, CXcherry reserves the right, without liability to the Customer, to disable the Customer's access to any material where the Customer breaches the restrictions set out in this Clause.

5.3 Customer's Obligations

The Customer agrees to: (a) provide reasonable information and assistance to CXcherry to enable the Services to be rendered; (b) comply with all applicable local, state, national, and international laws and regulations in connection with its use of the Services; (c) refrain from using or accessing the Services in any manner that violates, or causes the CXcherry to violate, applicable laws; (d) inform CXcherry of any legal or regulatory requirements applicable to the Customer and/or its Authorised Users that may affect CXcherry's provision of the Services; (e) notify CXcherry immediately upon becoming aware of any unauthorised use of the Services; (f) designate a qualified employee as the Customer's Administrator for the Services; (g) collect, input, and update all Authorised User data and materials provided in connection with the Services; and (h) if using a free version account, not maintain — directly or indirectly — more than one (1) account. The Customer acknowledges that it has read and understood these Terms and agrees to comply with all provisions contained herein.

6. Subscription Plans and Payment Terms

6.1 Subscription Plans

CXcherry offers paid subscription plans ("Subscription Plans") for the Services, including recurring annual options. Customers may select a plan and duration that aligns with their operational requirements. The features and pricing applicable to each plan are set out on our Website pricing section.

The Services provided under each Subscription Plan are subject to our Fair Usage Policy to ensure equitable and optimal usage for all Users. CXcherry reserves the right to monitor usage and determine compliance with the Fair Usage Policy. Any usage that exceeds the reasonable scope or intended purpose of a Subscription Plan, as determined by CXcherry, may result in a request to adjust usage, restriction of access, or an upgrade to a higher subscription tier. Repeated violations or deliberate misuse may result in suspension or termination of access to the Services.

6.2 Free Trial

Customers have the option to access an unlimited free trial version of the Platform for up to 25 (twenty-five) users, at no charge, in order to evaluate the Services prior to selecting a Subscription Plan. During the unlimited free trial, Customers may utilise the Platform and access all features available under the selected Subscription Plan. CXcherry reserves the right to modify or discontinue the free trial offer at any time without prior notice. Customers must upgrade to a paid Subscription Plan upon reaching the 25-user threshold to continue accessing the Platform and Services. Our customer success team will notify the Customer upon reaching 90% of the free trial user quota, and the Customer may complete the upgrade through the Administrator panel.

6.3 Fees and Billing

Upon selecting a Subscription Plan, you are required to pay the subscription fees ("Fees") applicable to that plan. Invoices for the Fees will be issued to the registered email address and must be paid within 30 (thirty) Business Days of receipt. All Subscription Plans are billed on an annual basis, and payment must be made in advance. CXcherry reserves the right to withhold access to the Services until payment of the Fees has been confirmed.

Upon each annual renewal of your subscription, a new invoice shall be generated. Payment must be made in accordance with the due dates specified in the invoice. Invoices will include a payment link powered by our Payment Processor, Stripe, and payments may also be made by credit card, debit card, or bank transfer, as further specified in Clause 6.5 below.

6.4 Non-Payment and Consequences of Default

Failure to make timely payment of Fees shall result in the following consequences:

• Your account will be suspended immediately upon the invoice due date.

• End User access will be restricted three (3) days following the suspension of your account.

• Our Customer Success and Accounts teams will proactively follow up regarding any outstanding payments.

• If full payment is not received within one (1) month from the invoice due date, your account will remain suspended until all outstanding amounts are settled.

• If your subscription is not renewed voluntarily within 30 (thirty) days of the invoice due date, or if invoices remain unpaid for 90 (ninety) days, all data associated with your account and Portal — including videos, content, files, reports user information, and any other materials — may be permanently deleted from our servers.

It is your sole responsibility to ensure timely payment of all Fees. CXcherry shall not be liable for any loss or damage resulting from the suspension of access to or permanent deletion of data due to non-payment.

