Master Subscription Agreement

PLEASE READ THIS TERMS OF SERVICE CAREFULLY AND CONFIRM YOUR ACCEPTANCE BEFORE AVAILING OUR SERVICES

This Master Subscription Agreement describes the Services we will provide to you, how we will work together, and other aspects of our business relationship.

We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance, this Master Subscription Agreement forms a legally binding agreement between you and Superleap. Our Services are available to you only upon your acceptance of the terms in this agreement.

If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions

In case any of the terms are not acceptable to you, please do not proceed to use any of our Services. BY ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE.

You agree to review this Master Subscription Agreement on a regular basis and always remain in compliance as we go ahead.

1. Definitions

Terms not defined inline carry their meaning from applicable law. Key definitions:

"Acceptable Use Policy" or "AUP" shall mean the policy governing permissible use of the Services, set out under Annexure B.

"Affiliate" means, with respect to any entity, any entity controlling, controlled by, or under common control with a Party (50%+ ownership).

"Billing Cycle" shall mean the recurring billing period (quarterly or annually) as specified in the applicable Order Form.

"Confidential Information" shall have the meaning set out in Clause 7.1 of this Agreement.

"Consulting Services" shall mean professional services, including training and consulting, provided to the Customer by Superleap as documented in the applicable Order Form.

"Customer Data" shall mean all data provided, uploaded, or transmitted by the Customer in connection with the Services, including Personal Data.

"Effective Date" shall mean the date specified in the Order Form as the commencement date for the Agreement obligations.

"Force Majeure Event" shall mean an act war, sabotage, act of God, pandemic, telecom outage not caused by the Party, cyber-attacks (if reasonable security measures were in place), government restrictions, or change in law. Excludes foreseeable issues, subcontractor defaults, and third-party provider failures.

"Intellectual Property Rights" shall mean all patents, copyrights, trademarks, trade secrets, design rights, database rights, know-how, source codes, and all other intellectual or industrial property rights (whether registered or unregistered) subsisting or recognised under applicable laws.

"Order Form" shall mean the document specifying the Services, pricing, payment terms, Subscription Term, Billing Cycle, and other commercial details, attached at the top of this document.

"Personal Data" shall have the meaning assigned under the Digital Personal Data Protection Act, 2023 ("DPDP Act") and applicable data protection laws, and includes ‘Sensitive personal data or information’ as defined under the Information Technology Act, 2000.

"Planned Downtime" shall mean scheduled periods of unavailability of the Superleap Platform for maintenance, upgrades, security patches, or infrastructure enhancements.

"Services" shall mean all subscription, consulting, support, implementation, integration, training, and any other services provided by Superleap to the Customer, as detailed in the applicable Order Form.

"SLA" shall mean the Service Level Agreement attached as Annexure A to this Agreement.

"Start Date" shall mean the date of commencement of the Subscription Services mentioned in the Order Form.

"Subscription Fees" shall mean the recurring fees payable by the Customer for access to the Superleap Platform as specified in the Order Form.

"Subscription Services" shall mean the provision of access to the Superleap Platform, whether cloud-based or software-based, as per the scope, limits, and features that the Customer has subscribed to, as captured in the relevant Order Form.

"Subscription Term" shall mean the initial term of the Subscription Services commencing from the Start Date, as specified in the Order Form, and each subsequent renewal term (if any).

"Superleap Platform" shall mean the suite of applications available at https://superleap.com or any of its sub-domains or any other URL made available by Superleap.

"Unplanned Downtime" shall mean any period during which the Superleap Platform or any of its core functionalities are inaccessible or non-operational, and such unavailability was not previously scheduled or communicated as Planned Downtime, excluding unavailability caused by Force Majeure Events, or third-party infrastructure failures outside Superleap’s direct control.

"Users" shall mean individuals authorised by the Customer to access and use the Subscription Services.

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2. Scope Of Services

2.1 Subscription Services

During the Subscription Term, Superleap grants the Customer a non-transferable, non-exclusive, worldwide right to permit authorised Users to access the Superleap Platform for internal business purposes, subject to this Agreement, the Order Form, and applicable law. The Customer shall not use or permit the use of the right granted hereunder for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication.

