Master Service Agreement

This Master Service Agreement ("Agreement") is entered into between XYZ Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at [Registered Office Address], [City], India (CIN: [CIN]) ("Contravi", "we", or "us"), and the customer identified in the applicable order, sign-up, or order form ("Customer", "you"). This Agreement is effective from the date you first accept it or first access the Service (the "Effective Date").

By accepting this Agreement or using the Service, you agree to its terms. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

1. Definitions

"Service" means the Contravi contract-workflow platform, website, applications, and related services. "Customer Data" means documents, data, and content the Customer or its authorised users submit to the Service. "Authorised Users" means individuals the Customer permits to use the Service under its account. "Order" means the online sign-up, order form, or ordering document under which the Customer subscribes to the Service. "Confidential Information" has the meaning given in Section 8.

2. The Service and beta status

We will make the Service available to the Customer and its Authorised Users in accordance with this Agreement and the applicable Order. The Customer acknowledges that the Service is provided on a beta basis: it remains under development, may contain defects, may be modified or discontinued at any time, and is provided without any service-level commitment, uptime guarantee, or assured backup, migration, or support response time during the beta period. We may update the Service from time to time.

3. Licence and access rights

Subject to this Agreement, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for its internal business purposes. The Customer is responsible for its Authorised Users' compliance with this Agreement. All rights not expressly granted are reserved. The acceptable-use restrictions in our Terms & Conditions are incorporated by reference.

4. Customer obligations

• The Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquired it;
• The Customer must ensure it has all rights, lawful bases, and consents required to upload and process Customer Data (including third-party personal data) through the Service;
• The Customer must use the Service in compliance with applicable laws and these terms; and
• The Customer is responsible for maintaining the confidentiality of account credentials and for activity under its account.

5. Fees and payment

Fees, if any, are set out in the applicable Order. During the beta, the Service may be provided free of charge or under a promotional arrangement (for example, an introductory free period). Where fees apply, they are payable in advance unless otherwise stated, are exclusive of applicable taxes (including GST), and, except as required by law, are non-refundable. Usage-based charges (such as charges per executed document beyond an included allowance) will be invoiced as described in the Order. We may revise fees prospectively on reasonable notice.

6. Data protection

Each party will comply with applicable data protection law, including the Digital Personal Data Protection Act, 2023. To the extent we process personal data contained in Customer Data on the Customer's behalf, we act as a Data Processor and the Customer acts as the Data Fiduciary; we will process such personal data only to provide the Service and in accordance with the Customer's instructions and our Privacy Policy, which is incorporated by reference. The Customer is responsible for the lawful basis for processing Customer Data through the Service.

7. Intellectual property and feedback

As between the parties, the Customer owns all rights in Customer Data, and we own all rights in the Service and all related software, technology, and materials (excluding Customer Data). The Customer grants us a limited licence to host, process, and use Customer Data solely to provide and support the Service. The Customer grants us a perpetual, irrevocable, royalty-free licence to use any Feedback to improve our products and services.

8. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including the Service, pricing, and Customer Data. The receiving party will use Confidential Information only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel who need to know and are bound by confidentiality. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where permitted).

9. Warranties and disclaimers

Each party warrants that it has the authority to enter into this Agreement.

EXCEPT AS EXPRESSLY STATED, AND GIVEN ITS BETA NATURE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DOCUMENT OR ELECTRONIC SIGNATURE CREATED USING THE SERVICE WILL BE LEGALLY VALID OR ENFORCEABLE.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) INR 5,000. WHERE THE SERVICE IS PROVIDED FREE OF CHARGE DURING THE BETA, OUR TOTAL LIABILITY WILL NOT EXCEED INR 5,000. THESE LIMITS DO NOT APPLY TO A PARTY'S LIABILITY FOR ITS WILFUL MISCONDUCT OR TO AMOUNTS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

11. Indemnification

Subject to and counting toward the limitation of liability in Section 10, the Customer will indemnify and hold us harmless from and against third-party claims, damages, and reasonable expenses to the extent arising out of Customer Data or the Customer's use of the Service in breach of this Agreement or applicable law. Any indemnity is conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim, (b) giving the indemnifying party sole control of the defence and settlement (provided that no settlement that imposes any liability or obligation on, or requires any admission from, the indemnified party may be entered into without its prior written consent, not to be unreasonably withheld), and (c) providing reasonable cooperation at the indemnifying party's expense. This Section states the indemnifying party's entire liability, and the indemnified party's sole and exclusive remedy, for the claims described in it.

12. Term and termination

This Agreement begins on the Effective Date and continues for the subscription term stated in the Order, or until terminated. Either party may terminate for convenience on prior written notice where no fixed term applies, and either party may terminate for the other's material breach that remains uncured 30 days after written notice. We may suspend or terminate access immediately if required by law, for security reasons, or if we discontinue the beta. On termination, the Customer's access ends; we will make Customer Data available for export for a limited period where reasonably practicable, after which it may be deleted. Sections relating to fees accrued, IP, confidentiality, disclaimers, limitation of liability, indemnity, and governing law survive termination.

13. General

This Agreement, together with the applicable Order, our Terms & Conditions, and Privacy Policy, is the entire agreement between the parties regarding the Service and supersedes prior discussions. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party may assign this Agreement without the other's consent, except to a successor in connection with a merger or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. No waiver is effective unless in writing. Nothing creates a partnership, agency, or employment relationship. Notices must be sent to the contact details in the Order or to founders@contravi.ai.

14. Governing law and dispute resolution

This Agreement is governed by the laws of India. The parties will first attempt to resolve any dispute amicably. Failing resolution, the dispute will be subject to the exclusive jurisdiction of the courts at [City], India. The parties may, by mutual agreement, refer disputes to arbitration under the Arbitration and Conciliation Act, 1996, seated at [City], India, conducted in English by a sole arbitrator.