6.5 Payment Terms and Processing

All payments for the Services are facilitated exclusively through a payment link powered by our third-party Payment Processor, "Stripe", which is authorised and regulated in relevant jurisdictions. Payments may be completed using valid credit cards, debit cards, net banking facilities, or such other payment methods as may be accepted from time to time. The payment link will be transmitted to your registered email address or through another mutually agreed method, and will direct you to a secure payment environment to complete your transaction.

For the purposes of compliance with applicable RBI guidelines, including the Reserve Bank of India's Master Directions on Payment Aggregators and Payment Gateways (as amended from time to time), and the RBI Circular on Storage of Payment System Data, please note the following:

• CXcherry does not directly collect, store, or process any payment card data, including card numbers, CVV/CVC codes, expiry dates, or bank account credentials. All such information is collected and processed directly by Stripe in accordance with Stripe's applicable privacy policy and terms of service, and in compliance with applicable Payment Card Industry Data Security Standards (PCI-DSS).

• Stripe operates as a Payment Aggregator/Payment Gateway and is responsible for routing payment transactions, issuing transaction receipts, and maintaining payment data in accordance with applicable RBI guidelines and data localisation requirements.

• All payment data pertaining to transactions involving Indian residents or entities shall be stored on servers located in India, in accordance with RBI's data localisation directives, to the extent required and facilitated by Stripe.

• In the event of any payment failure, chargeback, or dispute, Users must contact CXcherry finance team on finance@cxcherry.io or their respective financial institution in the first instance, as CXcherry does not have access to payment transaction data.

• CXcherry is not a payment aggregator, payment gateway, or financial institution and does not hold a payment system licence under the Payment and Settlement Systems Act, 2007. The payment facilitation services described herein are provided solely by Stripe.

You are solely responsible for providing accurate and complete payment information. Any costs, expenses, losses, or damages resulting from incorrect or incomplete payment details submitted by you shall be your sole responsibility. CXcherry disclaims all liability for the following:

• Lack of authorisation for a transaction;

• Transactions declined due to the transaction amount exceeding a preset limit agreed between you and your financial institution;

• Payment failures arising from technical or network issues; or

• Transactions declined for any other reason by the Payment Processor or the relevant financial institution.

CXcherry further disclaims any responsibility for additional charges imposed by your financial institution, including international transaction fees, currency conversion charges, or overdraft penalties.

6.6 Taxes

All Fees are exclusive of applicable taxes, levies, or duties imposed by relevant tax authorities, including but not limited to Goods and Services Tax (GST) in India, Value Added Tax (VAT), withholding tax, or any other applicable local taxes. You are solely responsible for calculating, reporting, and remitting all such taxes applicable to your use of the Services in your jurisdiction. Failure to comply with applicable tax obligations may result in additional charges. CXcherry shall not be liable for any tax liability arising from your use of the Services.

6.7 Currency

All payments for Indian Customers shall be made in Indian Rupees (INR) via wire transfer or net banking or cheque. Payments for international Customers shall be made in United States Dollars (USD). CXcherry does not facilitate transactions in any other currency. Where you choose to pay in a currency other than the applicable default currency, the prevailing conversion rate shall apply, and any currency conversion costs shall be borne solely by you.

6.8 Discounts and Promotions

CXcherry reserves the exclusive right to offer discounts or promotional pricing on its Fees. Any such offers, if available, will be communicated directly through the Platform or via official channels such as email, SMS, or telephone. Such offers may only be availed through the Platform unless otherwise explicitly stated by CXcherry. No individual or third party is authorised to offer discounts on CXcherry's Fees on CXcherry's behalf. CXcherry disclaims all liability for any claims arising from unauthorised discounts or offers made by any person or entity other than CXcherry.

6.9 Nature of Payment Facility

The payment facilitation service provided by CXcherry does not constitute a banking service or financial service as defined under applicable Indian law. CXcherry acts solely as a facilitator, providing an automated electronic payment mechanism for transactions on the Platform through the existing authorised banking infrastructure and payment gateway networks operated by Stripe. In providing this facilitation service, CXcherry does not act as a trustee or in any fiduciary capacity in connection with any transaction.

