Master Services Agreement

“Agreement” means this Master Services Agreement, together with each applicable Order Form and the Data Processing Addendum, if and where applicable.

“Authorized User” means an individual whom Customer authorizes to use the Services under its account.

“Customer” means the person or legal entity identified as the customer in an applicable Order Form.

“Customer Data” means data, content, materials, or information that Customer or its Authorized Users submit to, upload to, store in, transmit through, or otherwise make available to the Services, excluding aggregated or de-identified information that does not identify Customer or any individual.

“Data Processing Addendum” or “DPA” means Marcenta’s data processing addendum, where applicable, which is incorporated into this Agreement by reference or through the applicable Order Form.

“Order Form” means an ordering document, proposal, or other written agreement entered into between Marcenta and Customer that identifies the Services being purchased and any applicable fees, subscription term, usage limits, or other commercial terms.

“Services” means Marcenta’s cloud-based software platform and related services described in an applicable Order Form.

“Documentation” means the then-current user guides, product descriptions, and other usage documentation that Marcenta makes generally available for the Services.

“AI Credits” means units used by Marcenta to measure consumption of AI-enabled features, as described in the applicable Order Form or Documentation.

Subject to this Agreement and Customer’s payment of applicable fees, Marcenta grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term for its Authorized Users to access and use the Services solely for Customer’s internal business purposes.

Customer is responsible for its Authorized Users and for maintaining the confidentiality of account credentials. Customer will promptly notify Marcenta of any known unauthorized access to its account.

Customer will not, and will not permit any third party to: (a) sell, resell, license, sublicense, rent or make the Services available to an unauthorized third party; (b) reverse engineer, decompile or attempt to discover source code except to the limited extent such restriction is prohibited by law; (c) interfere with, disrupt or circumvent security, access controls or usage limits of the Services; (d) use the Services in violation of applicable law or third-party rights; or (e) use the Services to transmit malicious code or unlawful content.

Marcenta may improve, modify or replace features from time to time. Marcenta will use reasonable efforts not to materially reduce the core functionality of a paid Service during its then-current subscription term, except where a change is reasonably required for security, legal compliance, technical reasons or changes to a third-party service or platform.

Marcenta will use commercially reasonable efforts to maintain availability of the Services at or above 99.5% in each calendar month. Availability will be calculated excluding downtime resulting from scheduled or emergency maintenance, failures of third-party hosting, cloud, telecommunications, API or integration providers, Customer systems or actions, force majeure events, or other circumstances beyond Marcenta’s reasonable control.

Marcenta will use reasonable efforts to provide advance notice of scheduled maintenance where practicable. Any service credits, termination rights, or other remedies relating specifically to availability will apply only if expressly set out in the applicable Order Form.

Customer is responsible for: (a) the accuracy, quality, legality and integrity of Customer Data and the means by which Customer acquired Customer Data; (b) having all rights, notices, permissions, consents and lawful bases required for Marcenta to process Customer Data and provide the Services; (c) Customer’s configuration and use of the Services; and (d) complying with laws applicable to Customer’s business and use of the Services.

Customer will not submit data that the Services are not designed to handle, including protected health information, payment-card data, government identification numbers, biometric or genetic data, personal data of known children, or other highly sensitive data, unless Marcenta expressly agrees in writing.

Customer is responsible for reviewing outputs, reports, recommendations and automated actions before relying on them where reasonable in the circumstances. The Services assist Customer’s operations but do not replace Customer’s business judgment or legal, financial or other professional advice.

The Services may interoperate with third-party products, platforms, APIs, data sources or services selected or authorized by Customer. Customer’s use of those third-party services is governed by Customer’s separate relationship with the applicable provider.

Marcenta is not responsible for the availability, performance, security, terms, data practices or changes made by third-party providers. A third-party provider may change, limit or discontinue an API or integration, which may affect the Services.

Customer authorizes Marcenta to exchange Customer Data with third-party services as reasonably necessary to provide integrations enabled or requested by Customer.

Where Customer enables features that allow the Services to make changes within connected third-party platforms, Customer authorizes Marcenta to make those changes in accordance with Customer’s settings, instructions and permissions. Customer remains responsible for configuring those permissions appropriately and for reviewing the resulting changes where appropriate.

The Services may include artificial-intelligence or machine-learning features. Outputs generated by such features may be incomplete, inaccurate or unsuitable for a particular purpose, and Customer is responsible for evaluating outputs before relying on them or utilizing them in any way.