2.2 Additional Services

The Customer may, at any time, subscribe to additional features of the Subscription Services by executing an additional Order Form. 

2.3 Platform Updates

Superleap may update the Platform from time to time, with or without a discussion with the Customer. Updates that materially affect the Subscription Services shall be implemented only after mutual agreement with the Customer. Superleap makes no representations regarding future new features or functionalities.

2.4 Service Availability

The Customer acknowledges that the Subscription Services may be temporarily unavailable during periods of Planned Downtime, Force Majeure Events, or Unplanned Downtime. Superleap shall:

1. provide advance written notice of any Planned Downtime at least 48 (forty-eight) hours prior to its commencement, or 7 (seven) business days for major infrastructure changes;
2. use reasonable efforts to minimise disruption, including scheduling maintenance during off-peak hours;
3. in the case of Force Majeure Events, promptly notify the Customer and take all reasonable steps to restore Subscription Services as soon as practicable;
4. notify the Customer within 1 (one) hour of detecting Unplanned Downtime and target restoration within the timelines specified in the SLA; and
5. provide service credits as specified in the SLA (Annexure A) where applicable.

Nothing in this clause shall relieve Superleap of its obligations to implement and maintain appropriate disaster recovery and business continuity measures.

2.5 Third-Party Service Providers

Superleap may use third-party providers to deliver Services and remains fully responsible for their performance. Superleap is not responsible for any third-party services or software procured by the Customer, whether with or without Superleap’s knowledge or consent, notwithstanding that such services may be integrated with the Platform.

3. Use and Restriction of Subscription Services

3.1 Acceptable Use

The Customer shall comply with the AUP (Annexure B) and shall not: use automated systems beyond normal human usage; damage, disable, or overburden the Platform; gain unauthorised access; share access with non-Users; resell or sublicense the Services; store unlawful or malicious content; use for unlawful practices under applicable laws; reverse-engineer the Services or build competitive products; or create derivative works without Superleap’s written consent.

3.2 Service Usage Limitations

The scope of the Subscription Services (including the number of Users, communication credits, and other usage limits) shall be as set out in the Order Form. If the Customer’s usage exceeds these limits, Superleap shall notify the Customer. Such overuse may result in pro-rata additional charges, which shall be discussed with the Customer prior to billing. The Customer shall promptly notify Superleap at help@superleap.com of any unauthorised use of its account or credentials.

4. Service Fees & Payment Terms

4.1 The Service Fees payable by the Customer, including any recurring or one-time charges, applicable payment terms, Billing Cycles, taxes, and currency, shall be as set forth in the applicable Order Form. All fees are exclusive of applicable taxes unless stated otherwise.

4.2 All invoices shall be payable in advance for each Billing Cycle, and Superleap shall raise valid invoices for the same. The credit period for the invoice will be specified in the respective Order Form. 

4.3 All Subscription Fees are non-cancellable and non-refundable, except as expressly provided in this Agreement or the applicable Order Form. Underutilisation of the Services during the Subscription Term shall not entitle the Customer to any refund or credit.

4.4 Payment of Service Fees shall be subject to deduction of Tax at Source (TDS) and any other taxes applicable under law. The Customer shall provide valid TDS certificates within the timelines prescribed under applicable tax laws.

5. Ownership & Proprietary Rights

5.1 Superleap’s Rights

Superleap owns or has rights to all worldwide Intellectual Property Rights in and to the Superleap Platform and the Subscription Services, including all customisations, derivatives, adaptations, improvements, platform configurations, workflow templates, reusable components, and the underlying architecture, source code, features, functionalities, and user interface, and all copyrights, patents, trademarks, service marks, and trade secrets in relation thereto, whether registered or not.

5.2 Customer’s Rights

The Customer retains all Intellectual Property Rights in Customer Data and in any pre-existing intellectual property of the Customer. The Customer shall own all Intellectual Property Rights in Customer Data outputs, custom reports, and deliverables generated through the Services, provided that "deliverables" shall not include the underlying Superleap Platform, its configurations, workflow templates, reusable components, or any pre-existing Superleap intellectual property.