6.10 Pricing Changes

CXcherry reserves the right to periodically review and adjust Subscription Plans and pricing to reflect market dynamics and service enhancements. You will be notified of any pricing changes prior to the effective date, and updates will be accessible on the Platform. Any pricing changes shall not affect Services for which payment has already been made.

6.11 Payment Terms for Customer's Portal

Customers are solely responsible for determining the fees charged for services or content offered through their Portal. CXcherry does not set, control, or bear responsibility for such fees. Payments for services offered through the Customer's Portal are processed by third-party payment providers, and CXcherry is not a party to such transactions. Customers must comply with the terms and conditions of their chosen payment providers, who are responsible for processing payments, issuing receipts, and remitting funds after deducting applicable fees and taxes. CXcherry shall not be liable for any additional charges imposed by such third-party providers.

Where a Subscription Plan includes a revenue-sharing arrangement with CXcherry, the applicable third-party payment provider may deduct its fees and applicable taxes before transferring the balance to the Customer. Customers are responsible for managing any subscription cancellations in connection with their Portal directly, and CXcherry shall not be liable for any failure to do so. In the event of payment disputes arising from transactions processed through a Customer's Portal, CXcherry shall not be responsible for accepting, rejecting, or adjudicating any claims once the relevant payment provider has processed the transaction.

7. Cancellation Policy

If you wish to cancel your subscription to the Platform, you may initiate the cancellation process by writing to us at support@cxcherry.io. Subscription payments are due and payable on a recurring annual basis, commencing 30 (thirty) days from the initial subscription date.

Given that the Platform offers a free trial and that all Subscription Plans are structured on an annual, pre-paid basis, you may terminate your subscription at any time during the contract period (12 months) by providing 30 (thirty) days' advance written notice. However, all annual subscription fees are non-refundable. No pro-rata refunds shall be issued in the event of early cancellation.

If you are dissatisfied with the quality of our Services, please contact us at support@cxcherry.io without delay and communicate your concerns. We will endeavour to address your complaint as soon as reasonably practicable.

7.1 Loss of Data, Content, and Capacity

If your account or any Services or third-party services associated with your account are cancelled — whether at your request or at the Platform's discretion — such cancellation may result in the loss of certain content, features, or functionalities of your account, including any User Content or usage data retained therein ("Capacity Loss"). CXcherry shall not be liable in any way for such Capacity Loss, or for maintaining a backup of your account or User Content.

Following the termination of your account or Services, CXcherry reserves the right to retain your associated data for a period of 90 (ninety) days. After the expiry of this period, CXcherry reserves the right, but is not obligated, to permanently delete all such data as part of its normal operational procedures. Once deleted, such data cannot be recovered.

8. Term and Termination

8.1 Term of Agreement

The term of this Agreement shall commence on the Effective Date and shall continue in effect unless and until terminated in accordance with these Terms (the "Term"). Upon the effective date of termination of this Agreement, all then-current Subscriptions shall also terminate, unless otherwise agreed in writing between the CXcherry and the Customer.

8.2 Termination for Cause

Either party shall have the right, upon written notice to the other, to terminate this Agreement without liability on the occurrence of any of the following events: (a) the other party commits a material breach of any term or condition of this Agreement and such breach has not been remedied within 30 (thirty) days after receipt of written notice to remedy; (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, is subject to the appointment of a receiver over its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law (whether domestic or foreign), is wound up voluntarily or otherwise, or suffers any similar action in consequence of indebtedness; or (c) the other party engages in any unlawful activity.

8.3 Termination for Convenience

The Customer may terminate this Agreement at any time without cause upon 30 (thirty) days' prior written notice to the CXcherry, upon which any active Subscription shall be deemed terminated as well. The Customer acknowledges that in the event of termination for convenience, any prepaid Fees corresponding to the unused portion of the Subscription term are non-refundable.