Marcenta may use third-party AI service providers to provide AI-enabled features. Processing of Customer Personal Data by such providers is addressed in the DPA where applicable.

Marcenta will not use Customer Personal Data to train generalized AI models unless Customer expressly agrees otherwise in writing.

Customer will pay the fees set out in the applicable Order Form. Fees may include subscription fees and other charges agreed between the parties. The timing and frequency of invoicing will be as specified in the applicable Order Form. Except as expressly provided in this Agreement or the applicable Order Form, fees paid are non-refundable.

Invoices are due within the payment period stated in the Order Form. Customer will notify Marcenta promptly of any good-faith billing dispute and will pay undisputed amounts when due.

Fees stated in an Order Form are exclusive of applicable taxes, duties, levies and similar governmental charges. Marcenta may charge and Customer will pay any such amounts that Marcenta is required by law to collect in connection with the Services. Marcenta will be responsible for taxes imposed on its own income, property or employees. Where Customer is required by law to deduct or withhold any tax from a payment to Marcenta, Customer will provide Marcenta with appropriate documentation evidencing such deduction or withholding.

If an undisputed amount remains overdue after Marcenta gives reasonable written notice, Marcenta may suspend the affected Services until payment is made. Marcenta will use reasonable efforts to avoid suspension while the parties are actively resolving a good-faith billing dispute.

Marcenta and its licensors retain all right, title and interest in and to the Services, Documentation, software, technology, models, workflows, designs and other materials provided by Marcenta, including improvements and derivative works. No rights are granted except those expressly stated in this Agreement.

Customer retains all right, title and interest in Customer Data. Customer grants Marcenta a limited right to host, copy, transmit, process and otherwise use Customer Data only as reasonably necessary to provide, secure, support and improve the Services, comply with law, and as otherwise permitted by this Agreement and the DPA.

Marcenta may use aggregated or de-identified information that does not identify Customer or an individual to operate, analyze and improve the Services.

If Customer provides suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Services, Marcenta may use and incorporate that feedback without restriction or obligation to Customer. Marcenta will not publicly identify Customer as the source of such feedback without Customer’s permission.

Customer grants Marcenta a non-exclusive, royalty-free license to use Customer’s name and logo on Marcenta’s website and marketing materials solely to identify Customer as a user of the Services. Any further public press releases or joint case studies will be subject to mutual written approval.

Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally, in writing or otherwise, that is designated as confidential or reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Confidential Information includes Customer Data. Marcenta Confidential Information includes the Services, non-public Documentation, pricing, technology, product plans, designs and business information.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party without confidentiality restriction before disclosure; (c) is lawfully received from a third party without breach of a confidentiality obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party will use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement and will protect it using at least reasonable care. The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisers and service providers who need to know it and are subject to confidentiality obligations.

If disclosure of Confidential Information is required by law, regulation or legal process, the Receiving Party may disclose the required information and, where legally permitted, will give reasonable prior notice to the Disclosing Party.

Where Marcenta processes personal data on Customer’s behalf in connection with the Services, the Data Processing Addendum applies and is incorporated into this Agreement. If there is a conflict between this Agreement and the DPA concerning the processing of personal data, the DPA will control.

Marcenta will maintain appropriate administrative, technical and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration or disclosure, taking into account the nature of the Services and Customer Data.

Customer remains responsible for determining whether the Services are appropriate for Customer’s intended use and for complying with laws and regulatory requirements applicable to Customer’s use of the Services.

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

Marcenta warrants that it will provide the Services with reasonable care and skill. Customer’s exclusive remedy for a material breach of this warranty is for Marcenta to use commercially reasonable efforts to correct the affected Service and, if Marcenta cannot do so within a reasonable period, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the unused portion of the terminated Service.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARCENTA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RESULTS OR UNINTERRUPTED AVAILABILITY.

Marcenta does not warrant that the Services, reports, integrations, recommendations, AI outputs or third-party data will be error-free, complete or produce any particular business, marketing, advertising, revenue or other outcome.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MARCENTA UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

NOTWITHSTANDING SECTION 11.2, MARCENTA’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO SECTION 14 (INDEMNIFICATION) WILL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MARCENTA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

The parties acknowledge that the limitations in this Section are an essential part of the commercial allocation of risk under this Agreement.

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

Each subscription term is stated in the applicable Order Form. A subscription renews only if the applicable Order Form expressly provides for renewal or the parties otherwise agree in writing.

