Master Service Agreement

This Master Service Agreement ("Agreement" or "Terms") is a legal contract between you or the entity you represent ("Customer", "you", or "your") and MACOJAL ("Company", "we", "us", or "our").

By executing an Order Form that references this Agreement, or by accessing or utilizing our proprietary platform, APIs, FUSE framework, or Farm AI dashboards (collectively, the "Services"), you agree to be bound unconditionally by these Terms. If you do not agree to these terms, you must not access or utilize the Services.

2.1 Provision of Services: Subject to Customer’s continuous compliance with this Agreement and payment of applicable fees, Macojal grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for Customer’s internal enterprise business operations.

2.2 Restrictions: Customer shall not: (a) reverse-engineer, decompile, or disassemble the Services or underlying proprietary infrastructure; (b) distribute, lease, sell, or provide access to the Services to any unauthorized third party; (c) bypass or breach any security or rate-limiting firewalls utilized by Macojal; or (d) use the Services for the purpose of constructing a competitive product.

2.3 Custom Service Level Agreements (SLAs): Specific uptime guarantees, response times, and L3 support escalation paths will be strictly defined in the individualized Statement of Work (SOW) attached to your enterprise Order Form.

3.1 Ownership of Customer Data: Customer retains all right, title, and interest in and to all data, text, telemetry, information, and files submitted to the Services ("Customer Data"). Macojal claims no ownership or intellectual property rights over Customer Data.

3.2 Data Processing: Macojal shall process Customer Data strictly in accordance with its internal security frameworks, the attached Data Processing Agreement (DPA), and our standard Privacy Policy.

3.3 Customer Responsibilities: Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired. Customer acknowledges that they are responsible for securing authentication credentials and managing IAM (Identity and Access Management) privileges within their assigned tenants.

4.1 Fees: Customer will pay all fees specified in executed Order Forms or SOWs. Except as otherwise specified herein, (i) fees are quoted and payable in United States Dollars (USD), (ii) fees are based on services purchased and resource allocations, not actual usage, and (iii) payment obligations are non-cancelable and fees paid are non-refundable.

4.2 Invoicing and Taxes: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. Customer is responsible for payment of all such taxes. Invoices are payable net thirty (30) days from the invoice date, unless otherwise mandated by an enterprise agreement.

4.3 Suspension of Service: If any charge owing by Customer is thirty (30) days or more overdue, Macojal may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations and suspend Services until such amounts are paid in full.

5.1 Reservation of Rights: Macojal (and its licensors, where applicable) retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Services, underlying microservices, underlying machine learning algorithms, the FUSE framework, and any aggregated or anonymized telemetry data derived from the operation of the Services.

5.2 Feedback: If Customer provides Macojal with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services, Customer hereby assigns to Macojal all rights to implement and commercialize such Feedback without obligation or compensation.

6.1 Warranties Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, MACOJAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. THE SERVICES ARE DELIVERED "AS IS." WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2 Exclusion of Consequential Damages: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED.

6.3 Liability Cap: EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO MACOJAL UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

7.1 Term of Agreement: This Agreement commences on the date Customer first accepts it and continues until all Order Forms hereunder have expired or have been terminated.

7.2 Termination for Cause: A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.

7.3 Effect of Termination: Upon termination or expiration of this Agreement, Customer’s right to access the Services shall immediately cease. Upon written request within 30 days of termination, Macojal will securely destroy or return all Customer Data in its possession.

8.1 Governing Law: This Agreement shall be governed by the laws of India, without regard to its conflict of law principles. Exclusive jurisdiction and venue for actions related to this Agreement will be the courts located in Hyderabad, Telangana.

8.2 Entire Agreement: This Agreement, including any exhibits and mutually executed Order Forms, constitutes the entire agreement between both parties and supersedes all prior contemporaneous agreements, proposals, or representations.