Master Subscription Agreement

We will make the Professional Edition Service available to You free of charge until the difference between the start date of any Purchased Services ordered by You and the current date is less than or equal to 15 days.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION OR EXPORT SUCH DATA BEFORE THE END OF THE FREE TRIAL PERIOD. YOUR DATA DURING THE FREE TRIAL WILL BE TRANSFERRED TO THE PAID SERVICE.

NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

Please get to know all the information during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

4.1 Our Responsibilities. We shall: (i) provide basic support at no additional charge, (ii) use commercially reasonable efforts to make Purchased Services available 24/7 except for planned downtime (of which We shall give at least 8 hours notice) or unavailability caused by circumstances beyond Our reasonable control, and (iii) provide the Services only in accordance with applicable laws and regulations.

4.2 Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to the Services and notify Us promptly of any such access, and (iv) use the Services only in accordance with the User Guide and applicable laws. You shall not (a) make the Services available to any third party other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit unlawful material or material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, or (e) attempt to gain unauthorized access to the Services or their related systems.

4.3 Usage Limitations. Services may be subject to limitations such as disk storage space or API call limits, as specified in the User Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.

6.1 User Fees. You shall pay all fees specified in all Order Forms. Fees are quoted and payable in Indian Rupees, are based on services purchased (not actual usage), are non-cancelable, and non-refundable. User subscription fees are based on monthly periods beginning on the subscription start date.

6.2 Invoicing and Payment. You will provide valid and updated credit card information or an alternative document reasonably acceptable to Us. Invoiced charges are due net 30 days from the invoice date unless otherwise stated in the Order Form.

6.3 Overdue Charges. Charges not received by the due date may accrue late interest at 1.5% of the outstanding balance per month (or the maximum rate permitted by law), and We may condition future renewals on shorter payment terms.

6.4 Charges 30+ Days Overdue. If any charge is 30 or more days overdue, We may accelerate all unpaid fee obligations and suspend Services until such amounts are paid in full.

6.5 Taxes. Our fees do not include taxes, levies, duties or similar governmental assessments. You are responsible for paying all applicable Taxes associated with Your purchases, unless You provide Us with a valid tax exemption certificate.

8.1 Definition of Confidential Information. "Confidential Information" means all confidential information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect its own confidential information (but in no event less than reasonable care) and shall limit access to Confidential Information to those employees and agents who need such access for purposes consistent with this Agreement.

8.3 Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not modify, disclose, or access Your Data except as compelled by law or as expressly permitted in writing by You.

8.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if compelled by law to do so, provided it gives the Disclosing Party prior notice of such compelled disclosure to the extent legally permitted.

10.1 Indemnification by Us. We shall defend You against any claim made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates intellectual property rights of a third party, and shall indemnify You for damages finally awarded; provided that You (a) promptly give Us written notice of the Claim, (b) give Us sole control of the defense and settlement, and (c) provide all reasonable assistance at Our expense.

10.2 Indemnification by You. You shall defend Us against any claim alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates intellectual property rights or violates applicable law, and shall indemnify Us for damages finally awarded; provided that We (a) promptly give You written notice of the Claim, (b) give You sole control of the defense and settlement, and (c) provide all reasonable assistance at Your expense.

10.3 Exclusive Remedy. This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.

12.1 Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.

12.2 Term of Purchased User Subscriptions. User subscriptions commence on the start date specified in the Order Form and continue for the subscription term. Subscriptions automatically renew for additional periods equal to the expiring term or one year (whichever is shorter) unless either party gives 30 days notice of non-renewal. Any pricing increase shall not exceed 7% over the pricing for the immediately prior subscription term unless designated as promotional.

12.3 Termination for Cause. A party may terminate this Agreement upon 30 days written notice of a material breach if such breach remains uncured, or if the other party becomes the subject of a petition in bankruptcy or insolvency proceeding.

12.4 Refund or Payment upon Termination. Upon termination for cause by You, We shall refund any prepaid fees covering the remainder of the term after the effective date of termination. Upon termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term.

12.5 Return of Your Data. Upon request within 30 days after the effective date of termination, We will make available Your Data for download in .csv format along with attachments in their native format. After such period, We shall delete all of Your Data in Our systems unless legally prohibited.

14.1 Export Compliance. Each party shall comply with the export laws and regulations of India and other applicable jurisdictions in providing and using the Services.

14.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.5 Severability. If any provision of this Agreement is held by a court to be contrary to law, the provision shall be modified and interpreted so as best to accomplish its original objectives to the fullest extent permitted by law.

14.6 Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due following Your breach of Section 6.2.

14.7 Assignment. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld), except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

14.8 Entire Agreement. This Agreement, including all exhibits, addenda and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations concerning its subject matter. No modification, amendment, or waiver of any provision shall be effective unless in writing and signed or accepted electronically by the party against whom it is to be asserted.