Master Services Agreement (MSA)

1. Scope & Applicability

This MSA applies to all services provided by APPHOX Technologies Private Limited ("APPHOX", "we", "our") to the customer entity identified in the applicable Order Form or SOW ("Customer", "you"). Specific commercial terms, modules subscribed, project timelines and deliverables are detailed in corresponding Order Forms and/or Statements of Work, which incorporate this MSA by reference.

2. Services

APPHOX may provide one or more of the following:

• Subscription access to APPHOX cloud products (e.g., Prime360, Cortex360 HRMS, Equidae360, AgroNova360, Poultrix360, and other modules).
• Implementation, configuration, migration, and custom development services as described in a Statement of Work.
• Support, training, monitoring, and managed services as described in our Service Level Agreement (SLA).

APPHOX will deliver services with reasonable skill and care in accordance with industry standards and agreed documentation.

3. Customer Responsibilities

Customer agrees to:

• Provide accurate information, timely approvals, and necessary access (systems, data, personnel) required for project execution.
• Maintain the confidentiality of login credentials and ensure only authorized users access the services.
• Use the services in compliance with applicable laws, including data protection and export control regulations.
• Ensure its own infrastructure, connectivity and third-party systems are maintained and supported.

4. Term & Termination

The term of this MSA begins on the Effective Date specified in the first Order Form or SOW and continues until terminated as permitted herein. Each Order Form/SOW has its own subscription or project term. Either party may terminate this MSA and/or an Order Form:

• For material breach by the other party, not cured within thirty (30) days of written notice.
• Immediately if the other party becomes insolvent, enters liquidation, or ceases business.

Upon termination, Customer's access to the services may be disabled, except for limited access for data export as outlined in the applicable Order Form or Data Processing Addendum (DPA).

5. Fees, Billing & Invoicing

Fees are specified in the relevant Order Form or SOW and are typically billed either in advance (subscriptions, retainers) or based on milestones/usage (projects, overages). Payment terms, taxes, and late fee handling are further detailed in the Billing & Payments Policy.

6. Data Protection & Privacy

APPHOX processes Customer Data strictly for providing the subscribed services. Data protection obligations, sub-processing, and cross-border transfers are further described in our Privacy Policy and, where applicable, in the Data Processing Addendum (DPA).

7. Intellectual Property

APPHOX retains all intellectual property rights in its software, platforms, documentation, templates, and proprietary methodologies (including updates, enhancements, and derivative works). Customer receives only a limited, non-exclusive, non-transferable license to use the services, strictly as outlined in the Order Form and this MSA.

Custom configurations or deliverables created specifically for Customer may be licensed or assigned as agreed in the applicable SOW.

8. Confidentiality

Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information (and not less than reasonable care). Confidential information may only be used for purposes of this MSA. Limited disclosures are permitted to employees, contractors and advisors who have a need to know and are bound by similar obligations.

9. Warranties & Disclaimers

APPHOX will use commercially reasonable efforts to ensure that the services perform materially in accordance with the applicable documentation. Except as expressly stated, the services are provided "as is" and APPHOX disclaims all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, punitive or special damages (including loss of profits, data, or business interruption), even if advised of the possibility of such damages.

APPHOX's aggregate liability arising out of or related to this MSA will not exceed the total fees paid (or payable) by Customer to APPHOX for the services giving rise to the claim in the twelve (12) months preceding the event.

11. Indemnification

APPHOX will defend Customer against third-party claims alleging that the services, as provided by APPHOX, infringe any valid intellectual property right, and will pay any damages awarded against Customer in a final judgment or agreed in a settlement. This obligation is subject to Customer promptly notifying APPHOX of the claim and providing reasonable cooperation.

12. Governing Law & Dispute Resolution

This MSA is governed by the laws of India, without regard to its conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts in Bengaluru, Karnataka, India, unless otherwise specified in the applicable Order Form.

13. Order of Precedence

In the event of conflict, the following order of precedence applies: (1) Order Form or SOW, (2) this MSA, (3) specific policies referenced (e.g., SLA, DPA, Billing & Payments Policy, Refund Policy), and (4) online documentation.

14. Contact

For contractual questions regarding this MSA, write to legal@apphoxtech.com or your dedicated APPHOX account representative.