8.4 Effect of Inactivity

If the Customer holds a free version account and does not log into that account for a continuous period of 6 (six) months, the account will be permanently deleted. CXcherry will notify the Customer by email at least 30 (thirty) days prior to deletion, with a follow-up reminder at least 7 (seven) days before the scheduled deletion date. Upon such deletion, all Customer Content will become inaccessible and may be permanently deleted.

8.5 Effect of Termination

Upon termination of this Agreement: (a) all licence rights granted to the Customer hereunder shall immediately terminate, and the Customer must cease all use of the Services; (b) the Customer will no longer be authorised to access its account or the Services; (c) the Customer must pay CXcherry all outstanding amounts that were due prior to the date of termination; and (d) all payment obligations accrued prior to termination shall survive the termination of this Agreement.

8.6 Modification of the Services

CXcherry reserves the right to modify or discontinue the Services at any time, including by limiting or discontinuing certain features, temporarily or permanently, without notice to the Customer. CXcherry shall have no liability for any change to the Services or any suspension or termination of the Customer's access to or use of the Services.

9. Intellectual Property

CXcherry and its licensors retain all intellectual property rights in and to the Services and their components, including the source code, Documentation, Portals, URLs, appearance, structure, organisation, preparatory design materials, and all other elements of the Services ("Materials"). All Materials constituting or forming part of the Services are the property of CXcherry or its third-party licensors. Except for the right to use the Services during the Term as provided in these Terms, nothing herein grants the Customer any right, title, or interest in or to the Services. CXcherry reserves all rights in and to the Materials not expressly granted in these Terms.

To the extent the Customer provides CXcherry with any feedback relating to the Services — including feedback relating to usability, performance, interactivity, bug reports, and test results ("Feedback") — CXcherry shall own all right, title, and interest in and to such Feedback, and the Customer hereby makes all assignments necessary to give effect to such ownership. The Customer agrees to promptly notify CXcherry of any third-party claim relating to the intellectual property rights in the Services or the Documentation.

10. Customer Content

10.1 Customer Content Generally

Certain features of the Services may permit Users to upload content to the Services, including courses, messages, reviews, photographs, videos, images, folders, data, text, and other works ("Customer Content"), and to publish such Customer Content on the Services. You retain any copyright and other proprietary rights you may hold in the Customer Content you post or upload to the Services.

10.2 Licence Grant to CXcherry

By providing Customer Content to or via the Services, you grant CXcherry a worldwide, non-exclusive, royalty-free, fully paid-up right and licence (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Customer Content, in whole or in part, solely for the purpose of providing the Services as described in these Terms.

10.3 Licence Grant to Other Users

By providing Customer Content to or via the Services for access by other users, you grant those users a non-exclusive licence to access and use that Customer Content as permitted by these Terms and the functionality of the Services.

10.4 Representations and Warranties Regarding Customer Content

CXcherry disclaims any and all liability in connection with Customer Content. You are solely responsible for your Customer Content and the consequences of providing it via the Services. By providing Customer Content via the Services, you affirm, represent, and warrant that:

1. you are the creator and owner of the Customer Content, or you have all necessary licences, rights, consents, and permissions to authorise CXcherry and users of the Services to use and distribute your Customer Content as necessary to give effect to the licences granted herein, in the manner contemplated by CXcherry, the Services, and these Terms;

2. your Customer Content, and the use thereof as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party intellectual property rights; (ii) defame, slander, libel, or invade the right of privacy, publicity, or other proprietary rights of any person; or (iii) cause CXcherry to violate any applicable law or regulation;

3. your Customer Content would not be regarded by a reasonable person as objectionable, profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate; and

4. you have obtained all necessary approvals and authorisations to grant the licences to CXcherry set out in these Terms.

