Master Service Agreement

1. Parties

This MSA is between Fistreet Systems Pvt. Ltd. ("CXSuite", "we", "us"), the developer, owner and operator of the CXSuite platform, and the enterprise or organisation identified in the applicable Order Form, trial agreement, or account registration ("Customer", "you").

2. Definitions

• "Services" means the CXSuite platform, associated implementation services, support, and any related deliverables described in an Order Form.
• "Order Form" means a document (digital or signed) that specifies the subscription plan, modules, term, and fees for a Customer.
• "Customer Data" means data, records, and content that Customer or its users submit to the Services.
• "Authorized Users" means Customer's employees, contractors, and agents authorised to access the Services.

3. CXSuite Services

Subject to this MSA and any applicable Order Form, CXSuite grants Customer a non-exclusive, non-transferable right to access and use the CXSuite platform for Customer's internal business operations during the subscription term. The specific modules and functionality made available depend on the plan selected in the Order Form.

4. Subscription and Access

Access to the Services is provided on a subscription basis for the term stated in the Order Form. Trial or evaluation access may be provided at CXSuite's discretion, is time-limited, and may be modified or withdrawn with reasonable notice. Access credentials are issued to named Authorized Users and may not be shared beyond the number of licensed seats without an updated Order Form.

5. Customer Responsibilities

Customer is responsible for: (a) the accuracy of Customer Data submitted to the platform; (b) obtaining any consents required to lawfully process personal data of its own employees, customers, or vendors within the platform; (c) maintaining the confidentiality of Authorized User credentials; and (d) using the Services in compliance with applicable law and this MSA.

6. Implementation Services

Where implementation, configuration, data migration, or training services are agreed, the scope, timeline, and deliverables will be set out in a separate statement of work or the Order Form. Timelines are estimates and depend on Customer's timely provision of information, data, and personnel access required to complete the work.

7. Support

CXSuite provides support for the Services as described in the applicable Order Form or support policy communicated to Customer. Unless a specific response-time or resolution-time commitment is documented in a signed Order Form, no formal service-level commitment is made, and support is provided on a reasonable-efforts basis during our normal business hours (India Standard Time).

8. Fees and Payment

Fees are as stated in the Order Form. Unless otherwise agreed, fees are payable in advance for the applicable billing period and are non-refundable except as required by law or as expressly stated in the Order Form. Late payments may result in suspension of access after written notice.

9. Taxes

Fees stated in an Order Form are exclusive of applicable taxes (including GST) unless stated otherwise. Customer is responsible for all applicable taxes other than taxes on CXSuite's net income.

10. Intellectual Property

Fistreet Systems Pvt. Ltd. and its licensors retain all right, title, and interest in and to the CXSuite platform, including all software, documentation, designs, workflows, and improvements, whether or not developed in connection with Customer's implementation. No rights are granted to Customer except the limited right to use the Services as set out in this MSA. Customer Data remains the property of Customer.

11. Customer Data

Customer retains all rights to Customer Data. CXSuite will use Customer Data solely to provide, maintain, and support the Services, and as described in our Privacy Policy. On termination, Customer may request an export of Customer Data within the period specified in Section 14.

12. Confidentiality

Each party agrees to protect the other party's confidential information disclosed under this MSA with at least the same degree of care it uses for its own confidential information of similar nature, and not to disclose it to third parties except as needed to perform this MSA, comply with law, or as otherwise permitted by the disclosing party in writing.

13. Security

CXSuite maintains reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as described in our Privacy Policy and, where applicable, our Disclosure page. Except where a specific certification is expressly confirmed in writing by CXSuite, no industry certification (such as ISO or SOC) should be assumed.

14. Third-Party Services

The Services may integrate with, or be deployed alongside, third-party software, hardware, or platforms (for example, hosting infrastructure, email delivery, or client-side hardware integrations). Such third-party services are governed by their own terms, and CXSuite is not responsible for their availability or performance except to the extent we have expressly agreed to be.

15. Acceptable Use

Customer will not, and will ensure Authorized Users do not: reverse engineer the platform; use it to build a competing product; attempt to bypass security controls; use it for unlawful purposes; or exceed the usage limits stated in the Order Form without an updated agreement.

16. Service Availability

CXSuite will use commercially reasonable efforts to make the Services available, subject to scheduled maintenance (which we will endeavour to communicate in advance) and factors outside our reasonable control. Unless a specific uptime commitment is documented in a signed Order Form, no uptime percentage is guaranteed.

17. Suspension

CXSuite may suspend Customer's or an Authorized User's access where reasonably necessary to: prevent harm to the Services or other customers; address a security risk; comply with law; or respond to material non-payment or breach, following notice where practicable.

18. Term and Termination

This MSA remains in effect for as long as an Order Form referencing it is active. Either party may terminate an Order Form for the other party's uncured material breach, with written notice and a reasonable cure period (not less than 15 days) where the breach is capable of cure. Either party may terminate for convenience as set out in the applicable Order Form.

19. Consequences of Termination

On termination or expiry: (a) Customer's access to the Services will end; (b) Customer may request an export of Customer Data within 30 days of termination, after which CXSuite may delete Customer Data in accordance with its data retention practices; and (c) fees paid are non-refundable except as required by law or expressly agreed.

20. Warranty and Disclaimer

CXSuite warrants that the Services will perform materially in accordance with their documented functionality. Except as expressly stated in this MSA, the Services are provided "as is" and CXSuite disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

21. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages. Each party's total aggregate liability arising out of this MSA will not exceed the fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim, except for liability arising from a party's confidentiality breach, gross negligence, or wilful misconduct, or amounts that cannot be limited under applicable law.

22. Indemnification

CXSuite will defend Customer against a third-party claim that the Services, as provided by CXSuite and used in accordance with this MSA, infringe that third party's intellectual property rights, and will indemnify Customer for damages finally awarded, subject to prompt notice and CXSuite's control of the defence. Customer will indemnify CXSuite against claims arising from Customer Data or Customer's unlawful use of the Services, on the same basis.

23. Force Majeure

Neither party is liable for delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, internet or power outages, government action, or labour disputes.

24. Governing Law and Dispute Resolution

This MSA is governed by the laws of India. The parties will first attempt to resolve any dispute through good-faith negotiation. Failing resolution, disputes will be subject to the exclusive jurisdiction of the courts having jurisdiction over Jodhpur, Rajasthan, unless the applicable Order Form specifies a different forum.

25. Notices

Notices under this MSA must be in writing and sent to the addresses specified in the Order Form, or to info@fistreet.in for CXSuite, and are deemed received when delivered by email with confirmation of receipt or by courier/registered post.

26. Amendments

CXSuite may update this MSA from time to time for legal, regulatory, or platform reasons, and will provide reasonable notice of material changes. Continued use of the Services after the effective date of an update constitutes acceptance, except where a signed Order Form expressly fixes the version of this MSA that applies.

27. Entire Agreement

This MSA, together with any Order Form(s), statements of work, and our Privacy Policy, constitutes the entire agreement between the parties regarding the Services and supersedes prior discussions on the same subject, unless expressly stated otherwise in a signed document.