Either party may terminate an affected Order Form or this Agreement for material breach if the breach is not cured within thirty (30) days after written notice. If the breach is not reasonably capable of cure, termination may be effective upon written notice.

Either party may terminate this Agreement if the other party becomes subject to insolvency, liquidation or a similar proceeding that is not dismissed within a reasonable period, to the extent permitted by law.

Marcenta may suspend access immediately where reasonably necessary to prevent or address a security risk, unlawful use, material harm to the Services or third parties, or where required by law. Where practicable, Marcenta will give Customer notice and restore access when the issue is resolved.

If Customer terminates for Marcenta’s uncured material breach, Marcenta will refund prepaid fees for the unused portion of the terminated Service. If Marcenta terminates for Customer’s uncured material breach, fees already paid are non-refundable and Customer remains responsible for amounts accrued through the termination date.

On termination or expiry, Customer’s right to use the affected Services ends. Sections that by their nature should survive, including payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability and general terms, will survive.

Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign it without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of substantially all of its assets, provided the assignee agrees in writing to assume the assigning Party’s obligations.

Neither Party is liable for a delay or failure to perform caused by events beyond its reasonable control, excluding payment obligations. Notices must be in writing and delivered by email to the contacts in the applicable Order Form, or by another method the Parties agree in writing.

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, franchise or employment relationship.

Legal notices under this Agreement must be in writing and may be sent by email to the legal or business contacts identified in the applicable Order Form. Notices are effective when received.

Order of Precedence. This Agreement, the applicable Order Forms, and the DPA constitute the entire agreement between the parties regarding the Services and supersede prior proposals, discussions, and agreements on that subject. In the event of conflict: (a) the DPA controls for personal-data processing matters; (b) the applicable Order Form controls with respect to the specific Services, commercial terms, and any expressly stated modifications or exceptions applicable to that Order Form; and (c) this Agreement controls otherwise. Customer purchase-order terms do not modify this Agreement unless Marcenta expressly agrees in writing.

Any amendment must be in writing and agreed by authorized representatives of both parties. A waiver is effective only for the specific instance for which it is given.

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

This Agreement does not create rights for any third party except where applicable law requires otherwise.

This Agreement is governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, will be submitted to and finally resolved by arbitration administered by the Mumbai Centre for International Arbitration (“MCIA”) in accordance with the MCIA Arbitration Rules in force at the time of submission. The seat of arbitration will be Bengaluru, India, and hearings may be conducted virtually. The language of the arbitration will be English.

This Agreement and Order Forms may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.

Marcenta will defend Customer, its affiliates, officers, directors, and employees against any third-party claim, suit, or proceeding alleging that Customer’s authorized access to or use of the Services in accordance with this Agreement directly infringes or misappropriates any third-party patent, copyright, trademark, or trade secret (an “Infringement Claim”). Marcenta will pay all damages, costs, and reasonable legal fees finally awarded against Customer by a court of competent jurisdiction, or agreed to in a settlement negotiated and approved by Marcenta.

Marcenta will have no obligation or liability under Section 14.1 to the extent an Infringement Claim arises from: (a) modification of the Services by anyone other than Marcenta; (b) combination, operation, or use of the Services with non-Marcenta software, data, hardware, or third-party platforms not provided or approved by Marcenta; (c) Customer’s continued use of the infringing Service after receiving notice to cease such use or after Marcenta provides a non-infringing update; or (d) Customer’s breach of this Agreement or use of the Services outside the scope of the license granted herein.

If the Services become, or in Marcenta’s reasonable opinion are likely to become, the subject of an Infringement Claim, Marcenta may, at its option and expense: (a) procure for Customer the right to continue using the affected Service; (b) modify or replace the Service so that it becomes non-infringing without material reduction in core functionality; or (c) if options (a) and (b) are not commercially practicable, terminate the affected Order Form upon written notice and refund Customer any prepaid, unused fees calculated pro-rata for the remaining subscription term.

Customer will: (a) give Marcenta prompt written notice of any Infringement Claim; (b) grant Marcenta sole control over the defense and settlement of the claim (provided Marcenta will not settle any claim that requires an admission of liability or monetary contribution by Customer without Customer’s prior written consent); and (c) provide Marcenta with reasonable assistance at Marcenta’s expense. THIS SECTION 14 STATES MARCENTA’S SOLE RESPONSIBILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIMS.