Master Service Agreement

This Master Service Agreement (the “MSA”) is entered into between Apexor Analytics & Consulting Pvt. Ltd. (“Apexor”) and the customer identified on an Order (“Customer”). It governs Customer’s purchase and use of the Services and is intended for business customers. The SLA is set out in Schedule 1.

1Structure & order of precedence

This MSA incorporates each Order, the DPA, this SLA, and the Privacy Policy. If there is a conflict, the order of precedence is: (1) the Order; (2) this MSA; (3) the DPA (for data-protection matters, the DPA controls); (4) the SLA; (5) the Terms of Service.

2Services & term

Apexor will provide the Services stated in each Order. Each Order’s subscription term, and whether it renews automatically, is stated in that Order. Either party may choose not to renew by giving notice before the end of the then-current term.

3Fees & payment

Customer will pay the fees in each Order. Unless the Order says otherwise, invoices are due on receipt via the authorized payment method, fees are non-refundable (see the Refund Policy), and fees are exclusive of taxes. Apexor may suspend the Services for amounts overdue after notice.

4Customer responsibilities

Customer is responsible for its users, its Customer Data, obtaining the consents needed to contact the people in it, and complying with the communications-compliance obligations in the Terms (TCPA, CAN-SPAM, calling hours, opt-outs). Customer will not use the Services unlawfully.

5Confidentiality

Each party will protect the other’s non-public information disclosed under this MSA, use it only to perform under this MSA, and protect it with at least reasonable care. This does not apply to information that is public, independently developed, or rightfully obtained from a third party, or to disclosures required by law.

6Data protection

Apexor’s processing of personal information in Customer Data is governed by the DPA, which is incorporated into this MSA.

7IP & license

Apexor retains all rights in the Platform and grants Customer a non-exclusive, non-transferable right to use the Services during the term for Customer’s internal business. Customer retains all rights in Customer Data.

8Warranties & disclaimer

Each party warrants it has the authority to enter into this MSA. Apexor warrants it will provide the Services in a professional manner. Except as expressly stated, the Services are provided “as is,” and Apexor disclaims all other warranties, as described in the Terms. AI outputs are not guaranteed to be accurate. Apexor is not responsible for loss, corruption, or deletion of Customer Data; Customer is responsible for keeping its own backups and exporting its data regularly.

9Limitation of liability

Except for Customer’s payment obligations, a party’s breach of confidentiality, or Customer’s indemnity, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or data, and each party’s total liability under this MSA will not exceed the fees paid by Customer in the 12 months before the event giving rise to the claim.

10Indemnification

Customer will defend and indemnify Apexor against third-party claims arising from Customer Data or Customer’s communications to its contacts. Apexor will defend Customer against third-party claims that the Platform, used as permitted, infringes that third party’s U.S. intellectual-property rights, and will pay resulting costs finally awarded.

11Term, termination & suspension

Either party may terminate an Order or this MSA for the other’s uncured material breach (30 days’ notice). Apexor may suspend for non-payment, a security risk, or unlawful use. On termination, Customer’s access ends, accrued fees remain payable, and the DPA governs return and deletion of Customer Data.

12Governing law & general

This MSA is governed by the laws of the State of Delaware, USA, with exclusive venue in the state and federal courts located in Delaware. This MSA, its Orders, the DPA, the SLA, and the policies it references are the entire agreement and supersede prior discussions. Neither party may assign without the other’s consent, except in a merger or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). Notices to Apexor go to consulting@apexoranalytics.com.

S1Schedule 1 — Service Level Agreement (SLA)

This SLA applies to the hosted Platform for Customers on an active, paid subscription (it does not apply to trials, beta features, or professional services).

Definitions

• Monthly Uptime Percentage — total minutes in a calendar month minus Downtime minutes, divided by total minutes, as measured by Apexor.
• Downtime — a period in which the core Platform is unavailable to Customer, excluding the exclusions below.
• Scheduled Maintenance — maintenance for which Apexor gives at least 24 hours’ notice, performed where practical during low-traffic windows.

Service commitment

Apexor will use commercially reasonable efforts to make the Platform available at a Monthly Uptime Percentage of at least 99.9%.

Exclusions

Downtime does not include unavailability caused by: Scheduled Maintenance; factors outside Apexor’s reasonable control (including third-party providers, internet or carrier failures, and force majeure); Customer’s own equipment, software, or misuse; suspension for non-payment or a policy violation; or beta/trial features.

Service credits

If Apexor misses the commitment in a calendar month, Customer’s sole and exclusive remedy is a service credit, calculated as a percentage of that month’s subscription fee:

Credits apply to a future invoice, are not redeemable for cash, and will not exceed 50% of one month’s fee for the affected month. To claim, Customer must request the credit in writing within 30 days of the end of the affected month, at consulting@apexoranalytics.com.

Support

Support is provided by email at consulting@apexoranalytics.com during business hours (U.S. business days). Apexor will use reasonable efforts to meet these first-response targets: