Master Service Agreement-India

VRKS Data Solutions Private Limited

Operating Brand: Raysoft.AI

This Master Service Agreement (“Agreement”) governs the provision and use of artificial intelligence automation platforms operated by VRKS Data Solutions Private Limited, doing business as Raysoft.AI.

1. Definitions

•“Company” means VRKS Data Solutions Private Limited operating under the brand name Raysoft.AI.
•“Client” refers to the individual, organization, or business subscribing to the Services.
•“Platform” means the artificial intelligence software systems, applications, dashboards, APIs, and associated technologies operated by the Company.
•“Services” refers to AI-powered automation solutions including appointment scheduling systems, AI receptionists, messaging automation, analytics, reporting, and related functionality.
•“Client Data” refers to data uploaded, transmitted, or generated by the Client through use of the Platform.

2. Services

The Company provides artificial intelligence driven automation software designed to assist businesses in managing customer interactions, appointment scheduling, messaging communication, and analytics. The Services may include conversational AI agents, automated booking systems, integrations with messaging platforms, reporting dashboards, and other related tools. The Company may enhance, modify, or improve the Services periodically.

3. Subscription Terms

Access to the Platform is provided on a subscription basis as defined in the applicable Service Order Form. The subscription period may be monthly, annual, or otherwise defined in the Service Order Form. The Client agrees to pay all applicable subscription fees during the subscription term.

4. Software License

Subject to compliance with this Agreement, the Company grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for internal business operations. The Client shall not sublicense, distribute, lease, or resell access to the Platform without written permission.

5. Intellectual Property Rights

All intellectual property rights in the Platform, including software code, system architecture, algorithms, conversational frameworks, automation logic, prompts, and documentation remain the exclusive property of the Company. Nothing in this Agreement transfers ownership of the Platform to the Client.

6. AI Prompt Engineering Protection

The conversational prompts, system orchestration logic, automation workflows, and AI interaction frameworks used within the Platform constitute proprietary trade secrets of the Company. The Client agrees not to copy, reproduce, reverse engineer, or attempt to derive these proprietary systems.

7. Confidentiality

Each Party agrees to maintain the confidentiality of any proprietary or confidential information received from the other Party. Confidential information includes technical data, business plans, product designs, pricing structures, and client data. The confidentiality obligations shall remain in effect for five (5) years following termination of the Agreement.

8. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, or consequential damages including loss of profits, loss of revenue, loss of data, or business interruption. The total liability of the Company under this Agreement shall not exceed the total fees paid by the Client during the preceding twelve (12) months.

9. Indemnification

The Client agrees to indemnify and hold harmless the Company from any claims, damages, or legal expenses arising from:

• misuse of the Platform
• Client-provided content
• violation of applicable laws
• violation of third-party rights.

10. Acceptable Use

The Client agrees to use the Platform only for lawful business purposes.

The Client shall not use the Platform to:

• misuse of the Platform
• Client-provided content
• violation of applicable laws
• violation of third-party rights.

11. Payment Terms

The Client agrees to pay all subscription fees according to the Service Order Form. Payments must be made using the approved payment methods specified by the Company. Failure to pay fees may result in suspension of Services.

12. Audit Rights

The Company reserves the right to review and audit Platform usage to ensure compliance with this Agreement.

13. Non-Solicitation

The Client shall not directly hire or solicit employees, contractors, or consultants of the Company during the term of this Agreement and for 12 months following termination.

14. Non-Competition

The Client agrees not to use the Platform to develop competing AI automation platforms or software systems.

15. Service Availability

The Company will make commercially reasonable efforts to maintain platform availability but does not guarantee uninterrupted service.

16. Data Processing, Privacy, and Aggregated Data Usage

The Company shall process Client Data solely for the purposes of providing, maintaining, and improving the Services provided under this Agreement. The Company shall implement commercially reasonable administrative, technical, and organizational measures designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Client Data may be stored and processed on cloud infrastructure operated by the Company or its authorized service providers.

The Client acknowledges and agrees that the Company may use aggregated, anonymized, or de- identified data derived from platform usage for purposes including but not limited to:

• improving artificial intelligence models and platform performance
• developing new product features and services
• generating statistical insights and benchmarking reports
• conducting research and analytics
• supporting partnerships with data analytics providers or industry research organizations.