5.3 Feedback and IP Ownership

All suggestions, enhancement requests, feedback, recommendations, or other inputs provided by the Customer or any other party relating to the Superleap Platform or Services, and any remodelling, development, modification, or upgradation of Superleap’s software based on such suggestions or otherwise, shall automatically be owned by Superleap. The Customer hereby assigns, perpetually and worldwide, free of royalties or any payments, all rights in the same in favour of Superleap and shall, at Superleap’s expense, execute such documents as are necessary to accomplish such ownership. Any rights not expressly granted herein are reserved by Superleap.

5.4 Non-Compete

The Customer acknowledges that the Superleap Platform, including its design, architecture, source code, features, functionalities, and user interface, constitutes the exclusive Intellectual Property of Superleap. The Customer agrees that it shall not, directly or indirectly, during the term of this Agreement and for a period of 2 (two) years from the date of termination, reverse-engineer the Services or assist any third party in developing a software, system, or platform substantially similar in functionality or purpose to the Services provided under this Agreement. For clarity, nothing in this Agreement shall restrict the Customer from independently developing, acquiring, or using products or services similar in functionality to the Services, provided that no proprietary design, architecture, source code, or intellectual property of the Service Provider is directly or indirectly used, referenced, or replicated. Any breach of this clause shall constitute infringement of Superleap’s Intellectual Property Rights and shall make the Customer liable for damages.

5.5 No Transfer

Nothing contained in this Agreement shall assign or transfer any rights, title, or interest in Intellectual Property Rights of one Party to the other, except as expressly stated herein.

5.6 Customer Name and Logo

The Customer hereby grants the Service Provider a limited, non-exclusive, non-transferable, royalty-free right to use the Customer’s name, website address, and logo solely for marketing purposes, including but not limited to Superleap’s website, brochures, presentations, and email campaigns. This right shall survive termination of this Agreement; however, the Customer may revoke its approval at any time upon written notice to the Service Provider.

6. Warranties and Representations by Superleap

6.1 Superleap Warranties

Superleap represents and warrants to the Customer that:

1. the Subscription Services shall materially conform to the Scope of Work and SLA specifications set out in the applicable Order Form;
2. it shall not knowingly infringe any third-party Intellectual Property Rights while performing its obligations, provided that Superleap shall not be liable for infringement arising from Customer-provided materials, instructions, or specifications;
3. it has the legal right, power, and authority to enter into this Agreement and perform all of its obligations hereunder;
4. it has obtained all required regulatory and other approvals for the execution of this Agreement; and
5. it shall correct material deficiencies in any deliverables within the timelines specified in the SLA, or if no timeline is specified, within a commercially reasonable period.

6.2 Customer Warranties

The Customer represents and warrants that:

1. it has the legal right, power, and authority to enter into this Agreement;
2. all Customer Data provided to Superleap has been collected and transmitted in compliance with applicable laws, including data protection laws;
3. its use of the Services shall comply with all applicable laws and this Agreement; and
4. it shall not use the Services in any manner that adversely affects Superleap’s ability to provide services to other customers.

6.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERLEAP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

6.4 Warranty Remedy

FOR ANY BREACH OF THE WARRANTIES IN CLAUSE 6.1, SUPERLEAP SHALL (A) CORRECT MATERIAL ERRORS WITHIN THE TIMELINES SPECIFIED IN THE SLA, OR (B) IF CORRECTION IS NOT COMMERCIALLY FEASIBLE, RE-PERFORM THE DEFICIENT SERVICES. IF SUPERLEAP CANNOT CURE THE BREACH WITHIN A REASONABLE PERIOD, THE CUSTOMER MAY TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE 8 AND RECOVER PRO-RATA PREPAID FEES FOR THE UNUSED PORTION OF THE SUBSCRIPTION TERM.

7. Confidentiality

Each Party shall protect the other’s Confidential Information with at least the same care it applies to its own (and not less than reasonable care), use it solely for purposes of this Agreement, and limit access to personnel bound by equivalent obligations. Either Party may disclose when compelled by law, with prompt written notice where permitted. Upon termination or request, each Party shall return or destroy all Confidential Information within 30 days and certify compliance in writing. Unauthorised disclosure entitles the Disclosing Party to seek injunctive relief. This Section survives termination for 5 years.

8. Term, Renewal, Suspension & Termination

8.1 Term & Auto-Renewal

Each Order Form has an initial term as specified therein. Upon expiry, it auto-renews for successive terms of equal duration unless either Party provides written non-renewal notice at least 45 days prior. Pricing increases by the percentage in the Order Form on each renewal. Volume decrease at renewal triggers re-pricing without regard to prior per-unit rates.

8.2 No Convenience Termination

Neither Party may terminate for convenience during a Subscription Term. If the Customer stops using the Services before expiry, no refund is due and all remaining fees are payable.

8.3 Termination for Cause

Either Party may terminate: (a) upon 30 days’ written notice for a material breach that remains uncured after the 30-day cure period; or (b) immediately, if the other Party becomes subject to insolvency or liquidation proceedings not stayed within 6 months.

8.4 Termination for SoW/SLA Failure

The Customer may terminate upon 60 days’ written notice if Superleap fails to resolve a material SoW (Scope of Work)  or SLA requirement within such 60-day period.

8.5 Suspension

Superleap may suspend access upon 30 days’ written notice if amounts remain unpaid beyond the credit period. Superleap may suspend immediately, without notice, if: the Customer’s account is subject to unauthorised access; the Customer violates the AUP; or the Customer’s use poses a security risk to the Platform. The Customer remains liable for all fees during suspension. Superleap shall notify promptly and provide a reasonable cure opportunity (except for security-related suspensions).

8.6 Consequences of Termination

Upon termination: the Customer shall pay all undisputed outstanding amounts immediately, irrespective of billing cycle. If the Customer terminates without Superleap’s material breach, the Customer remains liable for the full remaining Subscription Term fees. If the Customer terminates for Superleap’s uncured breach, Superleap refunds prepaid fees pro-rata for the unused portion.

8.7 Post-Termination Data

Superleap retains Customer Data for 90 days after termination. During this period, subject to clearing of dues, the Customer may export data or request deletion. After 90 days (or any agreed extension), Superleap permanently deletes all Customer Data unless required by law. If dues are outstanding, data export is disabled until payment. Superleap is not liable for deletion after the Retention Period.

8.8 Transition

Superleap shall provide reasonable transition assistance for up to 30 days, including handover of Customer Data in a structured, machine-readable format. This is limited to data handover, not full-scale Services.

9. Customer Data & Data Protection

The Customer retains ownership of all Customer Data. The Customer grants Superleap a limited, non-exclusive, royalty-free licence to process Customer Data solely for delivering the Services.

Superleap acts as Data Processor (Customer as Data Fiduciary under the DPDP Act, 2023) and shall: process data per Customer instructions; implement appropriate technical and organisational security measures; comply with applicable data protection laws; restrict access to need-to-know personnel; promptly notify of any actual or suspected data breach and take immediate mitigation steps; and not process Customer Data for any purpose beyond delivering the Services. Superleap shall not use Customer Data for analytics, profiling, benchmarking, AI training, or any secondary commercial purpose, except to the extent strictly necessary for delivering the Services, limited to Customer-specific processing with no Customer-identifiable information used for training generalised models.

Customer Data is stored in India. Where processing outside India is required (including through infrastructure or AI service providers), Superleap shall comply with applicable data protection laws and inform the Customer of jurisdictions involved upon request. The Customer acknowledges that certain technology services may involve processing outside India as an industry-standard practice.