10.5 Customer Content Disclaimer

CXcherry is under no obligation to edit or control Customer Content posted or published by you or other Users, and shall not be responsible or liable for any Customer Content. CXcherry may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that, in its sole judgment, violates these Terms or is otherwise objectionable. By using the Services, you acknowledge that you may be exposed to Customer Content from a variety of sources that may be inaccurate, offensive, indecent, or objectionable, and you waive any legal or equitable right or remedy against CXcherry in connection with such Customer Content. If notified by a User or content owner that Customer Content allegedly does not conform to these Terms, CXcherry may investigate the allegation and, in its sole discretion, determine whether to remove the relevant Customer Content. CXcherry does not permit copyright-infringing activities on the Services.

10.6 Monitoring of Content

CXcherry does not control and has no obligation to monitor: (a) Customer Content; (b) content made available by third parties; or (c) the use of the Services by its Users. You acknowledge and agree that CXcherry reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and compliance purposes. If CXcherry elects to monitor content, it assumes no responsibility or liability for such content, or for any loss or damage incurred as a result of the use of such content.

10.7 Reporting Copyright Infringement

Users agree not to upload or transmit any communications or Customer Content that infringes or violates the rights of any party while using the Platform and/or Customer's Portal. CXcherry does not permit infringing materials to remain on the Platform or Customer's Portal, and encourages Users to promptly notify us if they believe that any materials on the Platform — including advertisements or linked content — infringe third-party copyrights.

Upon receipt of a proper notice of claimed infringement under the Copyright Act, 1957 ("Act"), CXcherry will respond promptly to remove or disable access to the allegedly infringing material and will follow the procedures specified in the Act to resolve the claim between the notifying party and the alleged infringer. To report copyright infringement, please contact us at info@cxcherry.io.

CXcherry reserves the right to terminate its contractual relationships with Users who repeatedly infringe the intellectual property rights of others. Upon receipt of a copyright infringement notice, CXcherry may cancel your account or remove any Customer Content, in its sole discretion, with or without prior notice to you. Any notices filed pursuant to this Clause may be deemed accepted, applicable, and compliant with the Act, or otherwise, at CXcherry's sole reasonable discretion. CXcherry reserves the right to notify the person or entity that provided the infringement notice of any action taken and to share the relevant details included therein.

CXcherry has no obligation to proactively monitor or enforce any intellectual property rights associated with Customer Content; however, CXcherry reserves the right to enforce such rights through any means it considers appropriate.

11. Third-Party Terms

11.1 Third-Party Services and Linked Websites

CXcherry may provide tools through the Services that enable you to export information, including Customer Content, to third-party services — including through features that allow you to link your account with a third-party service such as Hubspot, BambooHR, Arlo, LinkedIn, Gmail or Facebook, or through the implementation of third-party social features (such as "like" or "share" or "Login" buttons). By using such tools, you agree that CXcherry may transfer the relevant information to the applicable third-party service. Third-party services are not under CXcherry's control, and, to the fullest extent permitted by applicable law, CXcherry is not responsible for any third-party service's use of your exported information. The Services may also contain links to third-party websites. Such websites are not under CXcherry's control, and CXcherry is not responsible for their content.

11.2 Third-Party Software

The Services may include or incorporate third-party software components that are generally available under open-source or other permissive licences granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Services are provided to you subject to these Terms, nothing herein prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licences, or from using Third-Party Components in accordance with those licences.

11.3 Limitations on Availability

You acknowledge that certain Third-Party Components or features of the Services may not function properly or may be unavailable when accessed from certain jurisdictions due to technical, legal, or regulatory limitations. The CXcherry provides no warranties regarding the availability or performance of such components and disclaims all liability arising from any limited or impaired functionality of the Services attributable thereto.

12. Confidential Information

During the Term, in connection with this Agreement, each party (a "Disclosing Party") may disclose to the other party (a "Receiving Party") confidential or proprietary materials and information ("Confidential Information"). All materials and information disclosed by a Disclosing Party that are identified at the time of disclosure as "Confidential" or that bear a similar legend, as well as all information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be treated as "Confidential Information." For the avoidance of doubt, the Services, all pricing information, and the terms of this Agreement constitute Confidential Information of CXcherry.