Such aggregated or anonymized data shall not contain personally identifiable information and shall not reasonably identify the Client or its customers. The Company shall not sell or disclose identifiable Client Data or personal information to third-party data brokers without the Client’s consent unless required by law. The Client represents that it has obtained any necessary consents from its customers for the collection and processing of personal data through the Platform. The Company may retain anonymized usage data even after termination of the Agreement for purposes of system improvement and analytics.

17. Messaging Platform Compliance

Clients using messaging integrations such as WhatsApp must comply with Meta Business Messaging Policies and applicable telecommunications laws.

18. AI Training Data Protection

The Company may use anonymized and aggregated data derived from platform usage to improve system performance and AI models.

19. AI Model Output Ownership

Outputs generated by the Platform for operational purposes belong to the Client. However, the AI models, algorithms, and system architecture remain the property of the Company.

20. Prompt Engineering Copyright Protection

Prompt templates, conversation flows, and AI orchestration methods are proprietary intellectual property.

21. Customer Data Portability

Upon termination, the Client may request export of operational data within 30 days.

22. AI Hallucination Disclaimer

Artificial intelligence systems may occasionally produce inaccurate responses. The Client acknowledges that such responses should be reviewed where appropriate.

23. Platform Misuse Detection

The Company may monitor system usage to detect fraudulent activity, security threats, or platform abuse.

24. Anti-Model Scraping

The Client shall not scrape, extract, or systematically collect AI outputs for the purpose of building competing models.

25. Multi-Platform Coverage

This Agreement applies to all Raysoft.AI platforms including Glamify, Tara, PulseCare, and any future services.

26. AI Platform Evolution

The Company may upgrade, modify, or enhance AI models and system features over time.

27. Messaging Platform Limitations

The Company shall not be responsible for delivery failures caused by third-party messaging providers.

28. Force Majeure

Neither Party shall be liable for delays caused by events beyond reasonable control including natural disasters, government actions, or infrastructure outages.

29. Governing Law

This Agreement shall be governed by the laws of India.

30. Order of Precedence

In case of conflict between this Agreement and the Service Order Form, this Agreement shall prevail except regarding pricing terms.

31. Entire Agreement

This Agreement constitutes the entire understanding between the Parties.

32. Termination

Either Party may terminate this Agreement upon written notice or material breach.

33. Client Responsibilities

The Client shall provide accurate information and cooperate during implementation.

34. Late Payment Interest

Invoices not paid within 15 days may incur interest up to 2% per month.

35. Arbitration Clause

Disputes shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996.Arbitration shall take place in Hyderabad, Telangana.

36. Return of Confidential Information

Upon termination, confidential materials must be returned or destroyed.

37. Scope Creep Protection

Services outside defined scope require written approval and additional fees.

38. AI Misuse Penalty

Attempts to exploit AI systems may result in suspension or termination.

39. Data Breach Notification

The Company shall notify the Client in the event of a material data breach affecting Client Data.

40. DPDP Act Compliance

The Company will process personal data in accordance with applicable Digital Personal Data Protection laws of India.

41. Client Data Ownership and AI Training Restrictions

Client data remains the property of the Client.
The Client shall not use outputs generated by the Platform to train AI models or develop competing systems.
Violation shall constitute material breach.

42. Client Success Limitation Clause

The Company does not guarantee specific commercial outcomes including bookings, leads, revenue, or customer engagement.
Business performance remains the responsibility of the Client.

43. Security and Infrastructure Disclaimer

The Platform relies on third-party cloud infrastructure and messaging providers. The Company shall not be liable for outages caused by these providers.

44. Product Modification and Feature Deprecation

The Company reserves the right to modify or discontinue platform features as necessary for security or operational improvements.

45. Platform Suspension and Fraud Protection

The Company may suspend access if it detects fraud, illegal activity, or system abuse.

46. AI Communication Disclaimer

The Client acknowledges that the Platform utilizes artificial intelligence systems to generate automated responses and communications with customers.
AI-generated responses may occasionally contain inaccuracies, incomplete information, or unintended interpretations of user input.
The Client agrees that the Company shall not be responsible for errors, misunderstandings, or incorrect responses generated by the AI system. The Client is responsible for reviewing and supervising automated communications where necessary.

47. Reputation and Messaging Liability Protection

The Client acknowledges that automated communications generated through the Platform may interact with customers in unpredictable ways due to the nature of artificial intelligence technologies.

The Company shall not be liable for claims related to:

• reputational harm
• customer dissatisfaction
• misunderstanding of automated responses
• incorrect information communicated by AI systems.

The Client agrees to assume responsibility for how the Platform is configured and deployed within its business.

48. AI Configuration Responsibility

The Client is responsible for configuring the Platform in accordance with its business policies and operational requirements.

This includes:

• setting appointment rules
• defining business hours
• reviewing AI conversation behavior
• supervising automated workflows.

The Company shall not be liable for errors resulting from incorrect configuration or misuse of the Platform by the Client.

49. Third-Party Integration Disclaimer

The Platform may integrate with third-party services including messaging platforms, scheduling systems, payment gateways, and cloud infrastructure providers.

The Company shall not be responsible for:

• service interruptions
• API failures
• Policy changes by third-party providers
• Data transmission delays caused by external systems

50. No Professional Advice

The Services provided by the Platform are intended for operational assistance only.
The Platform does not provide legal, medical, financial, or professional advice.
Any information generated by the AI system should not be interpreted as professional advice and should be independently verified when necessary.

51. Class Action Waiver

To the fullest extent permitted by applicable law, the Client agrees that any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Services shall be resolvedsolely on an individual basis.

The Client agrees that it shall not participate in, initiate, or join any class action, collective action, or representative proceeding against the Company related to the Services. Any arbitration or legal proceeding conducted under this Agreement shall be limited to the individual dispute between the Company and the Client.

The Client expressly waives any right to:

• participate in a class action lawsuit
• act as a representative of a group of claimants
• combine claims with other parties.

If a court of competent jurisdiction determines that this Class Action Waiver is unenforceable, then the relevant claim must be brought in a court located within the jurisdiction specified in this Agreement, and the remainder of this Agreement shall remain in full force and effect.

52. Data Network Effects and Cross-Platform Insights

The Client acknowledges that the effectiveness of the Platform may improve as additional businesses use services within the Raysoft.AI ecosystem, includingGlamify, Tara, PulseCare, and future Raysoft.AI platforms

The Company may use aggregated, anonymized, or de-identified data derived from platform usage across multiple clients to improve artificial intelligence models, optimize automation workflows, develop new features, and generate industry insights and analytics.

Such data shall not include personally identifiable information and shall not reasonably identify the Client or its customers.

The Client agrees that aggregated insights and analytics derived from platform usage constitute proprietary intellectual property of the Company and may be used to enhance the Services or develop new products.

53. Platform Replication and Competitive Use Restriction

The Client agrees not to use the Platform, its outputs, workflows, prompts, automation systems, or operational insights for the purpose of developing, training, or supporting any artificial intelligence system, automation software, or service that competes with the Company’s platforms, including but not limited toGlamify, Tara, PulseCare, or other Raysoft.AI products.

The Client shall not reverse engineer, replicate, or derive the underlying conversational structures, automation logic, scheduling algorithms, or system workflows of the Platform for the purpose of building or supporting a competing product or service.

This restriction shall apply during the term of this Agreement and for a period of two (2) years following termination of the Services.

Violation of this clause shall constitute a material breach of this Agreement, and the Company may immediately suspend or terminate access to the Platform and pursue any available legal remedies.

54. Messaging Usage Scope and Fair Use

The Client acknowledges that the Services may include messaging functionality through third-party platforms such as WhatsApp, SMS, or other communication channels.

Messaging usage included in the Client’s subscription shall be limited to the number of messages specified in the applicable Service Order Form or subscription plan.

If the Client exceeds the included messaging limits, additional messaging charges may apply in accordance with the pricing specified in the Service Order Form or the Company’s current pricing schedule.

The Client agrees that messaging usage must comply with applicable messaging platform policies, including Meta WhatsApp Business policies, telecommunications regulations, and anti-spam laws.

The Company reserves the right to implement reasonable usage controls, rate limits, or temporary suspension of messaging functionality if excessive, abusive, or suspicious messaging activity is detected.

Nothing in this Agreement shall be interpreted to grant the Client unlimited messaging rights unless explicitly stated in the applicable subscription plan.

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