THOTHLOKI: GLOBAL ROYAL TERMS & CONDITIONS

Last updated: November 7, 2025

Agreement Basics

• These Terms form a binding contract between ThothLoki (OPC) Private Limited ("ThothLoki") and the Client ("you") for exclusive cosmo-conscious creation services.

• Services target eco-founder businesses only; consumers are excluded. Review by your legal counsel is mandatory before acceptance.

• Governing law: Courts of Kerala, India. Severability applies: invalid clauses do not affect the rest.
  
  

1. Legal Entity and Jurisdiction

ThothLoki operates as a registered legal entity under Indian law, ensuring enforceable contracts with clear jurisdictional boundaries.

1.1 Legal Entity

• ThothLoki (OPC) Private Limited, a One Person Company incorporated under Companies Act 2013 in Kerala, India (CIN: U73100KL2024OPC086822).

• Sole director and operator: ThothLoki, with registered office in Kerala for all service engagements.

• B2B focus: Services provided exclusively to business entities (eco-founders), not individual consumers.​

1.2 Jurisdiction and Governing Law

• Exclusive jurisdiction: Courts in Ernakulam, Kerala, India. All disputes resolved here; no foreign courts apply.

• Governing law: Laws of India, including Contract Act 1872, IT Act 2000, and Consumer Protection Act 2019 (B2B exemptions applied).

• Arbitration option: Binding arbitration under Arbitration & Conciliation Act 1996 in Kerala if mutually elected pre-dispute.​

1.3 Compliance and Notices

• Grievance Officer: Designated at info@thothloki.com; 48-hour response mandated.

• International clients: Agree to Kerala jurisdiction; geo-restrictions for high-risk regions (EU, California) via acceptance waiver.

• Severability: Invalid provisions severed without affecting remainder; amendments in writing only.

2. Brand Sovereignty and Authorship

ThothLoki's Brand Sovereignty and Authorship terms establish Client control over unique legacies while honoring cosmic origins.

2.1 Brand Sovereignty

• Client gains full sovereign authority over their Brand Constitution as an ethical, karmic blueprint post-final payment and e-signature.

• Lifetime exclusivity: One founder per nation per suite enforces non-dilution; Client commits to stewardship aligned with dharma and planetary care.

• No parallel engagements: Client warrants no competing services using ThothLoki methods during or post-term; breaches trigger termination with IP retention of completed phases.​

2.2 Authorship Rights

• ThothLoki asserts moral authorship rights in creation processes (e.g., mythic rites, cosmic patterns) per Copyright Act Section 57, waivable by Client for exclusive use.

• Client receives sole commercial authorship credit for deliverables; ThothLoki disclaims public attribution unless anonymized in digital museum.

• Warranty of originality: ThothLoki guarantees bespoke, non-templated work; Client indemnifies for any pre-existing brand elements provided.​

2.3 Enforcement and Registry

• Global registry logs assignments publicly (nation-suite-founder) for transparency and permanence.

• Mutual non-disparagement: Parties uphold each other's mythic integrity; violations treated as material breach.​

3. Suite Cycle and Availability

ThothLoki's Suite Cycle structures Cosmic Suites as a sacred 9-transmission sequence, ensuring controlled rollout and exclusivity.

3.1 Cycle Structure

• Three suites—Atman (active), Immortal (gated), Empire (gated)—deploy one per year in repeating triads, totaling 9 unique offerings.

• Progression: Atman establishes sovereign foundation; Immortal amplifies legacy; Empire manifests interstellar impact.

• Timeline: Annual activations align with cosmic patterns; no acceleration or overlap permitted.

3.2 Availability Rules

• One founder per nation lifetime per suite, assigned via resonance rites and global registry.

• Access via enquiry form at thothloki.com/enquiry-info; triple verification (intent, coherence, endurance) gates entry.

• Current status: Atman open to aligned eco-sovereigns; others gated until cycle phase.

3.3 Scarcity and Closure

• Nations emerge organically within 9 total; unassigned slots remain sealed post-cycle.

• No refunds post-phase approval; early termination preserves completed work value.

• Global transparency: Public registry tracks sealed covenants indefinitely.

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4. Suite Engagement and Eligibility

4.1 Eligibility Criteria

• Target: Business entities (eco-founders) demonstrating ethical vision, karmic alignment, and stewardship capacity via documented proof.

• Exclusions: No consumers; mandatory pre-engagement legal counsel review and signed waiver affirming B2B sophistication.

• Verification: Triple rites (intent, coherence, endurance) use objective checklists; rejection rates disclosed transparently.

4.2 Engagement Process

• Step 1: Enquiry submission at thothloki.com/enquiry-info with nation/suite details and intent declaration.

• Step 2: 7-day review with written feedback; conditional offer requires e-signature per IT Act 2000.

• Step 3: 14-day cooling-off post-initial milestone payment; full refund option exercised unconditionally.

4.3 Commitment and Rejection

• Binding covenant: One nation-one founder rule as voluntary opt-in; parallels prohibited with 30-day cure period.

• Rejections: Written rationale provided; no appeals, but grievance to info@thothloki.com (48-hour response).

• Compliance: All steps audited; records retained 7 years per Companies Act 2013.

5. Project Scope and Proposal

Project Scope

5.1 Service Nature

• ThothLoki provides high-level brand, narrative, and design consultancy for eco-founder businesses, centered on cosmo-conscious Brand Constitutions and related creative assets.

• Services are advisory and creative in nature, not financial, legal, tax, medical, or investment services.

5.2 Inclusions

• Discovery and MANIFEST work: interviews, questionnaires, and mythic/strategic mapping sessions to define the brand’s story, values, and positioning.

• CREATION work: production of agreed assets (e.g., Brand Constitution document, core narrative, visual direction boards, key language pillars, limited number of templates or artifacts as defined in the proposal).

• BALANCE work: scheduled refinement rounds, integration guidance, and handover sessions within a defined timeline.

5.3 Exclusions

• No obligation to provide software development, advertising media buying, legal drafting, accounting, fundraising, or regulatory filings.

• Third‑party costs (domains, hosting, fonts, stock assets, printing, advertising, etc.) are always separate and payable directly by the client.

• Any work not explicitly listed in the signed proposal is outside scope and requires a separate written change order.

5.4 Change Requests

• Minor revisions within the agreed revision rounds are included.

• Substantial changes of direction (new target audience, new product, redoing approved phases) are treated as out-of-scope and quoted separately, with client approval required in writing before work proceeds.

Proposal Process

5.5 Initial Proposal

• After eligibility and engagement steps are complete, ThothLoki issues a written proposal summarizing:

  • Project objectives and intended outcomes.

  • Detailed deliverables for each phase (MANIFEST, CREATION, BALANCE).

  • Timelines, milestones, and client responsibilities (e.g., providing information, approvals).

  • Milestone-based fees, payment schedule, and refund/cooling-off rules (as already defined in your payment terms).

5.5 Client Responsibilities

• The client agrees to:

  • Provide accurate and complete information and materials needed for the work.

  • Respond to questions, feedback requests, and approvals within specified timeframes.

  • Ensure that any materials supplied by the client do not infringe third‑party rights.

• Delays caused by missing information or approvals extend timelines without penalty to ThothLoki.

5.6 Acceptance of Proposal

• The project begins only when the client:

  • Confirms acceptance of the written proposal and these Terms & Conditions in writing (e‑signature).

  • Pays the first milestone invoice.

• By accepting, the client confirms that the proposal accurately reflects the agreed scope and understands that work beyond that scope requires a separate agreement or addendum.

5.7 Timeline and Delivery

• Estimated timelines are provided in the proposal and depend on timely client cooperation.

• ThothLoki is not liable for delays caused by force majeure events or client-side delays.

• Deliverables are deemed accepted when the client provides written approval, or does not object with specific, reasonable feedback within a defined review period (e.g., 7–10 days).

5.8 Scope Review and Adjustments

• If, during the project, it becomes clear that objectives or deliverables need to change materially, ThothLoki will:

  • Pause execution of the impacted portion.

  • Provide a written updated scope, timeline, and fee adjustment.

  • Resume only after written client approval of the revised proposal/addendum.

    
    

6. Pricing and Payment Terms

6.1 Suite pricing is fixed: ATMAn $369,63 Immortal $693,69 Empire $963,69

6.2 Services and Milestones

• Delivery occurs in three phases: MANIFEST (intent clarification), CREATION (assets), BALANCE (refinement).

• Payments: 30% on phase approval (e-signature), 40% on delivery, 30% on completion. Pro-rata refunds for non-delivery within 14 days per phase.​

• 14-day cooling-off: Full refund request post-initial payment, no questions asked.

6.3 Exclusivity Covenant

• One nation, one founder lifetime: Voluntary opt-in for aligned eco-sovereigns. Client affirms mutual B2B intent; no compulsion.

• Global registry tracks assignments. Breaches (e.g., parallel services) allow termination, not forfeiture.​

6.4 Termination and Liability

• Termination: For non-payment (>30 days) or material breach. Retain fair value of completed work; no penalties.

• Mutual liability cap: Fees paid. No indirect damages. Force majeure excused.

• IP: Client owns deliverables post-final payment; ThothLoki retains portfolio rights with pseudonymity.​

6.5 General Compliance

• E-signatures per IT Act 2000. Grievance officer: info@thothloki.com (response <48 hours).

• Geo-gate: Services unavailable in EU/California without local adaptation.

• Amendments require mutual written consent. Effective on e-signature date.​

7. Client Responsibilities

Client Responsibilities ensure smooth project execution under ThothLoki's B2B service model, compliant with Indian Contract Act 1872, with clear obligations to prevent delays or disputes.

7.1 Information and Materials

• Provide accurate, complete, and timely information, documents, and feedback as requested during enquiry, verification rites, and all phases (MANIFEST, CREATION, BALANCE).

• Supply client materials (e.g., existing brand assets, vision statements) free of third-party IP infringement; indemnify ThothLoki against related claims.

• Respond to requests within defined timelines (e.g., 5 business days for approvals, 3 days for minor feedback) to avoid project delays.

7.2 Approvals and Cooperation

• Review and approve/reject phase deliverables in writing within 7-10 days of receipt; silence constitutes acceptance.

• Participate actively in scheduled sessions (interviews, refinement calls) via agreed channels; provide 48-hour notice for rescheduling.

• Notify ThothLoki immediately of any changes in project objectives, business context, or contact details.

7.3 Payments and Compliance

• Adhere strictly to milestone payment schedule post e-signature; non-payment >30 days constitutes breach with 7-day cure period.

• Maintain confidentiality of ThothLoki's processes, background IP, and unpublished work per mutual NDA (5-year term post-termination).

• Comply with all applicable laws in your jurisdiction; no use of deliverables for illegal, unethical, or planetary-harmful purposes.

7.4 Stewardship and Conduct

• Uphold Brand Sovereignty covenant: Align ongoing brand use with ethical constitution, dharma, and one-nation-one-founder exclusivity.

• No parallel engagements using ThothLoki methods during or post-term; disclose any potential conflicts pre-engagement.

• Mutual non-disparagement: Refrain from negative public statements about ThothLoki; violations treated as material breach.

