Master Services Agreement

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

"Documentation" means Webeeyo's published user guides and API documentation for the Services, as updated from time to time.

"Order Form" has the meaning given in Section 1.

"Users" means individuals authorized by Customer to access the Services under Customer's account, such as employees and contractors.

Capitalized terms not defined in this MSA have the meaning given in the Terms of Use, Privacy Policy, or Data Processing Agreement, as context requires.

Webeeyo will make the Services available to Customer during the term of the applicable Order Form, substantially in accordance with the Documentation. Webeeyo may modify the Services from time to time, including adding or discontinuing features, provided that no change will materially reduce the core functionality Customer has subscribed to under an active Order Form without at least 60 days' prior notice.

Webeeyo will use commercially reasonable efforts to make the Services available with uptime consistent with good industry practice for a company at our stage. Unless a specific service-level commitment is stated in an Order Form, no specific uptime percentage, service credit, or penalty is guaranteed under this MSA.

This MSA commences on the effective date of the first Order Form referencing it and continues until all Order Forms under it have expired or been terminated. Each Order Form has the term stated in it and, unless it states otherwise, renews automatically for successive periods equal to the expiring term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Customer will pay the fees set out in each Order Form. Unless the Order Form states otherwise, Webeeyo will invoice Customer in advance for the applicable term, and Customer will pay each undisputed invoice within 30 days of the invoice date ("Net 30"). Fees are exclusive of taxes; Customer is responsible for any applicable sales, VAT, GST, or withholding tax, other than taxes on Webeeyo's net income.

Amounts not disputed in good faith and not paid when due may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and Webeeyo may suspend the Services for accounts more than 15 days past due after written notice, subject to Section 14 (Term & termination).

Except as expressly stated in an Order Form or in our Refund Policy, fees are non-refundable and non-cancellable once invoiced.

Customer is responsible for its Users' compliance with this MSA, for the accuracy and legality of data it uploads to the Services, and for obtaining any consents or legal bases necessary for its outbound campaigns under applicable anti-spam and data-protection law, consistent with Section 6 (Acceptable use & anti-spam) of the Terms of Use, which applies to Customer's use of the Services under this MSA except where this MSA expressly states otherwise.

Each party may disclose Confidential Information to the other in connection with this MSA. The receiving party will use the disclosing party's Confidential Information only to perform its obligations or exercise its rights under this MSA, protect it with at least a reasonable degree of care, and disclose it only to personnel, Affiliates, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as this section. These obligations survive termination of this MSA for 3 years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law. The exceptions in Section 12 (Confidentiality) of the Terms of Use apply equally here.

As between the parties, Webeeyo and its licensors own all right, title, and interest in the Services, the Documentation, and all related intellectual property. Customer retains all right, title, and interest in its own data and content, consistent with Section 11 (Intellectual property & your content) of the Terms of Use. Webeeyo grants Customer a non-exclusive, non-transferable right to access and use the Services during the term of the applicable Order Form, solely for Customer's internal business purposes and subject to this MSA.

The Data Processing Agreement, available at /dpa, is incorporated into this MSA by reference and governs the parties' respective data-protection obligations with respect to Personal Data Processed through the Services.

Webeeyo will provide support for the Services consistent with the support tier stated in the applicable Order Form, or, if none is stated, standard email support at hello@stynar.email with a target initial response within 2 business days.

Each party represents that it has the legal power and authority to enter into this MSA. Webeeyo warrants that it will provide the Services in a manner consistent with generally accepted industry standards. Customer's sole and exclusive remedy, and Webeeyo's entire liability, for breach of this warranty is re-performance of the affected Services or, if Webeeyo cannot substantially remedy the breach within a reasonable time, termination of the affected Order Form and a pro-rata refund of prepaid, unused fees for the terminated portion of the term.

Except as expressly stated in this Section 11, the Services are provided subject to the disclaimers in Section 14 (Disclaimers) of the Terms of Use, which apply equally under this MSA.

Webeeyo will defend Customer against any third-party claim that the Services, as provided by Webeeyo and used in accordance with this MSA, infringe that third party's intellectual-property rights, and will indemnify Customer against damages finally awarded by a court of competent jurisdiction (or agreed in settlement), on the same terms as Section 16 (Indemnification) of the Terms of Use.

