Enterprise Master Service Agreement

This Master Service Agreement ("MSA") is entered into between Upplio AI ("Company") and the customer identified in the applicable Order Form ("Customer"). Specific services are ordered under one or more Order Forms referencing this MSA. In case of conflict, the Order Form controls for that engagement.

1. Services

Upplio AI will provide the Service and related professional services described in the applicable Order Form.

2. Service Level Agreement

Upplio AI will use commercially reasonable efforts to maintain 99.5% monthly uptime for the production Service, excluding scheduled maintenance and force-majeure events. If uptime falls below 99.0% in a calendar month, the Customer's sole remedy is a service credit equal to five percent (5%) of that month's fees per full percentage point below 99.0%, capped at twenty percent (20%) of monthly fees. Credits must be requested in writing within thirty (30) days.

3. Fees, Invoicing and Taxes

Fees are stated in the Order Form and exclude applicable taxes. Invoices are payable within thirty (30) days. Late amounts accrue interest at 1.5% per month or the maximum permitted by law.

4. Confidentiality

The mutual confidentiality obligations set out in the Mutual NDA apply and are incorporated herein.

5. Data Protection

The parties will comply with the Data Processing Agreement, which forms an integral part of this MSA.

6. Intellectual Property

The Company retains all rights in the Service and Company IP. The Customer retains all rights in Customer Data and grants a limited licence solely to provide the Services.

7. Warranties

Each party warrants authority to contract. Upplio AI warrants that the Service will substantially conform to its documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND ALL OTHER WARRANTIES ARE DISCLAIMED.

8. Indemnification

Upplio AI will defend and indemnify the Customer against third-party claims that the Service, when used as permitted, infringes intellectual-property rights. The Customer will defend and indemnify Upplio AI against claims arising from Customer Data or misuse of the Service.

9. Limitation of Liability

EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUES. The foregoing does not limit liability for breach of confidentiality, IP indemnity, fees owed, or liability that cannot be limited by law.

10. Term and Termination

The MSA continues until all Order Forms expire or are terminated. Either party may terminate for material breach uncured for thirty (30) days. On termination, outstanding fees become due and Customer Data is deleted or returned per the DPA.

11. Governing Law and Disputes

Governed by the laws of India. Disputes are subject to arbitration seated in Bengaluru under the Arbitration and Conciliation Act, 1996, by a sole arbitrator, in English. Courts in Bengaluru have exclusive jurisdiction.

To sign an MSA for an enterprise engagement, email customerservice@upplioai.com.

Amendments

Upplio AI may amend this document from time to time. Material changes will be notified by email or in-app notice at least fourteen (14) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the amended terms.

Version

Version: 1.0

Effective: 13 July 2026

Owner: Neetu Yadav, Proprietor, Upplio AI

Contact: customerservice@upplioai.com