7.5 Consequences of Non-Compliance

• Delays from client failures extend timelines and may incur reasonable additional fees (quoted in advance).

• Material breaches allow termination per Termination terms, with retention of completed work value and no further obligations on ThothLoki.

• Grievance process: Escalate issues to info@thothloki.com (48-hour response); records retained 7 years per Companies Act 2013.

8. Intellectual Property Rights

ThothLoki's Intellectual Property and Licensing terms ensure clear ownership transfer and limited use rights under India's Copyright Act 1957, Patents Act 1970, and Trademarks Act 1999, with irrevocable assignments and mutual protections.

Ownership of Deliverables

• Client Ownership: Full, exclusive ownership of all IP rights in final deliverables (Brand Constitution, visuals, narratives, assets) vests in Client upon final payment and written acceptance.

• Assignment: ThothLoki executes irrevocable Deed of Assignment transferring all worldwide rights, title, and interest—perpetual, royalty-free, sublicensable.

• Work Made for Hire: Confirmed as such; moral rights waived by ThothLoki per Section 57 for Client's commercial use.

ThothLoki Background IP

• Retention: ThothLoki retains all pre-existing IP (cosmic methodologies, tools, patterns, templates, proprietary processes).

• Limited License: Client granted non-exclusive, non-transferable, revocable, royalty-free worldwide license during engagement term + 1 year post-termination for internal legacy use only.

• No Reverse Engineering: Prohibited; survives termination.

New Developments

• Client-Specific IP: Any IP conceived solely from Client's unique inputs vests immediately in Client as work-for-hire.

• Joint IP: Rare collaborative inventions assigned mutually or licensed royalty-free; ownership per contribution verified via timestamps.

• Future Rights: ThothLoki assigns any latent IP rights discovered within 2 years post-delivery if substantially based on project work.

Portfolio and Showcase Rights

• Anonymized Use: ThothLoki holds perpetual, royalty-free license to showcase deliverables in portfolio/digital museum (no Client identifiers, nation redacted).

• Client Approval: Required for named attribution; withdrawn anytime with 30-day notice.

Infringement Protection

• ThothLoki Warranty: Deliverables original, non-infringing; indemnifies Client against direct third-party claims (defense/control at ThothLoki expense, settlement approval required).

• Client Indemnity: Mirrors for Client-supplied materials.

• Enforcement Cooperation: Parties share costs/benefits for joint IP defense.

Licensing Compliance

• Records: IP assignments registered where feasible (Copyright Office); Client receives copies.

• Termination Effects: Client ownership irrevocable; ThothLoki license terminates except portfolio rights.

• Grievance: IP disputes to info@thothloki.com (48-hour response); records retained 7 years.

  
  

9. Confidentiality and Data Protection

ThothLoki's Confidentiality and Data Protection terms establish mutual safeguards compliant with India's IT Act 2000, DPDP Act 2023, and global standards, protecting cosmic transmissions and client legacies.

9.1 Confidential Information

• Definition: Encompasses all non-public disclosures during engagement—ThothLoki's processes, cosmic patterns, background IP, unpublished deliverables; Client's business plans, brand visions, personal data.

• Obligations: Both parties agree not to disclose, copy, or use Confidential Information except for suite execution. Standard exceptions apply (public domain, independently developed, legally compelled with prior notice).

• Duration: 5 years post-termination/expiration, or perpetually for trade secrets.

9.2 Data Protection Compliance

• Personal Data: Processed only for suite delivery (e.g., founder verification, communication). Client consents explicitly via e-signature; rights to access/correct/delete honored per DPDP Act.

• Security Measures: ThothLoki implements industry-standard encryption, access controls, and audits. Data stored in India; no international transfers without SCCs or adequacy approval.

• Breach Notification: Immediate notice (within 72 hours) to affected party; cooperation on remediation at breaching party's expense.

9.3 Specific Protections

• Client Data: Enquiry forms, stewardship commitments pseudonymized in global registry (no sensitive identifiers). No marketing use without opt-in.

• ThothLoki IP: Client granted limited license during term; reverse engineering prohibited.

• Mutual NDA: Symmetric terms; survives termination. Injunction available for breaches without proving irreparable harm.

9.4 Enforcement and Remedies

• Breach Consequences: Material violation triggers immediate termination, damages, and equitable relief (injunctions via Kerala courts).

• Data Subject Requests: Routed to grievance officer (info@thothloki.com; 48-hour response); annual compliance audit available on request.

• Records: Retained 7 years per statutory requirements; secure deletion post-retention unless legally required.

10. Termination and Breach

ThothLoki's Termination and Breach terms provide clear, proportional remedies compliant with Indian Contract Act 1872 Section 73-75, ensuring zero legal risk through objective triggers and mutual protections.

10.1 Termination Rights

• By Either Party: Immediate termination with 30 days' written notice post-initial phase, retaining pro-rata value of completed work; no penalties.

• For Convenience: Client may terminate anytime post-milestone approval; ThothLoki refunds undelivered phases minus 15% admin fee (capped at fair value).

• Mutual Cure Period: Non-material breaches (e.g., minor delays) allow 15-day cure; failure escalates to termination.

10.2 Breach Triggers

• Client Breaches: Non-payment >30 days post-invoice; confidentiality violation; Brand Sovereignty covenant violation (parallel engagements); material misrepresentation in eligibility.

• ThothLoki Breaches: Failure to deliver phase milestones per agreed timeline (>15 days without client delay); IP infringement warranty breach.

• Objective Standards: All breaches defined with measurable criteria (dates, deliverables, disclosures); no subjective "karmic misalignment" judgments.

10.3 Consequences of Breach

• Material Breach: Immediate termination rights; non-breaching party retains completed deliverables' fair market value (independent valuation if disputed).

• No Forfeiture: Full upfront payments not subject to blanket forfeiture; pro-rata refunds mandatory for undelivered work.

• IP Handling: Pre-final payment, ThothLoki retains ownership of all phases; post-assignment, irrevocable transfer survives termination.

10.4 Post-Termination Obligations

• Surviving Clauses: Confidentiality (5 years), IP ownership, non-disparagement, governing law, and liability caps remain enforceable indefinitely.

• Data Return/Deletion: Client data returned/deleted within 30 days per DPDP Act 2023; audit trail provided.

• Dispute Resolution: Breach claims first to grievance officer (info@thothloki.com, 48-hour response), then Kerala courts or arbitration per agreement.

10.5 Remedies

• Damages: Limited to direct losses; no consequential/indirect damages. Liquidated damages clause for payment delays (1.5% monthly, non-compound).

• Equitable Relief: Injunctions available for confidentiality/IP breaches without proving irreparable harm.

• Records: All termination events documented; retained 7 years per Companies Act 2013.

11. Warranties and Performance Standards

ThothLoki's Warranties and Performance Standards establish clear, enforceable guarantees compliant with Indian Sale of Goods Act 1930 and Consumer Protection Act 2019 (B2B exemptions), with mutual protections and no overpromising.

11.1 ThothLoki Warranties

• Service Quality: All deliverables meet professional standards for cosmo-conscious brand work—original, non-templated, fit for ethical stewardship purposes as defined in proposal.

• IP Clearance: Guarantees deliverables free from third-party IP claims; indemnifies Client against direct losses from proven ThothLoki infringement (capped at fees paid).

• Timeliness: Phases delivered per agreed milestones (±10% buffer for Client delays); material delays (>15 days) trigger pro-rata credits or termination rights.

• Compliance: Work adheres to Indian laws; no malware, unethical content, or planetary-harmful outputs.

11.2 Client Warranties

• Eligibility Truthfulness: Representations in enquiry/engagement forms accurate; business entity status verified, with authority to bind.

• Input Materials: Client-supplied content (visions, assets) infringement-free; indemnifies ThothLoki against related claims (mutual cap at fees paid).

• Stewardship Capacity: Commits to dharma-aligned brand use; warrants no parallel conflicting engagements during term.

11.3 Performance Standards

• Quality Metrics: Deliverables approved via objective criteria in proposal (e.g., "complete Brand Constitution document, 20+ pages, mythic structure intact").

• Revision Rounds: 2 full rounds per phase included; additional quoted separately. Client feedback must be specific, constructive, and timely (within 7 days).

• Acceptance Criteria: Written approval or silence after 10-day review period constitutes acceptance; rejection requires documented reasonable grounds.

11.4 Disclaimers and Exclusions

• No Implicit Warranties: Merchantability, fitness for particular purpose limited to proposal scope; no guarantees of commercial success, client revenue, or "karmic outcomes."

• As-Is Basis: Background IP/tools provided "as-is"; Client assumes integration/testing risks post-handover.

• Force Majeure: Excused from standards during events beyond control (natural disasters, law changes, Client data breaches).

11.5 Remedies for Breach

• Warranty Claims: 30-day notice post-delivery required; ThothLoki cures (rework at no cost) or refunds affected phase value.

• Performance Failures: Credits proportional to undelivered value; escalation to termination per Breach terms if uncured.

• Cap on Liability: Total remedies limited to fees paid for affected phase; no indirect damages, lost profits, or consequential losses.

• Grievance Process: Claims to info@thothloki.com (48-hour acknowledgment); records retained 7 years per statutory requirements.

12. Limitation of Liability

ThothLoki's Limitation of Liability terms cap exposure and allocate risks fairly under Indian Contract Act 1872 Section 73, ensuring mutual protection in high-value B2B creative engagements.

12.1 Liability Caps

• Direct Damages Only: ThothLoki's total liability limited to fees paid for the affected phase (maximum 100% of project fees); no indirect, consequential, incidental, or punitive damages.

• Client Liability Mirror: Client's liability similarly capped at fees paid; mutual protection applies symmetrically.

• Absolute Cap: Aggregate liability across all claims never exceeds total project fees paid, regardless of claim count or type.

12.2 Excluded Damages

• No liability for lost profits, lost data, business interruption, reputational harm, or opportunity costs—even if advised of possibility.

• Exclusions extend to third-party claims unless direct indemnity applies (IP infringement only, per Warranties).

• No guarantees of commercial outcomes, market success, or "cosmic/karmic" results; advisory services provided "as professional judgment."

12.3 Risk Allocation

• Client Bears: Integration risks post-handover; business decisions based on deliverables; delays from Client materials/approvals.

• ThothLoki Bears: Direct failures in promised deliverables (quality, originality, timeliness per proposal standards).

• Shared Risks: Force majeure events; changes in law affecting service delivery.

12.4 Insurance Requirements

• ThothLoki: Maintains professional liability insurance (min. ₹1 crore coverage) for covered claims; proof available on request.

• Client: Recommended to carry business interruption/general liability insurance; not mandatory but advised for stewardship continuity.

12.5 Exceptions to Limitation

• Gross Negligence/Willful Misconduct: Caps do not apply; full damages recoverable (proven via Kerala courts).

• Confidentiality/IP Breaches: Injunctive relief available without monetary caps; survives termination.

• Payment Obligations: Client payment liabilities unaffected by caps.

12.6 Dispute Procedure

• Notice Requirement: Claims must be notified in writing within 30 days of discovery; failure waives rights.

• Mitigation Duty: Affected party must mitigate damages reasonably; failure reduces recovery.

• Records: Liability events documented; retained 7 years per Companies Act 2013; grievance to info@thothloki.com (48-hour response).

13. Force Majeure

ThothLoki's Force Majeure terms excuse performance delays or failures from uncontrollable events, compliant with Indian Contract Act 1872, with clear notice requirements and balanced mitigation duties.

13.1 Definition and Scope

• Covered Events: Acts of God (earthquakes, floods, pandemics), war, terrorism, government actions/embargoes, labor strikes (not involving parties), cyberattacks beyond reasonable security, or natural disasters preventing performance.

• Exclusions: Financial difficulties, market changes, predictable regulatory shifts, or events foreseeable at contract signing.

• Affected Obligations: Limited to direct impacts on suite delivery (e.g., phase timelines, access to tools); payment obligations unaffected.

13.2Procedure and Notice

• Immediate Notice: Affected party notifies other via email (info@thothloki.com or Client contact) within 48 hours of event awareness, detailing impact, expected duration, and mitigation steps.

• Continuing Performance: Parties must continue all unaffected obligations; suspension limited to minimum duration required.

• Verification: Reasonableness assessed via documentation (news reports, official notices); disputes resolved per grievance process.

13.3 Mitigation and Resolution

• Duty to Mitigate: Both parties take commercially reasonable steps to minimize impact and resume performance (e.g., remote alternatives, subcontractor shifts).

• Duration Limit: If event persists >60 days, either party may terminate affected phases with pro-rata adjustments per Termination terms.

• No Liability: No breach, damages, or penalties during valid force majeure period; timelines extend by event duration.

13.4 Post-Event Obligations

• Catch-Up Plan: Upon resolution, ThothLoki provides revised timeline (max 30-day extension); Client approves or elects termination.

• Cost Allocation: Additional mitigation costs borne by invoking party unless mutually agreed otherwise.

• Records: Events documented with timestamps; retained 7 years per Companies Act 2013; survives termination.

13.5 Exceptions

• Gross Negligence: Force majeure unavailable if event stems from failure to follow industry-standard precautions (e.g., unpatched systems).

• Payment Cure: Client payments remain due during suspension; late fees waived only with proof of direct financial impact from event.

14. Confidentiality and Non-Disclosure

ThothLoki's Confidentiality and Non-Disparagement terms protect sacred transmissions and mutual integrity under Indian Contract Act 1872 and IT Act 2000, with perpetual survival and balanced remedies.

14.1 Confidential Information

• Scope: All non-public information exchanged—ThothLoki's cosmic methodologies, Client's brand visions/strategies, unpublished deliverables, business data, personal details from enquiries.

• Permitted Use: Strictly limited to suite execution; no reverse engineering, competitive analysis, or third-party disclosure (except legal compulsion with prior notice).

• Standard Exceptions: Information already public (not via breach), independently developed, or received from third parties without confidentiality duty.

14.2 Non-Disclosure Obligations

• Duration: 5 years post-termination for general information; perpetual for trade secrets and background IP.

• Protection Measures: Store securely; limit access to need-to-know personnel; report suspected breaches immediately.

• Return/Destruction: Upon termination, return or destroy all copies (certified by officer) within 14 days; digital audit trail provided.

14.3 Non-Disparagement Covenant

• Mutual Commitment: Neither party makes false, derogatory, or harmful public statements about the other, its services, or deliverables.

• Social Media/Reviews: Applies to all platforms; anonymized portfolio use permitted per IP terms.

• Breach Triggers: Objective standard—verifiably false claims causing reputational harm; good-faith critiques excluded.

14.4 Remedies for Breach

• Immediate Injunction: Available without proving irreparable harm via Kerala courts; survives termination.

• Damages: Direct losses recoverable (legal fees, remediation); consequential damages excluded per Liability terms.

• Termination Right: Material confidentiality breach triggers immediate termination with completed work retention.

14.5 Enforcement Process

• Notice: 7-day cure period for non-willful breaches; written specifics required.

• Grievance: Escalate to info@thothloki.com (48-hour response); records retained 7 years.

• Global Reach: Obligations enforceable worldwide; prevailing party recovers reasonable attorney fees in successful actions.

15. Data Protection and Privacy

ThothLoki's Data Protection and Privacy terms comply fully with India's DPDP Act 2023, IT Act 2000, and global standards (GDPR-equivalent safeguards), ensuring secure handling of personal and business data in B2B engagements.

15.1 Data Categories and Lawful Basis

• Personal Data Collected: Enquiry details (name, email, nation, business info), communication records, verification documents, payment data—processed solely for suite eligibility, delivery, and stewardship tracking.

• Lawful Basis: Explicit consent via e-signature; contractual necessity for service execution; legitimate interests (global registry pseudonymization).

• Special Categories: No processing of sensitive data (health, politics, biometrics) unless voluntarily disclosed for mythic alignment verification.

15.2 Client Rights and Controls

• Access/Correction/Deletion: Requests honored within 30 days via info@thothloki.com; identity verification required (e.g., signed declaration).

• Portability: Structured data export available in CSV/JSON upon request post-termination.

• Withdrawal: Consent revocable anytime; processing stops for non-essential purposes with data erasure (except legal retention).

15.3 Security and Technical Measures

• Safeguards: AES-256 encryption at rest/transit; role-based access; annual penetration testing; secure Indian data centers (no US/EU transfers without SCCs).

• Data Minimization: Collect only essential fields; pseudonymized registry entries (no direct identifiers); auto-deletion after 7 years unless covenanted.

• Vendor Management: Third-party processors (payment gateways, cloud) bound by DPA with audit rights.

15.4 Breach Management

• Notification: Client notified within 72 hours of breach posing high risk; DPDP Authority within 6 hours per law.

• Containment: Immediate isolation, forensic analysis, remediation at ThothLoki expense; Client cooperation requested.

• Records: Breach log maintained 5 years; annual compliance report available on request.

15.5 International and Cross-Border

• Geo-Restrictions: EU/CA clients geo-gated unless Standard Contractual Clauses signed; adequacy decisions honored.

• Sub-Processor Disclosure: List provided pre-engagement; changes notified 30 days in advance with objection rights.

15.6 Compliance Oversight

• DPO Contact: info@thothloki.com serves as Data Protection Officer (48-hour response SLA).

• Audits: Client right to audit (annually, reasonable notice, NDA-bound); DPIA conducted for high-risk processing.

• Survives Termination: Obligations perpetual for retained data; full erasure certified post-retention period.

  
  

16. Independent Contractor Relationship

ThothLoki's Independent Contractor Relationship terms establish a non-employee, arms-length B2B engagement under Indian Contract Act 1872, preventing misclassification claims and clarifying control boundaries.

16.1 Relationship Nature

• Independent Status: ThothLoki operates as an independent contractor, not employee, agent, partner, or joint venturer of Client. No employment benefits, equity, or fiduciary duties apply.

• Control Rights: ThothLoki retains full autonomy over methods, processes, scheduling, and subcontractors used to deliver suite outcomes; Client specifies only results per proposal.

• No Exclusivity: ThothLoki free to serve other clients simultaneously unless one-nation-one-founder covenant explicitly limits specific services.

16.2 Tax and Compliance

• Separate Obligations: Each party responsible for own taxes, GST (18% applicable per Indian service rates), withholdings, and statutory deductions. No payroll or employment taxes owed.

• Invoicing: ThothLoki issues GST-compliant invoices; Client remits payments net of legitimate TDS (capped at statutory rates).

• Representations: Both affirm compliance with local tax laws; indemnity for other's willful non-compliance.

16.3 Personnel and Subcontractors

• ThothLoki Personnel: All individuals (ThothLoki, assistants) under ThothLoki's sole direction/control; Client has no supervisory rights or HR obligations.

• Subcontracting: Permitted at ThothLoki discretion with equivalent quality commitments; Client notified of key subs, no veto rights.

• Non-Solicitation: Neither party solicits other's personnel for 12 months post-term; liquidated damages of 6 months' fees apply.

16.4 Liability Separation

• Independent Risks: Each bears risks inherent to its role—ThothLoki for creative delivery, Client for business application/integration.

• No Vicarious Liability: Client not liable for ThothLoki's acts/omissions; ThothLoki not liable for Client's brand stewardship decisions.

• Indemnity Exclusion: No indemnity for independent contractor status misclassification claims.

16.5 Termination of Relationship

• Project-Bound: Ends automatically on suite completion/payment; no ongoing relationship absent new written agreement.

• Records: Contractor status documented via e-signatures, invoices; retained 7 years per Companies Act 2013.

• Disputes: Status challenges resolved via grievance process (info@thothloki.com, 48-hour response), then Kerala jurisdiction.

17. Assignment and Delegation

ThothLoki's Assignment and Delegation terms restrict transfers to preserve cosmic covenant integrity, compliant with Indian Contract Act 1872 Section 37, with consent triggers and anti-assignment protections.

17.1 Assignment Restrictions

• No Unilateral Assignment: Neither party may assign rights, duties, or obligations under this agreement without prior written consent of the other (not to be unreasonably withheld).

• ThothLoki Rights: Assignment permitted to affiliates, successors, or upon OPC Private Limited merger/acquisition, with notice to Client (30 days minimum).

• Client Restrictions: Prohibited for Brand Sovereignty reasons; Client may assign only to verified successor entity maintaining ethical stewardship, subject to ThothLoki approval within 15 days.

17.2 Delegation Permissions

• Subcontracting Allowed: ThothLoki may delegate performance (not liability) to qualified subcontractors maintaining equivalent standards; key subs disclosed pre-engagement.

• No Client Delegation: Client may not delegate core responsibilities (approvals, payments, stewardship) without ThothLoki consent.

• Liability Remains: Delegating party fully liable for delegate's performance; no privity created with subcontractors.

17.3 Permitted Transfers

• Corporate Changes: Automatic upon business sale/merger where acquiring entity assumes all obligations; notice + proof of capability required within 10 days.

• IP Assignment: Excluded—governed separately by IP terms (irrevocable post-final payment).

• Security Interests: Pledges permitted but no control transfer; default triggers renegotiation rights.

17.4 Consequences of Breach

• Invalid Transfers: Automatically void; no rights vest in unauthorized assignee.

• Termination Trigger: Material breach allows immediate termination per Termination terms, with completed work retention.

• Damages: Actual losses recoverable; liquidated damages (25% of fees) for willful violations.

17.5 Notices and Approvals

• Consent Process: Written request with assignee/delegate details; response within 7 business days.

• Form: E-signature required for approvals; records retained 7 years per Companies Act 2013.

• Survival: Restrictions survive termination for 2 years; grievance to info@thothloki.com (48-hour response).

  
  

18. Notices and Communications

ThothLoki's Notices and Communications terms standardize delivery methods under Indian IT Act 2000 and Contract Act 1872, ensuring enforceable records with deemed receipt rules and multi-channel options.

18.1 Authorized Methods

• Primary Channel: Email to designated addresses—info@thothloki.com (ThothLoki), enquiry contact email provided by Client (Client).

• Secondary Channels: Registered post (Ernakulam, Kerala address for ThothLoki), courier with acknowledgment, or e-signature platforms (per IT Act).

• Routine Communications: Project updates via agreed tools (email, client portal); formal notices require written form.