Customer will defend and indemnify Webeeyo against any third-party claim arising from Customer's Content, Customer's use of the Services in violation of this MSA or applicable law, or Customer's violation of a third party's rights, on the same terms as Section 16 (Indemnification) of the Terms of Use.

In each case, the indemnifying party's obligation is conditioned on prompt written notice of the claim, the indemnifying party having control of the defense and settlement, and the indemnified party's reasonable cooperation at the indemnifying party's expense.

Except for a party's indemnification obligations under Section 12, breach of Section 7 (Confidentiality), or a party's gross negligence or willful misconduct, each party's total aggregate liability arising out of or relating to this MSA will not exceed the total fees paid or payable by Customer under the applicable Order Form in the 12 months preceding the event giving rise to the claim.

Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of revenue, profits, goodwill, or data, in each case on the same basis as Section 15 (Limitation of liability) of the Terms of Use, which applies to this MSA except as this Section 13 expressly modifies it.

During the term of any Order Form and for 12 months thereafter, Webeeyo will maintain, at its own expense, commercially reasonable insurance coverage appropriate to a company of its size providing SaaS services, including commercial general liability insurance and cyber liability / technology errors-and-omissions insurance covering data breaches and network security failures, in each case with limits customary for similarly situated SaaS providers. Webeeyo will provide a certificate of insurance evidencing this coverage on Customer's reasonable written request.

This section states a contractual commitment that applies once an Order Form referencing this MSA is signed; it is not a representation that coverage is already in place before that point, and Webeeyo will confirm current coverage status on request during contract negotiation.

Either party may terminate an Order Form for the other party's material breach if the breach is not cured within 30 days of written notice describing the breach. Either party may terminate this MSA or an Order Form immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.

On termination, Customer will pay all fees accrued and unpaid as of the termination date; fees prepaid for periods after termination for Webeeyo's uncured material breach will be refunded on a pro-rata basis. Sections that by their nature should survive termination — including Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law — will survive.

During the term of an Order Form and for 12 months after its termination, neither party will directly solicit for hire any employee of the other party who was materially involved in the engagement, other than through general public job postings not targeted at the other party's personnel.

Each party represents that it has not offered or received any unlawful bribe, kickback, or other improper payment in connection with this MSA, and will comply with applicable anti-corruption laws, including India's Prevention of Corruption Act, 1988, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010, to the extent applicable to that party's operations.

Each party will comply with applicable export-control and sanctions laws in connection with this MSA, consistent with Section 17 (Export control & sanctions) of the Terms of Use.

Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, consistent with Section 18 (Force majeure) of the Terms of Use.

Assignment: neither party may assign this MSA without the other's prior written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all of its assets, on notice to the other party.

Relationship of the parties: the parties are independent contractors; this MSA does not create a partnership, joint venture, or agency relationship.

Notices: notices under this MSA must be in writing and sent to the addresses or emails specified in the applicable Order Form, or to legal@stynar.email for Webeeyo.

Publicity: Section 27 (Publicity) of the Terms of Use applies, except that any press release naming Customer requires Customer's prior written consent.

Governing law & dispute resolution: this MSA is governed by the laws of India and subject to the negotiation-then-arbitration process set out in Section 31 (Governing law & dispute resolution) of the Terms of Use, seated in Pune, Maharashtra, India, unless the applicable Order Form specifies a different venue.

Severability & waiver: if any provision of this MSA is held unenforceable, the remainder remains in effect, and no waiver of any provision is effective unless in writing and signed by the waiving party.

Counterparts: an Order Form may be executed in counterparts, including by electronic signature or online acceptance, each of which is deemed an original.

Entire agreement: this MSA, the Privacy Policy, the Data Processing Agreement, and each Order Form constitute the entire agreement between the parties for the Services covered by that Order Form, and supersede all prior proposals, negotiations, and agreements on that subject, except as expressly stated otherwise in a signed Order Form.

To request an Order Form, a countersigned MSA, or discuss enterprise terms, contact us:

• Company: Webeeyo Softwers Pvt. Ltd. (operating Stynar)

• Location: Pune, Maharashtra, India

• Legal: legal@stynar.email

• Sales: hello@stynar.email