The Receiving Party shall: (a) maintain the confidentiality of the Confidential Information; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) use the Confidential Information solely for the purposes contemplated under this Agreement.

The obligations in this Clause shall not apply to any information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; (c) is disclosed to the Receiving Party by a third party without restriction; or (d) was lawfully in the Receiving Party's possession prior to disclosure and was not obtained directly or indirectly from the Disclosing Party.

The Receiving Party may disclose Confidential Information as required by applicable law or court order, provided that it gives the Disclosing Party prompt written notice thereof and uses its best efforts to limit the scope of disclosure. Upon request by the Disclosing Party, the Receiving Party shall promptly return all Confidential Information in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to third parties to the limited extent necessary to exercise its rights or perform its obligations under this Agreement, provided that all such third parties are bound by confidentiality obligations no less protective than those set out herein. All Feedback shall, as between the parties, constitute Confidential Information of CXcherry.

13. Warranties and Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CXCHERRY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CXCHERRY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES OR THROUGH ANY LINKED THIRD-PARTY WEBSITES OR APPLICATIONS, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR MATERIALS; (2) PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (3) UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (5) ANY VIRUSES, MALWARE, TROJAN HORSES, OR OTHER HARMFUL CODE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY. CXCHERRY WILL NOT BE RESPONSIBLE FOR MONITORING OR INTERMEDIATING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER OF PRODUCTS OR SERVICES.

CXcherry strives to keep the Platform operational, but cannot guarantee uninterrupted or error-free operation, nor can it ensure that the Platform is free from viruses or harmful components. Users are responsible for maintaining an internet connection, compatible devices, and for bearing the associated costs, including network charges. The Platform may not operate seamlessly on all devices, and scheduled maintenance or updates may result in temporary unavailability. CXcherry disclaims liability for business losses, indirect damages, or any losses arising from the use of, or inability to use, the Platform.

14. Limitation of Liability

To the fullest extent permitted by applicable law, CXcherry and its Affiliates, directors, employees, and agents shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or other damages arising from your use of, or inability to use, the Platform, Services, or Customer's Portal. Such excluded damages include, without limitation, loss of profits, loss of revenue, business interruption, loss of goodwill, loss or corruption of data, unauthorised access to data, or any other loss.

This limitation applies irrespective of the cause, including but not limited to: cyberattacks or security breaches beyond CXcherry's reasonable control; third-party services integrated into the Platform; failure of technology implementation; system malfunction or inadequate infrastructure resources; conflicts arising from third-party software or hardware; business disruptions; failure to meet specific business requirements; data inaccuracies; system incompatibilities; or force majeure events.

Users are solely responsible for maintaining adequate backups of their data. CXcherry disclaims liability for the restoration or recovery of data beyond reasonable measures. CXcherry makes no guarantees regarding uninterrupted business operations or specific outcomes from implementation.

In jurisdictions where certain limitations of liability are restricted by applicable law, CXcherry's aggregate liability to you shall not exceed the total Fees paid by you to CXcherry for access to and use of the Services during the 12 (twelve) months immediately preceding the event giving rise to the claim.

14.1 Beta Services

CXcherry may offer certain Services as closed or open beta services ("Beta Services") for testing and evaluation purposes. CXcherry retains sole authority and discretion to determine the testing period, evaluate its success, and decide whether to transition Beta Services into commercially available offerings. Participation in Beta Services does not obligate you to purchase any paid Subscription Plan.

Beta Services may contain defects, experience disruptions, or may not operate as intended. CXcherry reserves the right to modify, suspend, or discontinue Beta Services, including the availability of features, databases, or content on the Platform, at any time and without notice. CXcherry may also restrict access to parts or all of the Platform due to technical disruptions or similar events. CXcherry shall not be liable to you or any third party for any harm, inconvenience, or claims arising from the modification, suspension, or discontinuation of Beta Services or any associated Platform features.