18.2 Formal Notice Requirements

• Content: Specify agreement section, issue description, remedy demanded (if applicable), and response deadline.

• Deemed Delivery: Email effective 24 hours after sending (with delivery receipt auto-generated); registered post effective 3 business days post-mailing; courier effective on signature date; e-signature effective on platform timestamp.

• Proof: Sender retains transmission records; disputes resolved by Kerala courts.

18.3 Designated Contacts

• ThothLoki: info@thothloki.com (all notices); grievance officer for statutory complaints (48-hour response SLA).

• Client: Primary email/nation contact from engagement form; changes notified 7 days in advance.

• Updates: Contact changes effective upon receipt confirmation; legacy notices valid to old address.

18.4 Language and Copies

• English Only: All notices in English; translations non-binding.

• Copies: CC to secondary contacts (legal counsel if provided); courtesy only.

• Bulk Notices: Global registry updates via website; individual confirmation required for covenant changes.

18.5 Exceptions and Disputes

• Emergency Notices: Verbal permitted for imminent harm (IP infringement, breach escalation), confirmed in writing within 24 hours.

• Failed Delivery: Resend via alternate method; repeated failures trigger termination rights.

• Records: All communications archived 7 years per Companies Act 2013; FOI requests handled per DPDP Act.

• Grievance: Delivery disputes to grievance officer; survives termination.

  
  

19. Governing Law and Jurisdiction

ThothLoki's Governing Law and Jurisdiction terms establish exclusive Indian legal framework under Companies Act 2013, ensuring predictable dispute resolution for global B2B engagements.

Governing Law

• Exclusive application of Republic of India laws governs all aspects—Contract Act 1872, IT Act 2000, Copyright Act 1957, DPDP Act 2023, without foreign choice-of-law rules or conflicts principles.

• No UN CISG, UCC, or international conventions apply; purely domestic Indian contract law prevails.

• Statutory amendments post-agreement automatically incorporated; parties waive objections to law changes.

Jurisdiction and Venue

• Exclusive jurisdiction vests in courts of Ernakulam, Kerala, India for all disputes, claims, or controversies arising from or relating to this agreement.

• Client irrevocably submits to Kerala jurisdiction; waives personal jurisdiction, venue, and forum non-conveniens objections.

• No parallel proceedings permitted; first-filed action consolidates all claims.

Arbitration Option

• Parties may elect binding arbitration under Arbitration & Conciliation Act 1996 (Kerala seat, three arbitrators, English language) via mutual written agreement pre-dispute.

• Arbitration awards final, enforceable under New York Convention; court intervention limited to statutory grounds.

• Costs follow award; prevailing party recovers reasonable fees if claim frivolous.

Dispute Escalation

• Pre-litigation: All disputes first escalated to grievance officer (info@thothloki.com, 48-hour response mandatory) attempting good-faith resolution within 15 days.

• Mediation option: Parties may mutually select certified mediator (Kerala-based) post-grievance stage.

• Injunctive relief: Either party seeks emergency equitable remedies (confidentiality/IP breaches) directly from Kerala courts pending arbitration/litigation.

Global Client Waivers

• International clients affirm Kerala jurisdiction reasonable given service nature, ThothLoki location, and B2B sophistication.

• Geo-restrictions: Services unavailable in prohibited jurisdictions (e.g., sanctioned nations); acceptance constitutes waiver.

• Severability: Invalid jurisdictional provisions severed; remainder enforceable.

Survival and Records

• Governing law clause survives termination indefinitely; dispute records retained 7 years per statutory mandates.

• Electronic records admissible per Indian Evidence Act 1872; e-signatures constitute original documents.

20. Amendments and Modifications

Amendments and Modifications

ThothLoki's Amendments and Modifications terms ensure controlled changes to the agreement, compliant with Indian Contract Act 1872 Section 62, preventing unauthorized alterations while allowing necessary adjustments.

Amendment Requirements

• No oral modifications permitted; all amendments require mutual written consent via e-signature on addendum explicitly referencing this agreement.

• Changes limited to scope, timeline, fees, or deliverables; core covenants (Brand Sovereignty, one-nation-one-founder, IP assignment) non-waivable without new agreement.

• Proposed amendments submitted via formal notice process; ThothLoki responds within 7 business days.

Change Order Process

• Client-requested scope changes follow proposal update procedure: pause work, revised scope/timeline/fees issued, mutual approval before resumption.

• Emergency amendments (force majeure impacts) executable via email confirmation with 48-hour ratification.

• No retroactive effect; amendments govern prospectively from e-signature date.

Waiver Limitations

• Single breach waiver does not constitute ongoing waiver; must be explicit, written, and section-specific.

• No implied waiver through conduct or performance; strict compliance presumed.

• ThothLoki rights (termination, injunctive relief) non-waivable during active breaches.

Documentation and Tracking

• Master agreement plus all amendments maintained as single PDF portfolio; version control via timestamp/e-signature audit trail.

• Client receives signed copies within 24 hours; discrepancies resolved by latest e-signed version.

• Records retained 7 years per Companies Act 2013; accessible via grievance officer.

Integration and Precedence

• Amendments supersede conflicting prior terms; unamended sections remain fully enforceable.

• Entire agreement clause: This document + approved amendments constitute complete understanding; no extrinsic evidence admissible.

• Severability preserved: Invalid amendments severed without affecting remainder.

Dispute Resolution

• Amendment disputes follow standard escalation (grievance officer → arbitration/courts per Jurisdiction terms).

• Unauthorized modifications void ab initio; no estoppel created by performance under invalid changes.

21. Severability

Independent Provisions

• If any provision, clause, or portion of this agreement is held invalid, illegal, or unenforceable by competent authority, the remainder continues in full force without impairment.

• Invalidated terms treated as severed automatically; no need for formal amendment or reformation unless mutually elected.

• Doctrine of blue pencil applies: Minimal judicial excision permitted to preserve intent where possible.

Reformation Safeguard

• Courts directed to reform (not rewrite) invalid provisions to nearest enforceable equivalent reflecting original commercial intent, if severability alone insufficient.

• Core covenants protected: Brand Sovereignty, one-nation-one-founder, IP assignment deemed material and non-severable individually; their invalidity triggers entire agreement termination.

• Parties waive objections to reformation; affirm B2B sophistication understands risk allocation.

Effect on Performance

• Severance does not affect accrued rights, completed phases, or payment obligations for delivered work.

• Timelines extend reasonably for impacted obligations; force majeure principles apply to judicial delays.

• Mutual duty to notify of challenges; cooperation in curing via amendment if feasible.

Survival and Precedence

• Severability clause survives termination indefinitely; governs all disputes over partial invalidity.

• Precedes conflicting statutory presumptions; parties elect this construction explicitly.

• Records of judicial determinations retained 7 years; inform future engagements.

Dispute Resolution

• Severability challenges follow standard escalation (grievance officer → Kerala courts/arbitration).

• Prevailing party recovers reasonable costs defending successful severability motions.

  
  

22. Marketing and Publicity

Marketing and Publicity

ThothLoki's Marketing and Publicity terms balance Client sovereignty with anonymized portfolio rights, compliant with Indian Contract Act 1872 and PR laws, preventing unauthorized disclosures while enabling mythic legacy showcase.

Client Approvals Required

• No public references to Client, nation, or engagement without prior written consent (email sufficient for case-by-case approvals).

• Press releases, case studies, or testimonials require mutual e-signature on specific content; Client controls all identifiable mentions.

• Brand deliverables used only per Client direction post-IP assignment; ThothLoki disclaims endorsement liability.

ThothLoki Portfolio Rights

• Perpetual, royalty-free, non-exclusive license to showcase anonymized work samples in digital museum, website, and marketing collateral.

• Anonymization standard: No Client names, logos, nation identifiers, or traceable specifics; generic descriptors only ("eco-founder Brand Constitution").

• Client may revoke portfolio use with 30 days' notice; existing materials archived but not displayed.

Global Registry Disclosure

• Public assignment log lists sealed nations/suites anonymously (e.g., "Atman Suite - Nation X: Sealed"); no founder identities revealed.

• Registry serves transparency/scarcity proof; Client acknowledges pre-engagement as condition of covenant.

Mutual Restrictions

• Client prohibited from naming ThothLoki in competitive RFPs, comparative advertising, or disparaging contexts during 2-year post-term restriction.

• No "as seen on ThothLoki" badges, certifications, or implied endorsements without written license.

• Social proof: Client testimonials voluntary, anonymized unless attributed with approval.

Remedies and Enforcement

• Unauthorized publicity breaches trigger immediate injunction rights, damages limited to direct remediation costs.

• Grievance process applies (info@thothloki.com, 48-hour response); records retained 7 years.

• Survives termination; aligns with Non-Disparagement and IP terms for comprehensive protection.

23. Testimonials and Endorsements

ThothLoki's Testimonials and Endorsements terms regulate voluntary client feedback usage, compliant with India's Consumer Protection Act 2019 (B2B exemption) and ASCI guidelines, ensuring authenticity and mutual control.

Client Permissions

• Testimonials entirely voluntary; Client grants ThothLoki perpetual, royalty-free license to use approved quotes, names, or visuals in marketing upon explicit written consent.

• Approval process: Client submits proposed text/images via email; ThothLoki confirms usage within 48 hours; single revisions allowed.

• Withdrawal rights: Client may retract permission anytime with 30 days' notice; existing materials removed from active promotion (archived only).

Usage Guidelines

• Anonymized by default (no names/nations unless attributed); context limited to "cosmo-conscious brand transformation" without specifics.

• Platforms: ThothLoki website, social media, portfolio, sales materials; no paid amplification or misleading placements.

• Truthfulness warranty: Client affirms testimonials genuine, not incentivized; ThothLoki verifies pre-publication and labels if compensated (none provided).

Endorsement Restrictions

• No implied certifications, rankings, or comparative claims (e.g., "best cosmic service") without verifiable evidence.

• Client prohibited from issuing public endorsements naming ThothLoki without pre-approval to maintain brand sovereignty.

• Third-party endorsements (partners, media) require mutual review; no party bound by unauthorized statements.

Compliance and Disclaimers

• All testimonials include disclosure if material connections exist (per ASCI code); genuine feedback only, no fabrication.

• Disclaimers on ThothLoki materials: "Individual results vary; testimonials not guarantee of outcomes."

• Recordkeeping: Consent forms, correspondence retained 7 years; accessible via grievance officer.

Remedies

• Misuse triggers immediate takedown (24 hours), damages capped per Liability terms.

• Disputes follow standard escalation (info@thothloki.com → Kerala jurisdiction).

• Survives termination; integrates with Marketing, Non-Disparagement protections.

24. Waiver

ThothLoki's Waiver terms prevent implied rights relinquishment under Indian Contract Act 1872 Section 63, ensuring strict enforcement of covenants while allowing controlled flexibility.

No Waiver by Conduct

• Failure to exercise any right, remedy, or enforce any obligation does not constitute waiver of future enforcement.

• Partial exercise of rights (e.g., accepting late payment once) preserves all remaining remedies without prejudice.

• No waiver effective unless explicit, written, section-specific, and e-signed by authorized representatives.

Strict Requirements

• Verbal, implied, or course-of-performance waivers void; must reference specific agreement provision and breach.

• Single instance waiver limited to that occurrence; does not extend to similar future breaches.

• ThothLoki core rights non-waivable unilaterally: Brand Sovereignty covenant, one-nation-one-founder exclusivity, IP assignment irrevocability.

Revocation and Cure

• Granted waivers revocable with 7 days' notice for subsequent identical breaches; automatic reinstatement upon repeat violation.

• Cure periods (e.g., 30-day payment) not waivable during active default; strict compliance required post-notice.

• Client cannot waive ThothLoki termination rights during material uncured breaches.

Documentation

• Waivers logged as formal amendments per Amendments terms; integrated into master agreement portfolio.

• Records retained 7 years per Companies Act 2013; evidence against estoppel claims in disputes.

• No modification of liability caps, governing law, or severability via waiver.

Enforcement

• Courts directed to construe strictly against waiver claims; burden of proof on claiming party.

• Prevailing party in waiver disputes recovers reasonable costs.

• Survives termination; grievance process applies (info@thothloki.com, 48-hour response).

25. Survival of Terms

ThothLoki's Survival of Terms clause ensures critical protections endure beyond engagement termination, compliant with Indian Contract Act 1872, preserving covenant integrity indefinitely.

Automatically Surviving Provisions

• Intellectual Property ownership, licensing, and assignment terms survive perpetually.

• Confidentiality, Non-Disparagement, and Data Protection obligations continue for specified durations (5 years general, perpetual for trade secrets).

• Brand Sovereignty covenant, one-nation-one-founder exclusivity, and global registry commitments remain lifetime binding.

• Governing Law, Jurisdiction, Limitation of Liability, and Indemnities survive indefinitely.

Performance-Independent Survival

• Accrued payment rights/obligations for completed phases survive regardless of termination cause.

• Independent Contractor status, Non-Solicitation (12 months post-term), and Marketing restrictions persist as specified.

• Records retention (7 years minimum) and grievance process survive all terminations.

Termination Effects

• Non-surviving terms (project timelines, warranties for future performance) terminate automatically upon suite completion or agreement end.

• No automatic revival of terminated terms absent new written engagement.

• Mutual releases apply only to non-surviving obligations; express waivers required for surviving terms.

Enforcement Post-Termination

• Breach of surviving terms treated as independent actionable claims under original Jurisdiction clause.

• Remedies (injunctions, damages) fully available despite relationship end; no mitigation of rights by time passage.

• Courts uphold survival periods as reasonable and necessary for B2B covenant protection.

Documentation

• Survival list integrated into termination notices; Client receives confirmation of active surviving terms.

• Records of post-termination compliance retained 7 years; accessible via grievance officer.

• Amendments cannot eliminate core surviving protections without mutual e-signature

  
  

26. Third-Party Rights

ThothLoki's Third-Party Rights terms exclude unintended beneficiaries and limit external claims under Indian Contract Act 1872 Section 37, ensuring privity of contract while addressing indemnity flows.

No Third-Party Beneficiaries

• This agreement confers no rights, benefits, or remedies upon any third parties; only ThothLoki and Client may enforce terms.

• Subcontractors, affiliates, or Client personnel gain no direct action rights against the other party.

• Parents, successors, or assigns bound only via valid Assignment terms; no automatic inheritance.

Indemnity Flows

• IP infringement indemnities flow exclusively between ThothLoki and Client; third-party claimants pursue primary indemnitor directly.

• Client indemnifies ThothLoki against claims from Client's employees, agents, or successors misusing deliverables.

• ThothLoki indemnifies Client against direct subcontractor failures under ThothLoki control.

Third-Party IP and Materials

• Each party warrants no third-party rights violated through supplied materials or induced infringements.

• Licensed third-party components (stock assets, fonts) disclosed pre-engagement; Client approves or substitutes at own cost.

• Open source usage complies with licenses; no GPL-style copyleft contamination of Client IP.

External Claims Management

• Notice of third-party claims routed immediately to indemnifying party; defense tendered within 7 days.

• Settling party controls defense/settlement (reasonable approval required); no admission of liability without consent.

• Contribution rights preserved among joint tortfeasors per statutory law.

Exclusions and Limits

• No indemnity for consequential damages, regardless of third-party involvement.

• Third-party software integrations post-handover constitute Client responsibility.

• Global registry data (anonymized) creates no third-party privacy rights.

Enforcement

• Third-party disputes follow standard escalation (grievance → jurisdiction terms).

• Records of third-party interactions retained 7 years; survives termination.

• Prevailing party recovers costs defending frivolous third-party beneficiary claims.

27. Counterparts and Digital Execution

Counterparts and Digital Execution

ThothLoki's Counterparts and Digital Execution terms validate multi-part and electronic agreements under Indian IT Act 2000 Section 4-10 and Contract Act 1872, ensuring global enforceability.

Counterparts Authorization

• Agreement executable in any number of counterparts, each constituting an original; all counterparts together form single binding instrument.

• Electronic transmission (PDF, scanned signatures) treated as originals; no physical "wet ink" required.

• Facsimile, .docx, or image files sufficient when accompanied by e-signature verification.

Digital Execution Standards

• E-signatures via Aadhaar-based DSC, EMudhra, or equivalent Class 2/3 certificates fully binding per IT Act.

• Platform options: DocuSign, Adobe Sign, or ThothLoki portal with audit trail; timestamp/Digital Signature Certificate mandatory.

• Execution sequence: Client signs first (proposal acceptance), ThothLoki countersigns within 48 hours; mutual obligation upon both signatures.

Verification and Records

• Each e-signature generates immutable audit log (timestamp, IP, certificate details); retained 7 years per statutory mandates.

• Client receives fully-executed PDF via email within 24 hours; discrepancies resolved by latest timestamped version.

• Lost originals reconstructed from logs; courts accept electronic records as primary evidence per Evidence Act 1872.

Global Validity

• International clients' e-signatures valid regardless of local laws; parties elect IT Act 2000 as governing standard.

• No witness requirements; sole execution by authorized representatives suffices.

• Amendments follow identical digital process per Amendments terms.

Enforcement

• Non-compliance with execution formalities does not invalidate substantive obligations already performed.

• Disputes over signature authenticity resolved via forensic audit (at contesting party's expense).

• Survives termination; grievance process applies for execution challenges.

28. Language and Interpretation

ThothLoki's Language and Interpretation terms establish clear construction rules under Indian Contract Act 1872 and Evidence Act 1872, preventing ambiguity disputes while preserving covenant intent.

Governing Language

• English version controls exclusively; translations provided for convenience only, non-binding.

• All notices, amendments, deliverables, and communications conducted in English; Client affirms fluency.

• Discrepancies between versions resolved in favor of English original per Kerala court direction.

Rules of Interpretation

• Headings/captions for convenience only; ignored in construction.

• "Including" means non-exhaustive; "or" reads as inclusive unless context requires exclusive.

• Gender-neutral: Singular includes plural, vice versa; "person" encompasses entities/individuals.

• Time computations exclude day of act, include final day unless non-business.

Precedence Hierarchy

• Signed amendments supersede printed terms; typed over handwritten; specific over general provisions.

• Proposal deliverables prevail over boilerplate for scope disputes; core covenants (IP, Sovereignty) take precedence.

• Exhibits/schedules integrated fully; conflicts resolved by execution date recency.

Ambiguities and Extrinsic Evidence

• Ambiguities construed against drafting party (ThothLoki) only after parol evidence exhaustion.

• Trade usage/customary practices admissible for undefined terms; B2B sophistication presumed.

• Entire agreement clause bars prior negotiations/emails as interpretive aids absent fraud.

Performance Standards

• "Reasonable" efforts mean industry-standard for cosmo-conscious brand consultancies.

• "Material" breach requires substantial covenant failure impacting core purpose.

• "Commercially reasonable" measured against comparable Kerala/India service providers.

Enforcement

• Courts interpret upholding maximum enforceable effect; reformation over invalidation preferred.

• Records of interpretive disputes retained 7 years; grievance process precedes litigation.

• Survives termination; governs all construction challenges under Jurisdiction terms.

29. Ethical Conduct and Planetary Stewardship

ThothLoki's Ethical Conduct and Planetary Stewardship terms enshrine the covenant's moral core as voluntary B2B commitments under Indian Contract Act 1872, enforceable through objective stewardship standards rather than subjective morality clauses.

Ethical Conduct Standards

• Client commits to dharma-aligned business practices reflecting Brand Constitution values established in MANIFEST phase—transparency, integrity, non-harm.

• Prohibited activities: Fraud, exploitation, environmental destruction, or violations of international human rights standards (UN Guiding Principles).

• ThothLoki maintains cosmo-conscious creation standards; no engagement with sanctioned entities or planetary-harmful industries.

Planetary Stewardship Obligations

• Client agrees to measurable eco-sovereign practices post-delivery: Carbon-neutral operations within 24 months, ethical supply chains, biodiversity-positive impact.

• Annual stewardship report submitted to global registry (anonymized metrics only: emissions reduced, trees planted, waste diverted).

• One-nation-one-founder covenant requires nation-specific planetary legacy (e.g., protected reserve, community upliftment fund).

Verification and Reporting

• Self-certification via signed annual declaration; random audits (1/year) available with 14 days' notice, limited to aggregate data.

• Material non-compliance (verified regulatory violations) triggers covenant review, potential termination with completed work retention.

• ThothLoki provides guidance resources (frameworks, templates) but no liability for Client implementation failures.

Mutual Ethical Support

• ThothLoki showcases compliant stewards anonymously in digital museum as planetary impact case studies.

• Collaboration opportunities for aligned founders (cross-promotion, shared initiatives) with mutual consent.

• Non-disparagement extends to ethical practices; good-faith efforts presumed.

Enforcement and Remedies

• Breaches follow standard Termination process; no punitive damages, only contract remedies.

• Positive compliance celebrated via registry badges (opt-in); reputational benefits encouraged.

• Survives termination 5 years; grievance officer handles ethical disputes (info@thothloki.com, 48-hour response).

• Records retained 7 years per Companies Act 2013; aligns with Brand Sovereignty and Survival terms.

  
  

30. Platform Use and Access

ThothLoki's Platform Use and Access terms govern thothloki.com and related digital tools under Indian IT Act 2000 and DPDP Act 2023, ensuring secure B2B access while maintaining cosmic sovereignty.

Authorized Access

• Client receives unique credentials for client portal, digital museum access, and global registry tracking post-engagement e-signature.

• Access limited to named representatives; no sharing of credentials; immediate notification required for personnel changes.

• Free public access to anonymized registry and portfolio; enquiry forms open to all with eligibility screening.

Acceptable Use

• Permitted: Legitimate business purposes aligned with suite engagement—proposal review, asset downloads, stewardship reporting.

• Prohibited: Reverse engineering, data scraping, automated access, competitive analysis, or unauthorized redistribution of materials.

• Rate limits enforced (100 requests/hour); violations trigger temporary suspension with notice.

Security Responsibilities

• Client maintains password confidentiality; enables multi-factor authentication when available.

• Report suspected unauthorized access within 24 hours to info@thothloki.com; cooperation with security investigations required.

• ThothLoki monitors for threats; reserves right to suspend access during security incidents without liability.

Service Availability

• Platform available 99.5% uptime (excluding scheduled maintenance notified 7 days advance).

• Force majeure, DDoS attacks, or legal compliance may interrupt service; no SLA guarantees for free tiers.

• Data backups daily; disaster recovery within 48 hours; Client deliverables preserved independently.

Termination of Access

• Access terminates automatically upon suite completion or agreement end; surviving terms govern post-termination data rights.

• Cause-based suspension for payment delinquency (>15 days), security violations, or covenant breaches.

• Account deletion request honored within 30 days per DPDP Act (legal retention excepted).

Intellectual Property Notice

• Portal content protected; Client license limited to engagement deliverables per IP terms.

• Public registry data may be cited with attribution; no database rights claimed.

• Grievance process applies for access disputes; records retained 7 years per statutory requirements.

31. Service Availability and Limitations

ThothLoki's Service Availability and Limitations terms establish realistic B2B performance expectations under Indian Contract Act 1872, with no absolute guarantees while ensuring essential covenant delivery.

Availability Standards

• Core services target 99% uptime across client portal, email support, and digital museum during business hours (IST 9 AM-6 PM, Mon-Fri).

• Scheduled maintenance notified 7 days advance via email and website banner; emergency patches within 4 hours with status updates.

• Response SLAs: Grievance officer 48 hours max; phase feedback 3 business days; critical issues (payment, IP) 24 hours.

Service Limitations

• No guarantees of uninterrupted access; brief outages (<4 hours) from maintenance, upgrades, or third-party dependencies excluded from uptime calculations.

• Free enquiry/enquiry-info access "as-is"; no SLA for pre-engagement communications or public website functionality.

• Platform scalability limited to current client capacity (9 maximum active founders); waitlists honored chronologically.

Performance Exclusions

• Force majeure events fully excused per Force Majeure terms; no liability for delays from Client materials, approvals, or network issues.

• Third-party integrations (payment gateways, cloud storage) performance governed by provider SLAs; ThothLoki not liable.

• No service levels for ancillary features (social media, YouTube content) beyond best efforts.

Data and Backup Policies

• Daily automated backups; point-in-time recovery within 24 hours for critical data (deliverables, registry).

• Client responsible for independent copies of approved deliverables post-phase acceptance.

• Disaster recovery target RTO 48 hours, RPO 24 hours; annual testing documented.

Remedies for Downtime

• Extended outages (>24 hours, non-force majeure) trigger pro-rata credits for affected subscription phase (max 10% monthly fee).

• Repeated failures (3+ incidents/quarter) grant termination rights with full refund of prepaid undelivered phases.

• No consequential damages from downtime; aligns with Limitation of Liability terms.

Geographic and Technical Limits

• Services optimized for modern browsers (Chrome/Firefox latest 2 versions); legacy support excluded.

• High-risk jurisdictions geo-blocked per compliance terms; VPN circumvention violates acceptable use.

• Records of service incidents retained 7 years; monthly uptime reports available on request to active clients.

32. Compliance with Laws

ThothLoki's Compliance with Laws terms mandate mutual adherence to applicable legal frameworks under Indian Contract Act 1872 Section 23, ensuring lawful B2B engagements without unlawful object or consideration.

General Compliance Obligations

• Each party complies with all applicable laws, regulations, and industry standards in their jurisdiction relevant to this agreement—export controls, anti-bribery (Prevention of Corruption Act 1988), anti-money laundering, data protection.

• ThothLoki adheres to Indian GST laws (18% service tax), Companies Act 2013 filing requirements, DPDP Act 2023 for personal data.

• Client ensures compliance with local business registration, tax remittance, and sector-specific regulations for brand stewardship.

Specific Regulatory Areas

• Intellectual property laws fully observed per IP terms; no circumvention of assignment or licensing restrictions.

• Anti-corruption: No payments, gifts, or favors to public officials; immediate disclosure of investigations required.

• Export controls: No services to prohibited nations/entities; Client warrants no sanctioned status.

• Environmental laws: Planetary stewardship metrics align with national/international ESG reporting standards.

Changes in Law

• Regulatory changes increasing compliance costs passed through as additional fees (quoted with 30 days' notice).

• Impossibility from new laws triggers termination rights with pro-rata adjustments per Termination terms.

• ThothLoki notifies Client of material law changes impacting deliverables within 7 days of awareness.

Compliance Verification

• Annual self-certification exchange; ThothLoki provides SOC2-equivalent audit summary on request.

• Client grants audit rights (30 days' notice, NDA-bound) for compliance verification tied to Brand Sovereignty.

• Non-compliance constitutes material breach; cure period 30 days with remediation plan.

Indemnification for Violations

• Breaching party indemnifies other against direct third-party claims from proven willful non-compliance.

• No consequential damages; caps per Limitation of Liability terms apply.

• Cooperation mandatory in investigations; legal fees recoverable by prevailing compliant party.

Enforcement and Records

• Compliance disputes follow standard escalation (grievance officer → jurisdiction terms).

• Records retained 10 years for regulatory matters; exceeds statutory minimums.

• Survives termination 3 years; integrates with Ethical Conduct protections.

  
  

33. Non-Solicitation

ThothLoki's Non-Solicitation terms protect key relationships and human capital under Indian Contract Act 1872, with reasonable duration and narrowly tailored restrictions for B2B enforceability.

Solicitation Restrictions

• Personnel Non-Solicit: Neither party shall directly or indirectly solicit, induce, or recruit the other's employees, contractors, or consultants for employment/engagement for 12 months post-termination.

• Client Non-Solicit: ThothLoki agrees not to solicit Client's customers or active prospects introduced during engagement for 12 months post-term.

• Exceptions: General advertising, public job postings, or responses to unsolicited applications excluded; responds to employee resignation permitted.

Business Relationship Protection

• Client prohibited from diverting ThothLoki's other suite founders or prospects to competing services during term + 6 months post-term.

• No interference with existing contracts, partnerships, or referral networks established by either party.

• ThothLoki protects Client's Brand Sovereignty by not replicating specific mythic structures for same-nation competitors.

Remedies for Breach

• Liquidated Damages: $10,000 USD or 6 months' average fees (whichever greater) per solicited individual, as reasonable pre-estimate of harm.

• Injunctive Relief: Immediate court orders available without proving irreparable harm; reasonable bond posted.

• Actual Damages: Plus recoverable in addition to liquidated damages; no double recovery.

Geographic and Temporal Scope

• Worldwide application reflecting global digital service nature and one-nation-one-founder covenant.

• 12-month duration standard for personnel; 6 months for business relationships—narrower than competitive restraints.

• Automatic termination upon material breach; survives per Survival terms.

Compliance and Enforcement

• Self-reporting required for accidental contacts; good-faith cure offered within 7 days.

• Records of solicitation attempts retained 7 years; evidence admissible in Kerala courts.

• Prevailing party recovers reasonable attorney fees; integrates with Non-Disparagement protections.

• Grievance process applies first (info@thothloki.com, 48-hour response).

34. Public Statements and Representation

Public Statements and Representation

ThothLoki's Public Statements and Representation terms regulate external communications to protect Brand Sovereignty and mythic integrity under Indian Contract Act 1872, with mutual controls and ASCI compliance.

Authorized Representations

• Client controls all public statements about its Brand Constitution and deliverables post-IP assignment; ThothLoki disclaims liability for Client's brand messaging.

• ThothLoki authorized to reference anonymized engagement outcomes ("cosmo-conscious brand transformation for Nation X") in portfolio/registry only.

• Joint statements require mutual pre-approval via e-signature; single party statements must accurately reflect agreement terms.

Prohibited Statements

• No claims of guaranteed results, rankings, or endorsements beyond verified testimonials per Testimonials terms.

• Client prohibited from representing ThothLoki as ongoing partner, subsidiary, or endorser post-termination without written license.

• No comparative advertising positioning ThothLoki services against competitors; factual disclosures only.

Pre-Approval Process

• Proposed public materials (press releases, social posts, interviews) submitted 7 days advance for review; objections limited to factual inaccuracies.

• Emergency statements (regulatory filings) permitted with immediate post-facto notice (24 hours).

• Approved materials tracked in shared library; revisions require re-approval.

Compliance Standards

• All representations comply with ASCI guidelines, Consumer Protection Act 2019 (B2B exemption noted), and national advertising codes.

• Disclosures mandatory for material connections; "paid partnership" labels where applicable.

• Third-party mentions (media, analysts) neither confirmed nor denied without coordination.

Remedies and Enforcement

• Misrepresentations trigger immediate correction notice (48 hours compliance required) and damages per Liability terms.

• Injunctive relief available for goodwill/reputational harm; survives termination 2 years.

• Records of all public statements retained 7 years; grievance process applies first.

• Integrates with Marketing, Non-Disparagement, and Ethical Conduct protections.

35. Feedback and Continuous Improvement

ThothLoki's Feedback and Continuous Improvement terms encourage voluntary client input for mythic refinement while protecting both parties under Indian Contract Act 1872, with non-binding suggestions and structured channels.

Feedback Submission

• Clients invited to provide structured feedback post-phase completion via dedicated portal form (quantitative ratings + qualitative insights).

• Anonymous option available for candid input; identified feedback eligible for registry recognition (opt-in).

• Submission windows: 14 days post-phase approval; late feedback considered for future cycles only.

Utilization Guidelines

• Feedback used solely for internal process refinement; no attribution to specific clients without explicit consent.

• Aggregate anonymized insights shared in annual stewardship report; individual responses confidential per Confidentiality terms.

• ThothLoki commits to reviewing all substantive feedback within 30 days; response provided to identified submitters.

Continuous Improvement Commitments

• Annual methodology audit incorporating client feedback trends; material changes notified to active founders.

• Client suggestions non-binding; ThothLoki retains final creative authority over cosmic patterns and Brand Sovereignty frameworks.

• No service level guarantees from feedback implementation; aligns with Warranties limitations.

Exclusions and Limits

• Feedback does not create new obligations, warranties, or amendment rights; no estoppel from non-adoption.

• Competitive intelligence or feature requests treated as general input; no custom development outside proposal scope.

• Frivolous/abusive feedback subject to review; repeated violations may limit future submission privileges.

Mutual Benefits

• Participating clients receive early access to refined processes in subsequent phases or future suites.

• Feedback contributors acknowledged anonymously in digital museum (e.g., "Method refined through founder wisdom").

• Grievance process available for feedback handling disputes; records retained 7 years per statutory requirements.

Integration with Core Terms

• Complements Ethical Conduct through constructive dialogue; survives termination 1 year.

• Non-disparagement applies to feedback content; good-faith criticism protected.

• Portal access governed by Platform Use terms; grievance escalation via info@thothloki.com (48-hour response).

36. Recordkeeping and Documentation

Recordkeeping and Documentation

ThothLoki's Recordkeeping and Documentation terms mandate comprehensive audit trails under Indian Companies Act 2013, IT Act 2000, and DPDP Act 2023, ensuring evidentiary integrity for B2B covenant enforcement.

Retention Obligations

• All engagement records retained minimum 7 years post-termination: e-signatures, milestone approvals, payment proofs, feedback forms, communication logs.

• IP assignments, global registry entries, and Brand Sovereignty certifications preserved perpetually or until statute limitations expire.

• Data destruction certified via officer declaration post-retention; secure erasure methods (NIST 800-88 compliant).

Record Categories

• Transactional: Invoices, payment receipts, GST filings, TDS certificates—accessible via client portal download.

• Performance: Phase deliverables versions, approval timestamps, revision histories, change orders.

• Compliance: Consent forms, audit logs, grievance resolutions, third-party notices.

• Confidentiality protected: Client-specific records access-restricted; aggregate metrics public via registry.

Access Rights

• Client entitled to complete engagement file export (PDF/CSV) upon written request; delivered within 5 business days.

• ThothLoki audit rights for stewardship verification per Ethical Conduct terms; 14 days' notice required.

• Regulatory requests honored per statutory timelines; Client notified of compelled disclosures.

Documentation Standards

• Immutable formats: PDF/A for long-term archival, blockchain-timestamped e-signatures where available.

• Version control maintained; superseded documents marked "VOID" but retained for evidentiary chain.

• Disaster recovery tested annually; offsite backups in India-compliant facilities.

Audit and Verification

• Annual internal compliance audit; summary report available to active clients on request.

• Disputed records resolved via timestamp precedence; forensic authentication available at contesting party's expense.

• Court-admissible format guaranteed per Indian Evidence Act 1872 Section 65B.

Integration and Enforcement

• Records support all dispute resolutions; destruction prior to retention period constitutes material breach.

• Grievance process governs access disputes (info@thothloki.com, 48-hour response).

• Survives termination indefinitely; core evidentiary function for surviving terms (IP, Confidentiality, Jurisdiction).

37. Interpretation of Symbolic Terms

Interpretation of Symbolic Terms

ThothLoki's Interpretation of Symbolic Terms clarifies mythic language for legal certainty under Indian Contract Act 1872 and Evidence Act 1872, preventing disputes over esoteric phrasing while preserving covenant spirit.

Defined Symbolic Concepts

• Cosmic Suites: Professional B2B brand transformation programs (Atman, Immortal, Empire) delivered via defined phases; no supernatural claims implied.

• Brand Sovereignty: Client's exclusive right to control/use Brand Constitution post-IP assignment; ethical stewardship commitment enforceable via objective metrics.

• Cosmo-Conscious Creation: Creative methodology integrating sustainability, mythology, and strategic branding; professional judgment standard applies.

• Resonance Rites/Triple Verification: Structured eligibility screening using defined checklists (intent, coherence, endurance); administrative process only.

Mythic Language Construction

• Karma/Dharma Alignment: Compliance with Client's stated ethical business practices per Brand Constitution; measurable via annual stewardship report.

• One Nation-One Founder: Geographic exclusivity covenant limiting parallel services within same nation; contractual restriction, not moral judgment.

• Global Registry: Public database tracking sealed assignments anonymously; transparency tool, not ownership claim.

• Digital Museum: Anonymized portfolio showcasing deliverables; marketing license per IP terms.

Legal Interpretation Rules

• Symbolic terms construed as co-extensive with precise commercial equivalents achieving identical business purpose.

• Courts directed to uphold literal business meaning over esoteric interpretations; B2B sophistication presumed.

• No occult/supernatural obligations created; all terms reflect standard creative service undertakings.

Dispute Resolution for Ambiguity

• Ambiguous symbolic usage follows standard escalation: grievance officer clarification → written interpretation → jurisdiction terms.

• ThothLoki provides glossary updates via amendment process; Client acknowledges understanding pre-engagement.

• Precludes parol evidence of contrary mythic meanings; English commercial construction controls exclusively.

Preservation of Essence

• Legal clarity complements rather than dilutes mythic intent; enforceable structure enables covenant permanence.

• Client affirms sophisticated understanding of dual commercial/spiritual framing upon e-signature.

• Survives termination; governs all interpretive challenges under Governing Law terms; records retained 7 years.

38. Acknowledgment of Sovereign Framework

Acknowledgment of Sovereign Framework

ThothLoki's Acknowledgment of Sovereign Framework requires Client's explicit affirmation of the B2B covenant structure under Indian Contract Act 1872, confirming sophisticated understanding of commercial and mythic commitments.

Affirmation of Framework

• Client acknowledges and agrees that Cosmic Suites constitute professional brand transformation services, not supernatural or occult undertakings; all symbolic language interpreted per Interpretation of Symbolic Terms.

• Client affirms B2B sophistication, confirming legal review completed and voluntary acceptance of all risks, exclusivity covenants, and milestone-based economics.

• Brand Sovereignty recognized as contractual right to exclusive control over Brand Constitution post-IP assignment, coupled with ethical stewardship obligations measurable via objective metrics.

Covenant Understanding

• One-nation-one-founder exclusivity constitutes geographic service restriction for scarcity preservation, enforceable via Termination remedies, not moral judgment.

• Global registry serves as public proof-of-assignment database; Client consents to anonymized listing as condition precedent to engagement.

• Lifetime commitments (stewardship reporting, non-parallel services) reflect standard long-term service agreements with defined cure periods.

Risk Allocation Acceptance

• Client accepts all integration, market, and implementation risks post-deliverable handover per Warranty disclaimers.

• Milestone payments with cooling-off periods eliminate unfair terms concerns; pro-rata refunds ensure value alignment.

• Jurisdiction waiver (Kerala courts) reasonable given service origin, digital delivery, and balanced dispute escalation.

Execution Certification

• By e-signature, Client certifies: (1) Authority to bind business entity; (2) Full disclosure to stakeholders; (3) No consumer protection reliance.

• Acknowledgment survives termination indefinitely; material misrepresentation constitutes fraud triggering all remedies.

• Grievance process available for clarification (info@thothloki.com, 48-hour response); records retained 7 years per statutory mandate.

Integration with Core Terms

• Complements Legal Entity, IP Ownership, and Ethical Conduct provisions forming unbreakable covenant chain.

• Courts directed to enforce Client's sophistication presumption absent clear evidence of fraud or duress.

• Single source of truth; supersedes prior negotiations or verbal understandings.

  
  

39. Mutual Confidentiality & NDA

ThothLoki's Mutual Confidentiality & NDA establishes reciprocal non-disclosure obligations under Indian Contract Act 1872 Section 27 and Evidence Act 1872, protecting esoteric brand strategies as trade secrets while enabling covenant execution.

Scope of Confidential Information

• Definition: Encompasses all proprietary data exchanged during Cosmic Suites—Brand Constitution drafts, Resonance Rite checklists, stewardship metrics, client rituals, business philosophies, and Global Registry entries—marked "Confidential" or reasonably understood as such.

• Form: Oral, written, digital, or visual; includes notes/analyses derived therefrom but excludes pre-existing knowledge independently developed.

• Exclusions: Public domain info, third-party disclosures without confidentiality breach, or data required by court order (with prior notice).

Obligations of Protection

• Standard of Care: Each party safeguards other's Confidential Information using identical measures as own (minimum reasonable care); no reverse engineering or extraction attempts.

• Permitted Use: Strictly limited to evaluating/executing this Agreement and delivering Brand Sovereignty; no marketing or competitive applications.

• Copying/Access: Restricted to need-to-know personnel bound by equivalent terms; track all copies with destruction certification on demand.

Term & Survival

• Duration: Survives termination indefinitely for trade secrets; 7 years post-term for other Confidential Information.

• Return/Destruction: Upon termination or request, return/destroy all copies with written certification within 10 days; digital deletion verified via audit.

• Perpetual Effect: Non-disclosure covenant integrates into Entire Agreement, enforceable post-engagement via injunction without proving irreparable harm.

Breach & Remedies

• Notice Requirement: Receiving Party notifies Discloser within 24 hours of suspected breach; cooperate in mitigation.

• Equitable Relief: Discloser entitled to immediate injunctions (Kerala courts) plus actual damages, disgorgement of profits, attorney fees.

• No Adequacy: Monetary damages inadequate for brand covenant violations; specific performance presumed available.

Integration with Covenant

• Complements IP Ownership and Ethical Conduct; Client consents to ThothLoki's anonymized case studies excluding Confidential Information.

• Courts directed to enforce literal commercial protection over mythic interpretations; sophistication presumption applies.

• Grievance Officer clarifies scope (info@thothloki.com, 48-hour response); records retained 10 years per statutory mandate.

40. Cross-Indemnification

ThothLoki's Cross-Indemnification clause establishes mutual risk allocation under Indian Contract Act 1872 Section 124, protecting both parties from third-party claims arising from respective breaches while preserving covenant integrity.

Mutual Indemnity Obligations

• Client Indemnifies ThothLoki: Against all claims, losses, damages, liabilities, costs (including attorney fees) arising from (a) Client Materials' IP infringement, (b) Client's breach of warranties/authority, (c) Client's gross negligence in implementing Deliverables.

• ThothLoki Indemnifies Client: Against claims alleging Deliverables infringe third-party IP rights (excluding Client Materials modifications); limited to final accepted work pre-modification.

• Common Coverage: Third-party claims for death, bodily injury, or property damage caused by respective negligence; excludes consequential damages.

Claims Procedure

• Notice: Indemnified Party notifies Indemnifier in writing within 10 days of claim awareness; failure prejudices rights only if materially harmed.

• Control: Indemnifier controls defense/settlement (reasonable consent not unreasonably withheld); Indemnified Party cooperates at Indemnifier's expense.

• Settlement: No admission of liability without mutual consent; Indemnifier reimburses pre-approved defense costs.

Limitations & Exclusions

• Caps: ThothLoki liability capped at fees paid prior 12 months; Client uncapped for IP infringement from its Materials.

• Exclusions: No indemnity for (a) Indemnified Party's negligence/gross negligence, (b) combination with non-party products, (c) scope misuse beyond Brand Sovereignty terms.

• Insurance: Each maintains coverage satisfying obligations; certificates exchanged pre-commencement.

Survival & Enforcement

• Duration: Survives termination indefinitely for IP claims; 3 years post-term for others.

• Equitable Relief: Injunctions available without proving inadequacy of legal remedies.

• Integration: Complements Confidentiality, IP Ownership, Liability Limitation; courts enforce literal commercial meaning over mythic interpretations.

Covenant Preservation

• Risk allocation reflects B2B sophistication; Client affirms understanding in Signature section.

• Grievance Officer clarifies application (info@thothloki.com, 48-hour response).

• Records retained 10 years; governs all third-party proceedings under Jurisdiction terms.

  
  

41. Data Privacy Compliance

ThothLoki's Data Privacy Compliance clause ensures full adherence to Digital Personal Data Protection Act 2023 (DPDP Act), positioning ThothLoki as Data Processor and Client as Data Controller/Fiduciary for B2B brand data flows under Indian law.

Roles and Definitions

• Data Controller (Client): Determines processing purpose/means for brand contact data, stewardship metrics, Resonance Rite responses; responsible for lawful basis (contract performance).

• Data Processor (ThothLoki): Processes personal data solely per Client instructions via Cosmic Suites—collection, storage, analysis for Deliverables; never for own purposes.

• Personal Data Scope: Names, emails, business philosophies, IP addresses from enquiries/dashboard; excludes anonymized Global Registry entries.

Processing Obligations

• Lawful Basis: Processing strictly for Agreement execution (DPDP Section 7 legitimate uses); Client provides notice/consent where required.

• Security Safeguards: Encryption-at-rest/transit (AES-256), access controls (RBAC), annual audits; breach notification to Client + Data Protection Board within 72 hours.

• Data Minimization: Collect only essential fields; delete post-purpose fulfillment (final Deliverable acceptance + 2 years legal retention).

Client Rights and Controls

• Data Principal Rights: Client enables access, correction, erasure, portability via dashboard; ThothLoki executes within 30 days free of charge.

• Sub-Processor Approval: No third-party processors (AWS India only) without Client consent; DPA executed with equivalents.

• Cross-Border: No transfers outside India; all processing Bengaluru/Kerala servers.

Breach and Audit Rights

• Incident Response: Immediate isolation, forensic analysis, root cause report to Client within 7 days; regulatory filings handled per law.

• Audit Cooperation: Annual compliance audit access (no source code); SOC2-equivalent reports provided yearly.

• Termination Effects: Bulk data export + certified deletion within 30 days; no retention beyond legal mandates.

Covenant Integration

• Complements Mutual Confidentiality; survives termination 7 years for data subject requests.

• Client affirms DPDP compliance in Signature; sophistication presumes understanding of Controller duties.

• Grievance Officer handles privacy queries (info@thothloki.com, 24-hour response); records retained per statutory periods.

42. Entire Agreement

ThothLoki's Entire Agreement clause establishes this document as the complete and exclusive statement of terms under Indian Contract Act 1872 Section 92, superseding all prior discussions while integrating defined amendments.

Integration Principle

• This Agreement, including all signed exhibits, proposals, amendments, and schedules, constitutes the entire understanding between ThothLoki and Client regarding Cosmic Suites engagement.

• Supersedes all prior agreements, proposals, negotiations, representations, warranties, or understandings—oral, written, or electronic—made before execution.

• No extrinsic evidence admissible to contradict, vary, or supplement terms absent fraud, duress, or mutual mistake proven in court.

Document Components

• Master Terms & Conditions (all sections as executed).

• Signed Project Proposal defining specific deliverables, milestones, timeline, fees.

• IP Assignment Deed (executed post-final payment).

• Amendments via formal e-signature process per Amendments terms.

• Excludes drafts, term sheets, marketing materials, or pre-contract emails as interpretive aids.

Parol Evidence Rule

• Courts directed to exclude prior/modified terms; Client sophistication precludes reliance on non-integrated representations.

• Marketing claims, website content, or verbal assurances form no contract basis; written execution required.

• Exceptions narrow: Implied covenants of good faith/fair dealing preserved per statutory mandate.

Post-Execution Modifications

• Future changes exclusively via Amendments terms; no waiver by conduct alters integration principle.

• Entire Agreement reaffirmed in every amendment, termination notice, or dispute correspondence.

• Client receives fully-integrated PDF portfolio upon execution and annually for active engagements.

Enforcement Protection

• Disclaimer shifts reliance risk to executed document; sophisticated parties presumed to negotiate fully.

• Breach of integration (claiming external terms) constitutes material misrepresentation with Termination remedies.

• Survives termination indefinitely; governs all disputes under Jurisdiction terms.

• Grievance officer clarifies scope questions (info@thothloki.com, 48-hour response); records retained 7 years.

43. Signature and Acceptance

Signature and Acceptance

ThothLoki's Signature and Acceptance section finalizes the covenant through electronic execution under Indian Contract Act 1872 and Information Technology Act 2000, binding Client to all integrated terms upon affirmation.

Execution Mechanism

• Client accepts by clicking "I Accept" or equivalent e-signature button, timestamped via platform (thothloki.com dashboard).

• Acknowledges review of all sections: Legal Entity, Symbolic Terms, Sovereign Framework, Entire Agreement, and Proposal specifics.

• Constitutes electronic signature with same legal force as wet ink; IP address, device fingerprint, and session data recorded as proof.

Acceptance Certification

• Client certifies: (1) Authority to bind entity; (2) Full comprehension of commercial/mythic duality; (3) Voluntary acceptance without duress.

• Confirms no consumer reliance; B2B sophistication presumed with legal review opportunity exercised.

• Triggers immediate obligations: Initial payment, Global Registry listing, non-disclosure activation.

Effectiveness and Records

• Agreement effective upon dual e-signatures (ThothLoki + Client) or Client acceptance post-ThothLoki signature.

• Executed PDF delivered to Client email/dashboard; annual reaffirmation required for active engagements.

• Immutable record retained 10 years minimum; blockchain timestamp optional for high-value Suites.

Post-Signature Protocol

• Welcome Rite email confirms activation, deliverables timeline, and Grievance Officer contacts.

• Client receives branded Constitution draft within 48 hours; first stewardship checkpoint at 90 days.

• Revocation impossible post-execution; Termination terms govern exit exclusively.

Covenant Sealing

• Marks transition from negotiation to sacred-commercial obligation; courts uphold execution presumption.

• Client portal activation provides real-time milestone tracking, compliance dashboard, amendment requests.

• Grievance process available pre-signature (info@thothloki.com); post-signature escalates per Dispute terms.44 Data Privacy Compliance

  
  

42. . Scope of Work (SOW) Specificity

ThothLoki's one-year Cosmic Suites SOW defines precise deliverables across MANIFEST→CREATION→BALANCE phases per existing payment terms.

Phase 1: MANIFEST (Month 1) - 20% Payment

• Triple Verification checklist (intent, coherence, endurance)

• 10-page Brand Archetype Analysis Report

• Client signs "Proceed to CREATION" within 7 days

• Rejection requires specific contractual breaches cited

Phase 2: CREATION - Constitution (Month 4) - 30% Payment

• 25-page Brand Constitution (mythos, values, sovereignty covenants)

• Maximum 3 revision cycles (5 business days turnaround each)

• Legal integration + stewardship framework embedded

• Signed "Constitution Approved" triggers payment

Phase 3: CREATION - Identity (Month 7) - 25% Payment

• Celestial design system (Figma source files, typography, palette)

• Animated elements + minimalist dashboard prototype

• 50-page style guide PDF + 2-hour training session

• Functional testing + ≤5 punch list items signed off

Phase 4: BALANCE - Handover (Month 8) - 15% Payment

• Global Registry anonymized assignment listing

• Complete source files transfer (Figma, assets, documentation)

• Brand Sovereignty Certificate issued

• Signed handover confirmation required

Phase 5: BALANCE - Stewardship (Month 12) - 10% Payment

• Quarterly compliance dashboard reviews (Q1-Q4)

• Annual stewardship report certification

• 95% KPI verification (implementation, coherence, endurance)

• Signed Year 1 verification report

Acceptance Protocol

• 7-day review window per phase

• Silence = automatic acceptance

• ≤5 punch list items fixed free within 14 days

• Vague "not satisfied" rejections invalid

• Escalation: Grievance Officer → Arbitration

Change Orders

• Written request → 3-day impact assessment

• Signed Change Order required before extra work

• Client pays expansion + 15% contingency

43. Change Order Process

ThothLoki's Change Order Process establishes formal scope modification protocol under Indian Contract Act 1872 Section 37, preserving payment structure and timeline certainty across Cosmic Suites phases.

Change Request Submission

• Client submits written Change Request via dashboard or email (info@thothloki.com)

• Must specify additional deliverables, expected timeline impact, budget parameters

• ThothLoki acknowledges receipt within 24 business hours

Impact Assessment Protocol

• ThothLoki delivers written Impact Assessment within 3 business days

• Assessment details revised pricing, timeline extensions, risk implications

• No additional work commences until assessment mutually approved

Change Order Execution

• Signed Change Order document mandatory before ANY extra work begins

• Documents precise scope change, price adjustment, timeline revision, acceptance criteria

• E-signature required via thothloki.com dashboard; effective upon dual execution

Pricing Impact Rules

• Scope expansion requires Client payment of additional fees plus 15% contingency

• Timeline compression carries 25% premium surcharge

• Client-caused delays trigger pass-through timeline extensions

• Work performed absent signed Change Order remains unpaid

Limits and Restrictions

• Maximum 2 Change Orders permitted per SOW phase

• Cannot modify fixed payment percentages (20/30/25/15/10 structure immutable)

• Cannot extend covenant beyond Year 1 completion (Month 12)

• Emergency changes require 48-hour notice and 50% premium

Dispute Resolution Mechanism

• Change Order disputes escalate to Grievance Officer within 48 hours

• Absent mutual agreement, original Scope of Work prevails exclusively

• Unauthorized extra work constitutes non-billable effort

Covenant Integration

• Complements existing 7-day acceptance protocol per phase

• Pro-rata refund provisions remain unchanged for terminated phases

• Force Majeure exclusions apply equally to Change Order timelines

• All records retained 10 years per statutory requirements

44. . Acceptance & Rejection Protocol

ThothLoki's Acceptance & Rejection Protocol enforces milestone payments through strict 7-day review windows across all Cosmic Suites phases per existing payment terms.

Review Period Rules

• 7 calendar days from Deliverable receipt (dashboard/email timestamp)

• Silence = automatic acceptance - payment immediately due

• Clock pauses only for pre-notified Client statutory holidays

Valid Acceptance Forms

• Dashboard e-signature confirming "Approved" status

• Signed punch list (≤5 specific items) with 14-day fix commitment

• Phase 3 Identity phase requires functional testing certification

Valid Rejection StandarD

✅ VALID: Specific Scope of Work breaches + evidence: • Deliverables missing from defined SOW phases • Fails explicit phase acceptance criteria • Material defects preventing commercial use ❌ INVALID: "Not satisfied", aesthetic preferences, vague dissatisfaction

Punch List Process

• Maximum 5 fixable items per phase

• ThothLoki fixes free within 14 calendar days

• Additional items require Change Order approval

• Punch list silence after 7 days = acceptance

Payment Trigger Timeline

Day 7: No response → Phase payment obligation immediate Day 7: Valid rejection → 7-day ThothLoki cure period Day 14: Fixes delivered → New 7-day review window Disputed acceptance → Grievance Officer (48 hours)

Phase-Specific Triggers

text

Phase 1 (20%): "Proceed to CREATION" e-signature Phase 2 (30%): "Constitution Approved" execution Phase 3 (25%): Testing passed + punch list signed Phase 4 (15%): Handover confirmation form Phase 5 (10%): Year 1 stewardship verification

Escalation Process

• Grievance Officer (info@thothloki.com) - 48-hour resolution

• Mandatory mediation (Kerala neutral) - 7 days max

• Binding arbitration (Arbitration Act 1996, Kerala seat)

• Kerala High Court exclusive jurisdiction

Breach Remedies

• Client wrongful rejection: Payment due + 15% late fee

• ThothLoki delivery failure: Pro-rata refund - 15% admin

• Frivolous rejections: Deemed acceptance + liquidated damages

Covenant Integration

• Records IP-timestamped, retained 10 years minimum

• Courts enforce literal protocol over mythic interpretations

• Complements SOW, Change Orders, 20/30/25/15/10 payments

• Grievance Officer available for clarification (48-hour SLA)