Master Terms of Service

Last Updated: July 20, 2026

Squirrelly Technologies Private Limited • Registered office: G16/27, Ground Floor Office Cabin, DLF Phase 1, Gurugram, Haryana 122002, India

These Master Terms of Service set out the basis on which Squirrelly Technologies Private Limited and its Affiliates (together, "Flexprice", "we" or "us") make the Flexprice platform available. They apply whenever a customer ("you" or the "Customer") subscribes to, accesses, or uses the Services, whether under a signed Order Form that refers to these Terms or by using the Services directly. By doing any of those things, you agree to be bound by these Terms. The Services are provided as a standalone offering; these Terms apply to them on their own footing and are not conditioned on any other product or arrangement you may have with us.

If you are accepting these Terms for an organisation, you confirm that you are authorised to bind that organisation and its Affiliates, and "Customer" then means that organisation. If you do not have that authority, or you do not accept these Terms, you must not use the Services. Where an Order Form has been signed, it and these Terms together make up the agreement between us; if they conflict, the order of precedence in Clause 24.4 (Entire Agreement) decides which prevails.

1. DEFINITIONS

1.1 Capitalised terms used in these Terms have the meanings given below. In addition, capitalised terms used but not defined in these Terms have the meanings given to them in the applicable Order Form.

1.2 "Affiliate" means, in relation to a Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, that Person.

1.3 "Agreement" means these Terms, any Order Form, and any policy, schedule, addendum or other document expressly incorporated by reference into these Terms, including the Service Level Agreement, the Fair Usage Policy, the Privacy Policy, the Data Handling Statement, and the On-Premise Deployment Addendum.

1.4 "Applicable Law" means any statute, law, regulation, ordinance, rule, judgment, order, decree, directive, guideline, notification or other restriction imposed by a governmental or regulatory authority, in each case as amended from time to time and applicable to a party's performance under this Agreement.

1.5 "Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which commercial banks are open for general business in Gurugram, Haryana, India.

1.6 "Confidential Information" means all non-public information disclosed by a party or its Representatives that is designated as confidential or that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential, including information relating to a party's or its Affiliates' technology, customers, business plans, pricing, finances, and other business affairs, third-party information a party is obligated to keep confidential, and the nature, content, and existence of any discussions between the parties. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party, free of any confidentiality obligation, before disclosure; (c) is lawfully received from a third party entitled to disclose it without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

1.7 "Control" (including "Controlled by" and "under common Control with") means the power, direct or indirect, to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise; ownership of more than 50% (fifty percent) of the voting securities or equity interest in a Person is deemed to constitute Control.

1.8 "Customer Data" means all data, records, and content submitted, transmitted, or made available to the Services by or on behalf of the Customer or its Users for processing through the Services, including Metering Data, but excluding Customer Identification Data.

1.9 "Customer Identification Data" means the account registration, contact, billing, and administrative details of the Customer and its Users (such as names, business email addresses, and account credentials) that Flexprice holds as controller in order to establish, administer, and support the Customer's account, as further described in the Privacy Policy.

1.10 "Data Protection Law" means all Applicable Laws relating to the processing, protection, or privacy of personal data, and the terms "controller", "processor", "personal data", "data subject", "processing", and "personal-data breach" have the meanings given to them (or to their closest equivalents) under the Data Protection Law applicable to the Customer.

1.11 "Documentation" means the then-current user guides, technical documentation, and usage policies for the Services made available by Flexprice, as updated from time to time.

1.12 "Fees" means all fees payable by the Customer for the Services, as set out in the applicable Order Form, subscription plan, or billing arrangement, including subscription fees and any usage-based charges.

1.13 "Force Majeure Event" means an event beyond a party's reasonable control, as described in Clause 24.5 (Force majeure), including acts of God, pandemics, government action, power or telecommunications failures, or civil disturbance.

1.14 "Intellectual Property Rights" means all intellectual property and related rights protected under the laws of any jurisdiction, including patents, trademarks, service marks, trade names, trade dress, copyrights, database rights, domain names, trade secrets, know-how, and all registrations, applications, renewals, extensions, and goodwill associated with any of the foregoing, together with all rights to sue for and recover damages for past, present, and future infringement or misappropriation.

1.15 "Metering Data" means the events, usage records, counters, and associated metadata that the Customer transmits to, or generates through, the Services for the purpose of metering, rating, pricing, subscription management, and invoicing.

1.16 "Order Form" means an ordering document, online order, or subscription selection executed by or agreed with the Customer that references these Terms and specifies the Services, subscription plan, Fees, and any commercial terms.

1.17 "Person" means any individual, partnership, limited liability partnership, limited liability company, body corporate, association, trust, governmental authority, or other entity or organisation, whether or not a juridical person.