10. Indemnity

10.1 Superleap Indemnity

Superleap shall indemnify the Customer against claims arising solely from: (a) infringement of third-party IP by the Platform (except arising from Customer materials, instructions, or specifications); (b) breach of applicable laws in delivering Services; (c) Superleap’s gross negligence, wilful misconduct, or fraud; (d) breach of confidentiality; (e) data breach or loss of Personal Data caused by Superleap or its sub-processors; and (f) direct loss from Unplanned Downtime exceeding SLA thresholds, subject to exhaustion of service credit remedies first, capped at 6 months’ fees.

10.2 Customer Indemnity

The Customer shall indemnify Superleap against claims arising solely from: (a) material breach of this Agreement; (b) Customer’s gross negligence, wilful misconduct, or fraud; (c) third-party claims arising from Customer Data; and (d) Customer’s violation of applicable laws.

10.3 Procedure

The indemnified Party shall promptly notify the indemnifying Party, allow sole control of defence and settlement, and provide reasonable assistance at the indemnifying Party’s expense. No settlement without prior written consent.

11. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFIT, REVENUE, REPUTATION (ACTUAL OR ANTICIPATED), CORRUPTION OF DATA, OR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THEORY OF LIABILITY.

EACH PARTY’S CUMULATIVE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE IN THE 6 MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL SUPERLEAP’S LIABILITY BE LESS THAN 1 MONTH’S FEES.

THESE CAPS DO NOT APPLY TO: (A) GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD; (B) BREACH OF CONFIDENTIALITY (CLAUSE 7); (C) BREACH OF DATA PROTECTION OBLIGATIONS (CLAUSE 9); (D) BREACH OF APPLICABLE LAWS; (E) INDEMNIFICATION OBLIGATIONS (CLAUSE 10); OR (F) PAYMENT OBLIGATIONS (CLAUSE 4).

Downtime Remedy Hierarchy: For Unplanned Downtime claims, service credits under the SLA are the primary remedy. Indemnification under 10.1(f) applies only where credits are demonstrably inadequate. No double recovery for the same event.

12. Force Majeure

Neither Party is liable for failure or delay caused by Force Majeure Events (excluding payment obligations). The affected Party shall promptly notify the other and use reasonable efforts to mitigate. If a Force Majeure Event continues for 90+ consecutive days, the unaffected Party may terminate upon 30 days’ notice. Superleap shall refund prepaid, unutilised fees pro-rata. Payment obligations survive Force Majeure.

13. Non-Solicitation & Anti-Corruption

During the term and for 2 years after termination, neither Party shall solicit for employment any employee of the other Party involved in this Agreement, without prior written consent. Each Party shall conduct business ethically and shall not offer, give, or accept benefits that create conflicts of interest. Breach of this Section is a material breach entitling immediate termination.

14. General Provisions

Severability. If any provision is held invalid, the remainder continues in force. The Parties shall negotiate in good faith to amend the invalid provision.

Relationship. Nothing creates a joint venture, partnership, or agency between the Parties.

Assignment. Neither Party may assign without the other’s prior written consent. Any attempted assignment without consent is void. The Customer may assign to Affiliates with prior written notice. In any merger, acquisition, or change of control, commercial terms and pricing remain binding on the successor entity for the remainder of the Subscription Term.

Waiver. Any waiver of breach shall be in writing and does not waive future breaches.

Notices. All notices shall be in writing (hand delivery, courier, or registered post) and effective upon receipt. Service and payment notices may be sent by email.

To Superleap: Legal Department, Mintiq Technologies Pvt Ltd, First Floor, No. 21 & 22, Aspire Square, Koramangala I Block, Bengaluru, Karnataka, India, 560034. Email: legal@superleap.com

To Customer: [As specified in the Order Form]

Governing Law. Laws of India.

Dispute Resolution. Disputes shall be resolved by arbitration before a sole arbitrator appointed by mutual agreement, failing which as per law. The seat of arbitration shall be Bengaluru. Subject to the foregoing, the courts at Bengaluru shall have exclusive jurisdiction.

Entire Agreement. This Agreement (including Annexures and Order Forms) constitutes the entire agreement and supersedes all prior agreements. Modifications require mutual written consent.

Order of Precedence. In case of conflict, the Order Form prevails for commercial terms (pricing, scope, service levels). In all other respects, this Agreement prevails.