15. Indemnification

You agree to defend, indemnify, and hold harmless CXcherry, its subsidiaries, Affiliates, officers, agents, partners, and employees from and against any loss, damage, liability, claim, or demand — including reasonable legal fees and expenses — made by any third party arising out of or in connection with: (i) your Customer Content; (ii) your use of the Platform, Services, Customer's Portal, and/or any User Content; (iii) your breach of these Terms; (iv) any breach of your representations and warranties set out in these Terms; (v) your violation of any third-party rights, including intellectual property rights; (vi) any harmful act directed toward any other User of the Platform and/or Customer's Portal with whom you connected via the Platform; or (vii) any inaccuracies or errors in the results provided by the Platform and/or Customer's Portal.

Notwithstanding the foregoing, CXcherry reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of any such claim. CXcherry will use reasonable efforts to notify you of any claim, action, or proceeding subject to this indemnification obligation upon becoming aware of it.

16. Dispute Resolution and Governing Law

Users expressly acknowledge and agree that CXcherry shall have the right to enforce these Terms against them.

These Terms shall be governed by and construed in accordance with the laws of the State of Maharashtra, India.

In the event that a dispute or difference arises in connection with (i) these Terms, (ii) access to or use of the Platform, Customer's Portal, and/or Services, the parties shall first attempt to resolve such dispute amicably through mutual consultations within 30 (thirty) days from the date on which either party raises the dispute in writing, or such longer period as the parties may agree in writing.

If the dispute cannot be resolved amicably within the aforesaid period, either party may refer the matter to arbitration. The arbitration shall be conducted in the English language by a sole arbitrator appointed jointly by the parties. The arbitrator shall issue a final award within 30 (thirty) days from the commencement of the arbitration proceedings. The seat and venue of arbitration shall be Pune, Maharashtra, India. The arbitral award shall be final and binding on both parties.

In the event the parties are unable to agree on the appointment of a sole arbitrator, any dispute, controversy, or claim arising out of or relating to these Terms — including its formation, interpretation, performance, or termination — shall be subject to the following: (i) CXcherry shall have the right to initiate proceedings before any court or forum of competent jurisdiction, and you irrevocably submit to the jurisdiction of such court or forum; and (ii) any proceeding initiated by you shall be brought exclusively before the courts in Pune, Maharashtra, India.

17. Miscellaneous

Force Majeure: CXcherry shall not be liable to you if it is prevented from or delayed in providing the Services due to acts, events, omissions, or accidents beyond its reasonable control ("Force Majeure Events"), including but not limited to natural disasters, pandemics, acts of government, civil unrest, power or internet outages, or failures of third-party service providers. Where a Force Majeure Event occurs, CXcherry will use reasonable endeavours to recommence provision of the Services as soon as reasonably practicable.

Assignment: CXcherry may assign any or all of its rights and obligations under these Terms to any person or Affiliate entity at any time without notice to you. You may not assign or transfer your rights or obligations under these Terms without the prior written consent of CXcherry.

Severability: If any provision or part of a provision of these Terms is found to be unlawful, void, or unenforceable, that provision or part thereof shall be deemed severable from these Terms and shall not affect the validity and enforceability of the remaining provisions.

No Partnership: Nothing in these Terms creates, or shall be deemed to create, a joint venture, partnership, employment relationship, or agency relationship between you and CXcherry.

Entire Agreement: These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and CXcherry with respect to the subject matter hereof and supersede all prior agreements, understandings, and representations relating thereto.

Waiver: No failure or delay by CXcherry in exercising any right under these Terms shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any further exercise thereof or the exercise of any other right.

18. Contact

If you have any questions, inquiries, or concerns regarding these Terms of Service, please contact us:

By email: info@cxcherry.io

For support matters: support@cxcherry.io

By post: ProlearnEd Tech Private Limited, A1010, Odela, Sr. No. 52/53, Bavdhan, Pune, Maharashtra, India – 411021.