Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Calibr platform and related services operated by Brainhive Labs Private Limited ("Calibr", "we", "us", "our"). Please read them carefully.

By creating an account, starting a Free Trial, or purchasing a Subscription — whether for yourself or on behalf of a company — you agree to be bound by these Terms and our Privacy Policy. If you are acting on behalf of a company, you confirm that you have authority to bind that company to these Terms.

Where you have signed a separate Master Service Agreement ("MSA") with Calibr, the MSA governs and takes precedence over these Terms to the extent of any conflict. These Terms apply to all other Customers, including those accessing the Services through a Free Trial or self-serve online Subscription.

1. Definitions

2. Eligibility and Account Registration

Age. The Services are for users who are at least 18 years old. By registering, you confirm you meet this requirement. Where Authorised Users may include younger individuals in their capacity as learners, the Customer is responsible for ensuring compliance with all applicable laws governing the processing of their personal data.

Accurate information. You agree to provide accurate, complete, and current registration details and to keep them updated. Calibr may suspend accounts where false or misleading information has been provided.

Authority. If registering on behalf of a company, you warrant that you have legal authority to bind that company to this Agreement.

3. The Services

Calibr provides an AI-native corporate learning platform that enables organisations to create, host, deliver, and analyse learning content for their employees and learners. The Services include AI-powered course authoring tools, learning management features, analytics, content libraries, and related functionality as described in the Documentation.

4. Free Trial

Calibr may offer a fourteen (14) day no-charge trial period, or such other duration as specified at sign-up. Trial access is subject to these Terms and may have feature or usage limitations. Calibr may modify or withdraw trial offerings at any time without liability.

Trial data. If you do not upgrade to a paid Subscription before your trial expires, your access will cease and your Customer Data will be retained for thirty (30) days, after which it will be permanently deleted. Please export your data before this window closes.

No warranties for trials. The Services during a Free Trial are provided strictly "as is" without any availability or performance commitments.

5. Subscriptions and Payment

Plans and fees. Subscription plans and pricing are available at calibr.ai/pricing or as specified in an Order Form. Fees are billed in advance for each Subscription Term.

Taxes. All fees are exclusive of applicable taxes. Goods and Services Tax (GST) and any other applicable taxes will be added to your invoice at the prevailing rate. You are responsible for any withholding or local taxes applicable in your jurisdiction.

Automatic renewal. Subscriptions renew automatically at the end of each Subscription Term unless cancelled before the renewal date via your account dashboard or by contacting support@calibr.ai.

Non-refundable. Except as required by applicable law, all fees paid are non-refundable. No credits are issued for early cancellation or unused features during a Subscription Term.

Price changes. Calibr may update Subscription fees from time to time. Any fee increase will apply from your next renewal, and we will give you no less than thirty (30) days' written notice before it takes effect. Continued use of the Services after the effective date of a price change constitutes acceptance of the revised fees.

Failed payments. If a payment fails, Calibr will notify you and provide a seven (7) day grace period to resolve the issue. If payment remains outstanding after the grace period, Calibr may suspend access to the Services. Access will be restored promptly upon successful payment.

Billing disputes. Any billing dispute must be raised in writing to accounts@calibr.ai within thirty (30) days of the invoice date.

6. Licence and Acceptable Use

Licence grant. Subject to these Terms and payment of applicable fees, Calibr grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business or educational purposes during the Subscription Term.

What you must not do. You and your Authorised Users must not:

• Copy, modify, reverse engineer, or create derivative works of the Services or any part thereof;
• Resell, sublicense, or transfer access to the Services to any third party without Calibr's prior written consent;
• Use the Services to build a competing product or service, or to conduct competitive benchmarking for publication;
• Attempt to gain unauthorised access to the Services or any related systems or infrastructure;
• Upload or transmit malicious code, or use the Services to send unsolicited commercial communications;
• Use the Services in violation of any applicable law or in a manner that infringes the rights of any third party.

Prohibited content. You are responsible for all User Content created or uploaded through the Services. User Content must not:

• Infringe any third party's intellectual property rights, including copyrights, trademarks, or trade secrets;
• Contain material that is defamatory, obscene, harassing, threatening, or that promotes hatred or discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation, or similar grounds;
• Violate any applicable law or regulation, including laws governing data protection, employment, or consumer protection;
• Disclose the personal data of any individual without authorisation or a lawful basis for doing so;
• Contain false, misleading, or deceptive information that could cause harm to learners or third parties.

Regulated industry use. Where you use the Services to deliver compliance or mandatory training — including in healthcare, financial services, manufacturing, or any other regulated sector — you are solely responsible for ensuring that the content of such training meets the applicable regulatory requirements in your jurisdiction. Calibr does not warrant that the Services, or any content generated using the AI Features, satisfies any specific regulatory or certification standard.

Enforcement. Calibr reserves the right to remove or disable access to any User Content that, in Calibr's reasonable determination, violates these Terms. Calibr will notify you of any content removal where practicable and not prohibited by applicable law.

7. Intellectual Property

Calibr's IP. All rights in the Services — including software, source code, design, documentation, and brand elements — remain the exclusive property of Calibr or its licensors. These Terms do not transfer any ownership of Calibr's intellectual property to you. No rights are granted other than the limited licence in Section 6.

Your IP. You retain ownership of all User Content you create or upload. By uploading User Content, you grant Calibr a limited, royalty-free licence to host, process, and deliver that content solely to provide the Services to you. This licence ends when you delete the content or your Subscription ends, subject to the post-termination retention period in Section 13.

Feedback. If you or your Authorised Users provide suggestions, feature requests, or other feedback about the Services, you grant Calibr a perpetual, irrevocable, royalty-free licence to use and incorporate that feedback in any manner, without any obligation of compensation or attribution. You represent that you have the right to grant this licence.

Aggregated data. Calibr may use anonymised, aggregated usage data derived from the Services for product improvement and analytics. Such data will not identify you or any individual user.

Trademarks. You may not use Calibr's name, logos, or brand elements in any public communications or materials without our prior written consent.

8. AI Features

What the AI does. The Services include AI-powered features such as course authoring assistance, content recommendations, and learning personalisation (collectively, "AI Features"). AI Features are subject to this Section in addition to the general terms of this Agreement.

Accuracy. AI-generated content, recommendations, and other outputs ("AI Outputs") may contain errors, inaccuracies, or omissions. You are responsible for reviewing and validating all AI Outputs before using them — particularly for compliance or mandatory training in regulated industries. Calibr does not warrant the accuracy, completeness, or fitness for purpose of any AI Output. AI Outputs do not constitute professional, legal, medical, or financial advice.

Accuracy. The AI Features are powered in part by third-party AI infrastructure and model providers. A current list of AI sub-processors is available to Customers upon written request to privacy@calibr.ai and is maintained and updated from time to time in accordance with the DPA.

Ownership of AI Outputs. As between the parties, AI Outputs generated from your inputs through the Services belong to you, to the extent permitted by applicable law. Calibr makes no representation as to the intellectual property status of AI Outputs under the law of any specific jurisdiction, and you are responsible for obtaining any legal advice you require in this respect.

9. Data Protection

Roles. As between the parties, in respect of the personal data of Authorised Users and learners processed through the Services, you are the data controller and Calibr is the data processor, as those terms are understood under applicable data protection law.

Data Processing Addendum. The terms governing Calibr's processing of personal data on your behalf — including sub-processor authorisation, security measures, personal data breach notification, data subject rights assistance, and data retention and deletion — are set out in the Data Processing Addendum (DPA), which is incorporated into this Agreement by reference. By entering into this Agreement, you agree to the terms of the DPA.

Your responsibilities. As data controller, you are responsible for ensuring that your collection and processing of your employees' and learners' personal data through the Services — including the legal basis on which such data is processed — complies with all applicable data protection laws in your jurisdiction.

Privacy Policy. Calibr's collection and use of personal data relating to website visitors and individuals who interact directly with Calibr is governed by the Privacy Policy.

10. Confidentiality

Each party agrees to keep the other's non-public business information ("Confidential Information") confidential, using at least the same degree of care it applies to its own confidential information and in no event less than reasonable care. Each party may disclose Confidential Information only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

Information is not Confidential Information if it: (a) is or becomes publicly available through no breach by the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) was independently developed by the receiving party without reference to the disclosing party's information; or (d) was lawfully received from a third party without restriction on disclosure.

If required by law or court order to disclose Confidential Information, the receiving party will, where legally permitted, give the disclosing party prompt prior written notice so that it may seek appropriate relief, and will disclose only the minimum amount legally required.

These obligations survive for three (3) years after termination of this Agreement, except for trade secrets and personal data, which remain protected for as long as required under applicable law.

11. Third-Party Services

The Services may integrate with or link to third-party applications and platforms. Those third-party services are governed by their own terms of service and privacy policies, which you are responsible for reviewing. Calibr does not control third-party services and is not liable for their availability, performance, data practices, or any loss arising from your use of or reliance on them.

12. Service Availability and Support

Calibr uses commercially reasonable efforts to make the Services available and operational. Calibr does not guarantee uninterrupted or error-free access and is not liable for temporary unavailability caused by scheduled or emergency maintenance, circumstances outside Calibr's reasonable control, or factors attributable to your systems or third-party services. Scheduled maintenance will be conducted with reasonable advance notice where practicable.

Technical support is available to paid Subscribers in accordance with the plan selected. Details of support channels and response times are set out in the Documentation or, for enterprise Customers, in the applicable Order Form or MSA.

13. Termination and Suspension

By you. You may cancel your Subscription at any time via your account dashboard or by contacting support@calibr.ai. Cancellation takes effect at the end of the then-current Subscription Term. Prepaid fees are non-refundable except as required by applicable law.

By Calibr for cause. Calibr may suspend or terminate your account by written notice if: (a) you materially breach these Terms and fail to cure the breach within thirty (30) days of receiving written notice specifying the breach — no cure period applies to violations of the licence restrictions in Section 6, or to security threats; or (b) any payment due remains outstanding for more than seven (7) days after Calibr's written notice of non-payment.

Immediate suspension. Calibr may suspend access to the Services without prior notice where your use poses an immediate and material security risk to the Services or to other customers. Calibr will notify you as soon as reasonably practicable following any such suspension.

Effect of termination. On expiry or termination of this Agreement: (a) all licences granted to you immediately cease; (b) you remain liable for all fees accrued to the date of termination; and (c) the following Sections continue to apply after termination: 1, 7 (as to pre-termination activity), 9, 10, 13 (data return obligations), 14, 15, 16, 17, 18, and 20.

Post-termination data. For thirty (30) days following expiry or termination of a paid Subscription, you may request an export of your Customer Data via the account dashboard or by contacting support@calibr.ai. After this period, Calibr will permanently delete or anonymise your Customer Data in accordance with the DPA, unless retention is required by applicable law.

14. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CALIBR DISCLAIMS ALL WARRANTIES — EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE — INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CALIBR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.

15. Limitation of Liability

Exclusion of indirect loss. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages — including loss of profits, revenue, data, business, or goodwill — arising out of or in connection with this Agreement or the use of or inability to use the Services, however caused and under any theory of liability, even if the party has been advised of the possibility of such damages.

Aggregate liability cap. Calibr's total aggregate liability to you for all claims arising out of or in connection with this Agreement is limited to the total fees paid by you to Calibr in the twelve (12) months immediately preceding the event giving rise to the claim. For Free Trial users, Calibr's aggregate liability shall not exceed INR 10,000 (Indian Rupees ten thousand).

Carve-outs. Nothing in this Section excludes or limits either party's liability for: (a) death or personal injury caused by that party's negligence; (b) fraud or wilful misconduct; (c) Calibr's IP indemnification obligations under Section 16; or (d) any other liability that cannot be excluded or limited under applicable law.

16. Indemnification

By you. You agree to indemnify, defend, and hold harmless Calibr and its directors, officers, and employees from and against any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) your or your Authorised Users' use of the Services in breach of these Terms; (b) your User Content or Customer Data, including any third-party claim that it infringes intellectual property rights or violates applicable law; or (c) your failure to comply with applicable data protection laws in your capacity as data controller.

By Calibr — IP indemnification. Calibr will defend you against any third-party claim alleging that the Services, as delivered by Calibr and used in accordance with these Terms and the Documentation, infringe a third party's copyright, patent, registered trademark, or trade secret. Calibr will meet any damages finally awarded against you in such a claim, provided that you: (a) give Calibr prompt written notice of the claim; (b) grant Calibr sole control of the defence and any settlement; and (c) provide reasonable cooperation at Calibr's expense. This IP indemnification does not apply to claims arising from your User Content, your modification of the Services, your use of the Services other than as permitted under these Terms, or AI Outputs generated from your inputs.

17. Governing Law and Dispute Resolution

Governing law. This Agreement is governed by and construed in accordance with the laws of the Republic of India.

Amicable resolution. Before commencing arbitration, the parties will attempt in good faith to resolve any dispute through discussions between senior representatives, within thirty (30) days of one party giving the other written notice identifying the dispute.

Arbitration. Any dispute not resolved through the amicable process will be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), as amended. The arbitration will be: conducted by a sole arbitrator mutually appointed by the parties, or failing agreement within fifteen (15) days, appointed in accordance with the Act; conducted in the English language; with the seat and venue at Bangalore, Karnataka, India. The arbitral award will be final and binding on both parties.

Interim relief. Either party may seek urgent interim or injunctive relief from the courts in Bangalore, Karnataka, before or during arbitration proceedings, solely to prevent irreparable harm. For this limited purpose, the parties submit to the exclusive jurisdiction of those courts.

Confidentiality of proceedings. The existence and content of any arbitration proceedings, all submissions and evidence, and any award shall be treated as confidential by both parties.

18. International Users

The Services are operated by Calibr from India. Customers and Authorised Users accessing the Services from outside India are solely responsible for ensuring that their use of the Services complies with all laws and regulations applicable in their jurisdiction — including local data protection, AI governance, and employment laws.

GDPR. If you are established in the European Union or the United Kingdom, or if you process personal data of individuals located in the EU or UK through the Services, the EU General Data Protection Regulation ("GDPR") or UK GDPR may apply. In such circumstances, please contact legal@calibr.ai before using the Services so that we may work with you to put in place any transfer mechanisms or additional terms required to ensure lawful processing under the GDPR.

19. Changes to These Terms

Calibr may update these Terms from time to time. For material changes, we will give you no less than thirty (30) days' written notice via email to your registered account address or through a notice within the platform, before the changes take effect. Continued use of the Services after the effective date of a material change constitutes your acceptance of the revised Terms.

If you do not accept a material change, you may cancel your Subscription before it takes effect. Where a paid Customer cancels for this reason, Calibr will provide a pro-rata refund of prepaid fees for the unused remainder of the then-current Subscription Term.

20. General

Entire Agreement. This Agreement — including these Terms, the Privacy Policy, the DPA, and any applicable Order Form — is the entire agreement between you and Calibr with respect to the Services and supersedes all prior agreements, representations, and understandings relating to its subject matter. No terms contained in any Customer purchase order or other procurement document will apply unless expressly agreed to by Calibr in writing.

Severability. If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, or severed if modification is not possible, without affecting the remaining provisions.

Waiver. A party's failure to enforce any right or provision of these Terms on any occasion does not constitute a waiver of that right or provision on any subsequent occasion.

Assignment. You may not assign or transfer this Agreement or any of your rights under it without Calibr's prior written consent. Calibr may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that Calibr gives you written notice of any such assignment.

Notices. All legal notices under this Agreement must be sent in writing — to legal@calibr.ai for Calibr, and to your registered account email address for you. Support, billing, and general queries do not constitute legal notices and should be directed as set out in Section 21.

Force Majeure. Neither party is liable for any delay or failure in performance caused by events beyond its reasonable control, including natural disasters, acts of government, epidemics or pandemics, civil unrest, or telecommunications infrastructure failures. Where a force majeure event persists for more than thirty (30) days, the unaffected party may terminate this Agreement by written notice. Financial inability to perform does not constitute a force majeure event.

Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

Language. These Terms are written in English. If translated into any other language for convenience, the English version will prevail in the event of any conflict.

21. Contact

For questions about these Terms or to exercise any rights described in this Agreement, please contact us at:

Brainhive Labs Private Limited 106, Block 10, Zenith, Suncity Apartments, Iblur, Outer Ring Road, Bangalore, Karnataka, India – 560102