1.18 "Representatives" of a Person means the employees, officers, directors, auditors, and professional advisers of such Person and of its Affiliates.

1.19 "Restricted Person" means any employee, consultant, or other personnel of a party who is or was directly engaged in the provision or performance of this Agreement.

1.20 "Service Attributes" means usage data relating to the Customer's and its Users' use of the Services, such as resource identifiers, metadata tags, security and access roles, permissions, usage statistics, and analytics.

1.21 "Services" means the Flexprice usage-metering, pricing, subscription-management, and billing platform, together with all related functionality, interfaces, APIs, and features made available to the Customer under an Order Form, and any professional or support services provided in connection therewith.

1.22 "Software" means the proprietary software, systems, and technologies that power the Services, including all related functionality, interfaces, and features.

1.23 "Subscription Fee" means the recurring fee payable by the Customer for access to and use of the Services based on the selected plan or tier.

1.24 "Suggestions" means any suggested improvements to the Services or Software that the Customer provides to Flexprice.

1.25 "Updates" means modifications, enhancements, or improvements to the Services made generally available to customers, which may include performance improvements, new features, or interface changes.

1.26 "User" means any individual authorised by the Customer to access or use the Services on the Customer's behalf.

2. DESCRIPTION OF THE SERVICES

2.1 Flexprice provides usage-based metering, pricing, subscription-management, and billing infrastructure that enables the Customer to ingest usage events, apply pricing and rating logic, manage subscriptions and entitlements, and generate invoices and billing records for the Customer's own customers. The Services are made available on a subscription basis through the Flexprice platform, application programming interfaces, and associated interfaces, in accordance with the applicable Order Form and Documentation.

2.2 The Services are designed to operate on usage and event data supplied by the Customer. Flexprice meters, rates, and prices such data and returns billing outputs; it does not exercise editorial control over, and is not responsible for, the underlying commercial arrangements between the Customer and the Customer's own customers.

3. ACCOUNT REGISTRATION AND USERS

3.1 To access the Services, the Customer must register an account and provide accurate registration details, which may include the name, business email address, and administrative information of its authorised Users. Additional business information or verification may be requested depending on the selected plan.

3.2 The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account and those of its Users. The Customer must ensure that each User complies with this Agreement and is responsible for any act or omission of its Users as if it were the Customer's own.

3.3 Flexprice offers the Services through the subscription plans and tiers set out on the Flexprice platform or in the applicable Order Form, each providing varying levels of access, features, usage limits, and support.

4. LICENCE AND ACCEPTABLE USE

4.1 Subject to payment of the applicable Fees and compliance with this Agreement, Flexprice grants the Customer and its authorised Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services through the Customer's account for the Customer's internal business purposes during the subscription term.

4.2 The Customer shall not, and shall procure that its Users do not: (a) use the Services in violation of Applicable Law or this Agreement; (b) copy, modify, reverse-engineer, decompile, disassemble, or create derivative works of the Software except to the extent expressly permitted by Applicable Law notwithstanding this restriction; (c) resell, sublicense, rent, lease, or otherwise make the Services available to any third party except as expressly permitted under an Order Form; (d) circumvent, disable, or interfere with any usage limit, rate limit, access control, security, or authentication mechanism of the Services; (e) use the Services to build or benchmark a competing product or service, or copy any feature, function, or interface of the Services for that purpose; (f) transmit through the Services any malware, or any content that is unlawful, infringing, or that the Customer does not have the right to transmit; (g) use the Services in a manner that imposes an unreasonable or disproportionately large load on the infrastructure, or that interferes with or disrupts the integrity or performance of the Services or the data contained in them; or (h) access or use the Services to develop, train, or improve any machine-learning or artificial-intelligence model, except as expressly permitted under an Order Form.

4.3 The Customer's use of the Services is subject to the Fair Usage Policy and to any usage limits, quotas, or rate limits set out in the applicable Order Form or Documentation. Flexprice may apply technical controls to enforce such limits and may meter usage for that purpose. The Customer is responsible for all use of the Services under its account and for the acts and omissions of its Users as if they were the Customer's own.

4.4 Usage limits and overage. If the Customer's use exceeds a usage limit stated in the Order Form or Documentation, Flexprice may work with the Customer to bring usage back within the limit. If the excess use continues, the Customer shall, on Flexprice's request, either subscribe to additional capacity under an Order Form or pay any usage-based or overage charges at the rates in the Order Form or, absent stated rates, Flexprice's then-current standard rates for such excess use. If the Customer does not do so, Flexprice may apply reasonable technical controls (such as rate limiting) in line with the Fair Usage Policy, or suspend the affected Services in accordance with Clause 5 (Suspension).

5. SUSPENSION

5.1 Flexprice may suspend the Customer's or any User's access to the Services, in whole or in part, where Flexprice reasonably determines that: (a) continued access poses a security risk to the Services or to any third party, or may adversely affect the Services or the systems or data of any other customer; (b) the Customer or a User is in breach of Clause 4 (Licence and Acceptable Use) or the Fair Usage Policy; (c) suspension is required to comply with Applicable Law or a binding order of a governmental authority; or (d) any Fees are overdue and remain unpaid 10 (ten) days after written notice.

5.2 Flexprice will, where practicable and not legally or operationally prohibited, give the Customer prior notice of a suspension and an opportunity to remedy the cause, and will limit any suspension in scope and duration to what is reasonably necessary. Flexprice will restore access promptly once the cause of suspension is resolved. A suspension does not relieve the Customer of its obligation to pay Fees accrued up to and during the suspension, save where the suspension arises solely from a fault of Flexprice.

6. SERVICE LEVELS AND SUPPORT

6.1 Flexprice will make the Services available in accordance with the Service Level Agreement, which sets a target availability of 99.5% (ninety-nine point five percent) under the Standard tier, with a higher commitment available under the Premium tier as specified in an Order Form. Where availability falls below the applicable committed level, the Service Level Agreement provides service credits as the Customer's sole monthly financial remedy, together with a right to terminate the affected Services for chronic unavailability and receive a refund of prepaid Fees for the unused period. The availability commitment and service credits apply to hosted deployments only; for an on-premise deployment, the On-Premise Deployment Addendum disapplies them.

6.2 Flexprice may make Updates to the Services from time to time. Flexprice will use commercially reasonable efforts to avoid a material reduction in the core functionality of the Services during a subscription term. Scheduled maintenance is carried out in accordance with the Service Level Agreement.

7. CUSTOMER DATA AND OWNERSHIP

7.1 As between the parties, the Customer retains all right, title, and interest in and to the Customer Data. The Customer grants Flexprice a non-exclusive, worldwide, royalty-free licence to host, process, transmit, and display the Customer Data solely as necessary to provide, maintain, secure, and improve the Services and to generate billing outputs, and as otherwise instructed by the Customer.

7.2 The Customer represents and warrants that it has all rights, consents, and authorisations necessary to submit the Customer Data to the Services and to permit Flexprice to process it in accordance with this Agreement, and that the Customer Data and its processing do not violate Applicable Law or infringe the rights of any third party.

7.3 Flexprice retains all right, title, and interest in and to the Services, the Software, and all Service Attributes, and in any Suggestions, which the Customer assigns to Flexprice. Flexprice may generate and use aggregated, de-identified data derived from use of the Services for its internal purposes, including to operate, secure, and improve the Services, provided such data does not identify the Customer, its Users, or any individual.

7.4 No model training on Customer Data. Flexprice will not use Customer Data to train, fine-tune, or otherwise develop any general-purpose machine-learning model or large language model, and will not permit any third-party model provider to use Customer Data to train its models on Flexprice's behalf. Any analytics, insights, or benchmarks that Flexprice derives from use of the Services are created and used only in aggregated, de-identified form that does not identify the Customer, its Users, or its own customers.

8. DATA HANDLING AND PRIVACY

8.1 Roles of the parties. In respect of any personal data contained within the Metering Data and other Customer Data processed through the Services, the Customer (or the relevant third party for whom the Customer acts) is the controller and Flexprice is the processor, and Flexprice processes and stores such personal data on the Customer's behalf solely to provide the Services and as set out in this Clause 8. The details of the processing (its subject matter, duration, nature and purpose, the types of personal data, and the categories of data subjects) are as described in this Agreement and the applicable Order Form. This Clause 8 constitutes the parties' data-processing terms and applies in place of any separate data-processing agreement. This Clause 8 applies to hosted deployments operated by Flexprice. For an on-premise deployment operated within the Customer's own environment, the Customer Data and any Metering Data reside in the Customer's environment and are not processed or stored by Flexprice in the ordinary course of providing the Services; Flexprice does not act as processor of that data, and data handling for that deployment is governed by the On-Premise Deployment Addendum.

8.2 Customer Identification Data. Flexprice holds Customer Identification Data as a controller in order to establish, administer, support, and bill the Customer's account. Flexprice's processing of Customer Identification Data is governed by the Privacy Policy. This is distinct from, and additional to, Flexprice's role as processor of Customer personal data described in Clause 8.1 (Roles of the parties).

8.3 Customer responsibility. As controller, the Customer determines the personal data it submits to the Services and shall submit only such personal data as is relevant and necessary for metering, rating, pricing, and billing. The Customer is responsible for the accuracy and lawfulness of the personal data it submits and for providing all notices to, and obtaining all consents and legal bases from, its own customers and Users required in connection with Flexprice's processing of that data under this Agreement.

8.4 Security. Flexprice will implement and maintain reasonable and appropriate technical and organisational measures designed to protect the Customer Data and Customer Identification Data against accidental or unlawful loss, access, or disclosure. Flexprice will not access or use such data except as necessary to provide the Services, to comply with Applicable Law or a binding order of a governmental authority, or as otherwise instructed by the Customer, and will, unless legally prohibited, give the Customer notice of any such legal requirement.

8.5 Processing on documented instructions. Flexprice shall process Customer personal data only on the Customer's documented instructions, including as set out in this Agreement and the applicable Order Form and as necessary to provide the Services, unless required to process otherwise by Applicable Law, in which case Flexprice shall, where legally permitted, inform the Customer of that requirement before processing. Flexprice shall inform the Customer if, in its opinion, an instruction infringes Applicable Law.

8.6 Confidentiality of personnel. Flexprice shall ensure that persons authorised to process Customer personal data are bound by appropriate obligations of confidentiality and process such data only as necessary to perform the Services.

8.7 Security measures. Flexprice shall implement and maintain the technical and organisational measures described in Clause 10 (Security and Incident Notification) and shall, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, ensure a level of security appropriate to the risk, including as appropriate measures for pseudonymisation and encryption, confidentiality, integrity, availability, and resilience of processing systems, and regular testing of the effectiveness of such measures.

8.8 Sub-processors. The Customer grants Flexprice general authorisation to engage Subprocessors to process Customer personal data, subject to Clause 9 (Subprocessors and Hosting). Flexprice shall impose on each Subprocessor data-protection obligations no less protective than those in this Clause 8, and shall remain liable for each Subprocessor's acts and omissions to the same extent as for its own. Flexprice shall make available a list of Subprocessors then engaged and shall give the Customer a reasonable means of receiving notice of any intended addition or replacement of a Subprocessor, so that the Customer may object on reasonable data-protection grounds.

8.9 Assistance with data-subject rights. Taking into account the nature of the processing, Flexprice shall assist the Customer by appropriate technical and organisational measures, insofar as reasonably possible, in fulfilling the Customer's obligation to respond to requests by data subjects to exercise their rights under Applicable Law. If Flexprice receives such a request directly, it shall, unless legally prohibited, promptly notify the Customer and shall not respond except on the Customer's documented instructions or as required by Applicable Law.

8.10 Assistance with compliance. Flexprice shall provide the Customer with reasonable assistance, taking into account the nature of the processing and the information available to Flexprice, in relation to the Customer's obligations regarding the security of processing, notification of personal-data breaches, data-protection impact assessments, and prior consultation with a supervisory authority.

8.11 Personal-data breach. Flexprice shall notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer personal data processed under this Agreement, in accordance with Clause 10 (Security and Incident Notification), and shall provide the information reasonably available to it to enable the Customer to meet any breach-notification obligations under Applicable Law.

8.12 Deletion or return. On termination or expiry of the Agreement, Flexprice shall, at the Customer's choice, delete or return the Customer personal data it processes on the Customer's behalf, and delete existing copies, except to the extent Flexprice is required to retain a copy by Applicable Law or its bona fide backup or record-keeping processes, which copy shall remain subject to this Clause 8 and Clause 13 (Confidentiality). This is without prejudice to Clause 11 (Data Retention and Return on Exit).

8.13 Audit and information. Flexprice shall make available to the Customer information reasonably necessary to demonstrate compliance with this Clause 8 and shall allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, subject to reasonable prior notice, confidentiality obligations, and the audit conditions in Clause 20 (Audit and Records). Flexprice may satisfy an audit request by providing a current third-party audit report or certification where one is available and reasonably addresses the Customer's request.

8.14 International transfers. Flexprice and its Subprocessors may process Customer personal data in India and in other jurisdictions in which they operate. Where such processing involves a cross-border transfer of personal data, Flexprice shall put in place a transfer mechanism or safeguard required by Applicable Law for that transfer.

9. SUBPROCESSORS AND HOSTING

9.1 Flexprice may engage its Affiliates and third-party service providers ("Subprocessors") to assist in providing the Services, including hosting, infrastructure, and support providers. Flexprice remains responsible for the acts and omissions of its Subprocessors in the performance of the Services to the same extent as for its own.

9.2 Flexprice will impose on each Subprocessor obligations no less protective, in respect of Confidential Information and any data made available to that Subprocessor, than those set out in this Agreement. Flexprice will make available, on the Customer's reasonable request, a list of the Subprocessors then engaged in providing the core Services. For an on-premise deployment operated within the Customer's own environment, Flexprice does not host the Customer's instance of the Services and Subprocessor hosting arrangements do not apply to that deployment.

10. SECURITY AND INCIDENT NOTIFICATION

10.1 Flexprice will maintain an information-security programme that includes reasonable and appropriate administrative, technical, and organisational measures designed to protect the security, confidentiality, and integrity of the Customer Data and Customer Identification Data in Flexprice's control, taking into account the nature of the Services and the state of the art.

10.2 If Flexprice becomes aware of a confirmed breach of its security leading to the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to, Customer Data or Customer Identification Data in Flexprice's control (a "Security Incident"), Flexprice will notify the Customer without undue delay, provide information reasonably available to it about the Security Incident, and take reasonable steps to mitigate and remediate it. Flexprice's notification of, or response to, a Security Incident is not an acknowledgement of fault or liability.

10.3 The Customer is responsible for maintaining appropriate security for its own systems, accounts, credentials, and, in the case of an on-premise deployment, the environment in which the Services operate, and for configuring and using the Services in accordance with the Documentation.

11. DATA RETENTION AND RETURN ON EXIT

11.1 During the subscription term, the Customer may access and export its Customer Data through the functionality made available in the Services. Where the Metering Data contains personal data, Flexprice processes and stores it as processor on the Customer's behalf, solely to provide the Services and in accordance with Clause 8 (Data Handling and Privacy).

11.2 On termination or expiry of the Agreement, Flexprice will, on the Customer's written request made within 30 (thirty) days of termination, make available to the Customer any Customer Data then held by Flexprice in a commonly used format, after which Flexprice may delete it. Thereafter Flexprice may delete Customer Data in the ordinary course, save for any copy it is required to retain by Applicable Law or its bona fide backup or record-keeping processes, which copy remains subject to Clause 13 (Confidentiality). For an on-premise deployment, the Customer Data resides in the Customer's environment and the Customer is responsible for its retention, export, and deletion.

12. FEES AND PAYMENT

12.1 The Customer shall pay all Fees set out in the applicable Order Form, subscription plan, or billing arrangement. Unless otherwise stated in an Order Form, Fees are exclusive of taxes, which the Customer is responsible for paying. Flexprice may modify its published subscription plans and Fees prospectively, with prior notice on the platform or by other reasonable means; any such change takes effect on the Customer's next renewal.

12.2 Fees are payable in accordance with the payment terms and methods specified in the applicable Order Form or on the Flexprice platform. Except as expressly provided in this Agreement, all Fees are non-refundable and all prepaid Fees are non-refundable.

12.3 Overdue amounts and collection. Overdue amounts may accrue interest at the rate specified in the Order Form or, failing that, at the maximum rate permitted by Applicable Law. Overdue amounts may be referred for collection, and the Customer shall reimburse Flexprice's reasonable costs of collection.

12.4 Disputed amounts. Flexprice will not exercise its rights in respect of overdue amounts or suspend the Services for non-payment to the extent the Customer is disputing the relevant amounts in good faith and is cooperating diligently to resolve the dispute. Undisputed amounts remain payable when due.

12.5 The Customer's own billing. The Services help the Customer meter, price, and bill its own customers, but the Customer is solely responsible for its relationships with, and the billing and collection of amounts from, its own customers. Flexprice has no obligation or liability in respect of those relationships, and the Customer's inability to collect from its own customers does not affect the Customer's obligation to pay Fees under this Agreement.

13. CONFIDENTIALITY

13.1 Each party (as receiving party) shall keep the other party's Confidential Information strictly confidential, use it only to perform its obligations or exercise its rights under this Agreement, and not disclose it to any Person except as permitted under this Clause 13.

13.2 A receiving party may disclose Confidential Information only to its Representatives who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Clause 13, and the receiving party remains responsible for any breach by such Representatives.

13.3 A receiving party may disclose Confidential Information to the extent required by Applicable Law or a binding order of a court or governmental authority, provided that, where lawful, it gives the disclosing party prompt prior written notice and discloses only the portion legally required.

13.4 On termination or expiry of this Agreement, or on the disclosing party's written request, the receiving party shall return or destroy the disclosing party's Confidential Information, save for one copy that it may retain to the extent required by Applicable Law or its bona fide internal record-keeping requirements, which copy remains subject to this Clause 13. The obligations in this Clause 13 survive termination or expiry of this Agreement.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each party represents and warrants to the other that:

(a) it is duly incorporated, registered, and validly existing under the laws of its jurisdiction;

(b) it has the power, capacity, and authority to enter into and perform this Agreement;

(c) this Agreement constitutes its legal, valid, binding, and enforceable obligations; and

(d) its execution and performance of this Agreement do not and will not violate Applicable Law, its constitutional documents, or any agreement binding upon it.

14.2 Service warranty. Flexprice warrants that the Services will perform materially in accordance with the Documentation. The Customer's exclusive remedy, and Flexprice's entire liability, for breach of this warranty is for Flexprice to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable period, to terminate the affected Services and refund any prepaid Fees for the unused portion of the affected subscription term.

14.3 Disclaimer. Except as expressly set out in this Agreement, the Services are provided "as is" and Flexprice disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Flexprice does not warrant that the Services will be uninterrupted or error-free.

15. INTELLECTUAL PROPERTY

15.1 Flexprice and its licensors own all Intellectual Property Rights in and to the Services, the Software, and the Documentation. Except for the limited licence expressly granted in this Agreement, no rights are granted to the Customer in the Services, the Software, or any Intellectual Property Rights of Flexprice.

15.2 The Customer may use Flexprice's trademarks and other designations only with Flexprice's prior written permission and in accordance with any brand guidelines Flexprice provides.

16. FEEDBACK

16.1 The Customer and its Users may, but are not obliged to, provide Suggestions to Flexprice. Flexprice may freely use, disclose, reproduce, and exploit Suggestions without restriction or obligation of any kind, and the Customer assigns to Flexprice all right, title, and interest in and to any Suggestions. No Suggestion will be deemed the Customer's Confidential Information, and Flexprice is under no obligation to implement any Suggestion.

17. INDEMNIFICATION

17.1 By the Customer. The Customer shall indemnify, defend, and hold harmless Flexprice, its Affiliates, and their respective Representatives from and against any losses, damages, liabilities, and costs (including reasonable legal fees) arising out of any third-party claim relating to: (a) the Customer Data or the Customer's use of the Services in violation of this Agreement or Applicable Law; (b) the commercial or billing arrangements between the Customer and its own customers; or (c) the Customer's breach of its representations or warranties under this Agreement.

17.2 By Flexprice. Flexprice shall indemnify, defend, and hold harmless the Customer from and against any losses, damages, liabilities, and costs (including reasonable legal fees) arising out of any third-party claim that the Services, as provided by Flexprice and used in accordance with this Agreement, infringe that third party's Intellectual Property Rights.

17.3 Exclusions. Flexprice has no obligation under Clause 17.2 (By Flexprice) to the extent a claim arises from: (a) the Customer's misuse of the Services or use in violation of this Agreement or Applicable Law; (b) combination of the Services with any product, software, data, or service not provided or authorised by Flexprice, where the claim would not have arisen but for such combination; (c) any modification of the Services not made by or on behalf of Flexprice; (d) the Customer Data; or (e) the Customer's continued use of an allegedly infringing version after Flexprice has made a non-infringing alternative available. Where the Services are or may become the subject of an infringement claim, Flexprice may, at its option, procure the right for the Customer to continue using the Services, modify or replace the affected Services to make them non-infringing, or terminate the affected Services and refund any prepaid Fees for the unused portion of the affected subscription term. This Clause 17 states Flexprice's entire liability, and the Customer's exclusive remedy, for any claim of infringement.

17.4 Process. The indemnity obligations apply only if the indemnified party: (a) gives the indemnifying party prompt written notice of the claim; (b) permits the indemnifying party to control the defence and settlement of the claim; and (c) reasonably cooperates, at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes any non-monetary obligation or admission on the indemnified party without that party's prior written consent.

18. LIMITATION OF LIABILITY

18.1 To the maximum extent permitted by Applicable Law, neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive, or special damages, or for any loss of profits, revenue, data, goodwill, or business interruption, in each case however arising and whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

18.2 To the maximum extent permitted by Applicable Law, the total aggregate liability of each party to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid or payable by the Customer to Flexprice for the Services in the 12 (twelve) months immediately preceding the event giving rise to the claim. This cap is mutual and applies in the aggregate across all claims, save that: (a) the Customer's obligations to pay Fees and other amounts due under this Agreement are excluded from, and not subject to, this cap; and (b) liability arising under Clause 17.2 (indemnity by Flexprice for infringement of Intellectual Property Rights), Clause 13 (Confidentiality), and Clause 10 (Security and Incident Notification, in respect of a Security Incident) is excluded from this cap. Subject to those exclusions, this cap applies in the aggregate across all claims.

18.3 Nothing in this Agreement excludes or limits either party's liability for fraud or wilful misconduct, or for any liability that cannot be excluded or limited under Applicable Law. Save for those exclusions, the cap in Clause 18.2 applies to all liability under or in connection with this Agreement.

19. COMPLIANCE WITH LAWS

19.1 Each party shall comply with all Applicable Laws in connection with its performance under this Agreement. The Customer is responsible for its and its Users' use of the Services in compliance with Applicable Law, including any laws applicable to the Customer's own products, services, and billing of its customers.

19.2 Export control and sanctions. Each party represents that it is not, and is not owned or controlled by or acting on behalf of, any person that is the target of economic sanctions or that is organised or resident in a sanctioned territory. The Customer shall not access or use the Services, or permit any User to do so, in violation of any applicable export-control or sanctions laws, and shall not make the Services available to any person prohibited from receiving them under such laws.

19.3 Anti-bribery. Each party shall comply with all applicable anti-bribery and anti-corruption laws, and shall not offer, pay, solicit, or accept any bribe, improper payment, or other undue advantage in connection with this Agreement.

20. AUDIT AND RECORDS

20.1 The Customer shall keep accurate records of its use of the Services sufficient to verify its compliance with this Agreement and the applicable Order Form, including any usage-based or tier-based limits.

20.2 On reasonable prior written notice, and no more than once in any 12-month period (save where a prior audit revealed a material discrepancy or where required to investigate a suspected breach), Flexprice may verify the Customer's compliance with this Agreement, including by reviewing usage records or, for an on-premise deployment, by reasonable remote or on-site verification. Any audit will be conducted during normal business hours and in a manner that does not unreasonably interfere with the Customer's operations. If an audit reveals underpayment, the Customer shall promptly pay the shortfall; if it reveals material under-licensing, the Customer shall also bear the reasonable cost of the audit.

21. FREE, BETA AND EVALUATION SERVICES

21.1 Free Services. Flexprice may make the Services, or a subset of their functionality, available free of charge ("Free Services"), including under a free plan or free tier but excluding paid trials of a subscription. Free Services are provided up to the limits described on the Flexprice pricing page, in the Documentation, or in the applicable Order Form; use beyond those limits requires a paid subscription. Flexprice may modify or discontinue Free Services, or terminate a Customer's access to them, at any time and for any reason, and, except as required by Applicable Law, will not be liable to the Customer or any third party for doing so. The Customer is responsible for exporting its Customer Data before its access to the Free Services ends; where Flexprice terminates a Free Services account, it will, except where prohibited by law, give the Customer a reasonable opportunity to retrieve its Customer Data. Notwithstanding anything to the contrary, Free Services are provided "as is" with no warranty, and Flexprice has no indemnity obligation and no liability in respect of Free Services, except for any liability that cannot be excluded under Applicable Law.

21.2 Beta Services. Flexprice may make available features, products, or services that are identified as alpha, beta, preview, evaluation, or otherwise not generally available ("Beta Services"). Beta Services are provided "as is" and "as available", are excluded from the Service Level Agreement and from any indemnity, and may be modified, suspended, or discontinued at any time. To the maximum extent permitted by Applicable Law, Flexprice has no liability arising from Beta Services, and the Customer's use of Beta Services is at its own risk. This clause applies notwithstanding any other provision of this Agreement.

22. TERM AND TERMINATION

22.1 Term. This Agreement commences on the earlier of the Customer's acceptance of these Terms and the effective date of the first Order Form, and continues for the subscription term set out in the applicable Order Form, and thereafter for so long as the Customer accesses or uses the Services or any Order Form remains in effect.

22.2 Termination for convenience. Either party may terminate this Agreement or any Order Form for convenience on 60 (sixty) days' prior written notice to the other party. On termination for convenience, any prepaid Fees are non-refundable and are retained by Flexprice; a Customer billed on a periodic basis is charged up to the effective date of termination and is not charged thereafter. A refund of prepaid Fees for the unused portion of the then-current term is payable only where the Customer terminates this Agreement for Flexprice's uncured material breach under Clause 22.3 (Termination for cause).

22.3 Termination for cause. Either party may terminate this Agreement or any Order Form immediately on written notice if the other party is in material breach of this Agreement and fails to cure that breach within 30 (thirty) days of receiving notice of it, or if the other party becomes insolvent, ceases to carry on business, or is subject to any analogous insolvency or winding-up process.

22.4 Effect of termination. On termination or expiry of this Agreement: (a) the Customer's right to access and use the Services ceases; (b) the Customer shall pay all Fees accrued up to the effective date of termination; (c) any prepaid Fees are non-refundable, save where this Agreement expressly provides for a refund; and (d) each party shall, on request, return or destroy the other party's Confidential Information in accordance with Clause 13 (Confidentiality). Any clause which by its nature is intended to survive termination, including Clauses 11 (Data Retention and Return on Exit), 13 (Confidentiality), 15 (Intellectual Property), 16 (Feedback), 17 (Indemnification), 18 (Limitation of Liability), 20 (Audit and Records), and 24 (General), survives termination or expiry.

23. MODIFICATION OF TERMS

23.1 Flexprice may update these Terms from time to time. When changes are made, Flexprice will publish the updated Terms at the same link and update the "Last Updated" date above. If Flexprice makes a material change and the Customer holds a registered account, Flexprice will also notify the Customer by email to the address associated with the account. For a Customer on a signed Order Form, the version of these Terms in effect on the date of that Order Form is frozen for the duration of the Customer's then-current subscription term, and any change to these Terms applies to that Customer only on and from its next renewal. For self-serve, free, and other customers not on a signed Order Form, changes take effect 30 (thirty) days after publication and, for new customers, immediately, and continued use of the Services after the changes take effect constitutes acceptance of the updated Terms. Notwithstanding the foregoing, the data-processing terms in Clause 8 (Data Handling and Privacy) may not be modified unilaterally by Flexprice to the Customer's detriment and may be varied only by written agreement of the parties. If the Customer does not agree to the updated Terms, its sole remedy is to stop using the Services and terminate this Agreement in accordance with Clause 22 (Term and Termination).

24. GENERAL

24.1 Governing law and jurisdiction. For a Customer whose registered office or principal place of business is in India, this Agreement is governed by the laws of India, the seat and venue of arbitration is Gurugram, Haryana, and, subject to the arbitration provision below, the courts at Gurugram, Haryana have exclusive jurisdiction. For a Customer whose registered office or principal place of business is outside India, this Agreement is governed by the laws of the State of California, United States (or, where specified in the applicable Order Form, Singapore), and, subject to the arbitration provision below, the state and federal courts located in San Francisco, California have exclusive jurisdiction.

24.2 Dispute resolution. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration by a sole arbitrator, conducted in English. For an India-governed Agreement, the arbitration is under the Arbitration and Conciliation Act, 1996, seated at Gurugram, Haryana. For an Agreement governed by the law of California, the arbitration is seated in San Francisco, California and administered by JAMS under its Comprehensive Arbitration Rules and Procedures. For an Agreement governed by the law of Singapore, the arbitration is seated in Singapore and administered by the Singapore International Arbitration Centre under its Rules. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

24.3 Assignment. The Customer may not assign or transfer this Agreement without Flexprice's prior written consent. Flexprice may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, or to an Affiliate. This Agreement binds and benefits the parties and their permitted successors and assigns.

24.4 Entire agreement. This Agreement constitutes the entire and exclusive agreement between the parties regarding the Services and supersedes all prior or contemporaneous representations, understandings, or agreements. In the event of conflict, the following order of precedence applies: (a) the Order Form, for pricing and commercial matters; (b) each policy, schedule, addendum, or other document incorporated by reference (including the Service Level Agreement, the Fair Usage Policy, the Privacy Policy, the Data Handling Statement, and the On-Premise Deployment Addendum), in respect of the specific subject matter it expressly governs; and (c) these Terms, on all other matters.

24.5 Force majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, pandemics, government action, power or telecommunications failures, or civil disturbance. If such an event continues for more than 30 (thirty) days, either party may terminate this Agreement on written notice.

24.6 Non-solicitation. During the term of this Agreement and for 12 (twelve) months after its termination or expiry, neither party shall, without the other's written consent, solicit for employment or engagement any Restricted Person of the other party, provided that general advertising not specifically targeted at such persons is not a breach of this clause.

24.7 Independent contractors. The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between them.

24.8 Publicity. Neither party shall issue any public communication referring to the other in connection with this Agreement without the other's prior written consent. Where the Customer gives such consent, Flexprice may identify the Customer by name and logo, and reference the Customer as a user of the Services, in its marketing and promotional materials, website, and customer lists, in accordance with any brand guidelines and the scope of the consent given. The Customer may withdraw this consent on reasonable written notice, after which Flexprice will cease further such use within a reasonable period, and email approval is sufficient for the purposes of this clause.

24.9 Notices. Any notice under this Agreement must be in writing and given by email to the address associated with the Customer's account or to manish@flexprice.io for notices to Flexprice, or by a reputed courier to the address on the applicable Order Form. Either party may change its notice details by notice to the other.

24.10 Waiver. No failure or delay in exercising any right operates as a waiver of it, and no waiver is effective unless in writing.

24.11 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if it cannot be so modified, severed, and the remainder of this Agreement continues in full force.

24.12 Third-party rights. Except as expressly provided in Clause 17 (Indemnification), a person who is not a party to this Agreement has no right to enforce any of its terms.

24.13 Language. All notices and communications under this Agreement must be in the English language.

24.14 Counterparts. Any Order Form may be executed in counterparts, each of which is an original and all of which together constitute one instrument.