Terms of Service

In this Master Subscription Agreement ("Agreement" or "Terms"):

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Authorized User" means an employee, contractor, or agent of Customer who is authorized by Customer to access and use the Services under Customer's account credentials.
• "Customer Data" means all electronic data, information, audience profiles, user event streams, communications content, or materials submitted, ingested, or uploaded to the Services by Customer or Authorized Users.
• "Documentation" means the online user guides, technical specifications, SDK documentation, and API reference materials published by CapEngage at www.capengage.com/docs.
• "Monthly Active User (MAU)" means a unique user identifier or device token that performs at least one tracked event, receives a message, or interacts with Customer's applications integrated with the Services within a monthly billing cycle.
• "Order Form" means an ordering document, online sign-up form, or invoice executed by Customer and CapEngage specifying the subscription plan, MAU quota, pricing, and Subscription Term.
• "Services" means the CapEngage multi-tenant SaaS platform, predictive AI modules, journey orchestration engines, APIs, mobile/web SDKs, and administrative interfaces provided by CapEngage.

Subject to Customer's timely payment of subscription fees and compliance with this Agreement, CAPENGAGE TECHNOLOGY SOLUTIONS PRIVATE LIMITED grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the active Subscription Term strictly for Customer's internal business operations.

License Restrictions:

Customer shall not, and shall not permit any third party to:

• Copy, modify, frame, mirror, disassemble, reverse engineer, decompile, or attempt to derive source code from the Services or underlying AI models.
• Sublicense, lease, rent, time-share, or operate the Services as a commercial service bureau or white-label reseller without explicit written authorization.
• Use the Services to store or transmit infringing, libelous, unlawful, or tortious material, or material in violation of third-party privacy rights.
• Transmit malicious code, viruses, Trojan horses, or corrupt files that may harm platform infrastructure or other tenants.
• Attempt to gain unauthorized access to the Services, secondary tenant accounts, or underlying cloud networks.
• Conduct automated vulnerability scanning, load testing, or penetration testing against CapEngage endpoints without prior written authorization.

Customer is solely responsible for all activities occurring under Customer's administrative account and credentials. Customer agrees to:

• Maintain the confidentiality and security of administrative usernames, passwords, API secret keys, and SDK tokens.
• Enforce strong Multi-Factor Authentication (MFA) across all staff login roles accessing the CapEngage administrative panel.
• Ensure that all Authorized Users comply with the terms of this Agreement and our Acceptable Use Policy.
• Promptly notify CapEngage at security@capengage.com upon discovering any unauthorized access, API key leakage, or account compromise.

The Services enable Customer to dispatch communications across multiple channels (Email, Push, SMS, WhatsApp, In-App). Customer represents and warrants that:

• Customer has obtained explicit, verifiable opt-in consent from all end-user recipients prior to dispatching marketing messages across any channel.
• Customer's messaging practices comply with all applicable telecommunication rules, including CAN-SPAM, TCPA, EU ePrivacy Directive, GDPR, and TRAI TCCCPR regulations.
• Customer will honor end-user opt-out requests, unsubscribe requests, and WhatsApp opt-outs immediately through automated platform webhooks or suppression lists.
• Customer is solely responsible for all messaging content, promotional copy, subject lines, links, and media assets dispatched through the Services.

CapEngage provides AI Copilot tools for automated journey creation, content generation, subject line optimization, and predictive audience scoring. The following terms govern AI usage:

• Ownership of Output: As between Customer and CapEngage, Customer retains ownership of all marketing text, recommendations, and subject lines generated by AI Copilot for Customer ("AI Output").
• Human Oversight: Customer acknowledges that AI Output is provided as an automated writing assistant. Customer is solely responsible for reviewing, verifying, and approving all AI Output prior to message dispatch.
• Zero Training Guarantee: CapEngage warrants that Customer Data, prompt inputs, and AI Output are NEVER used to train, fine-tune, or inform public or third-party AI models.

Subscription fees are billed in advance on a recurring monthly or annual basis as specified in the applicable Order Form. Fees are calculated based on Monthly Active User (MAU) usage tiers as described in our Billing & Subscription Policy.

• Non-Refundable: All payment obligations are non-cancelable and all fees paid are non-refundable, except as expressly provided under our Refund & Cancellation Policy or SLA.
• Overages: Usage exceeding tier allocations will be billed at standard prorated overage rates at the end of the billing cycle.
• Tax Responsibility: Subscription fees exclude all taxes, levies, or duties. Customer agrees to pay Goods and Services Tax (GST 18% for domestic Indian entities), sales tax, VAT, or statutory withholding taxes assessed by applicable tax authorities.

Customer Data Ownership: Customer retains all right, title, and interest in and to all Customer Data. Customer grants CapEngage a non-exclusive, worldwide, royalty-free license to host, store, encrypt, transmit, and process Customer Data solely as necessary to provide, maintain, and secure the Services.

CapEngage IP: CapEngage retains all right, title, and interest in and to the Services, underlying platform software, web/mobile SDKs, REST/GraphQL APIs, proprietary AI algorithms, UI designs, trademarks, and documentation. No rights are granted to Customer hereunder other than as expressly set forth herein.

Each party ("Receiving Party") agrees to protect the non-public business, technical, or financial information disclosed by the other party ("Disclosing Party") marked as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, and sub-processors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein.

By CapEngage: CapEngage shall defend Customer against any third-party claim alleging that the un-modified Services infringe any valid patent, copyright, or trademark, and shall indemnify Customer for court-awarded damages or settlement amounts approved in writing by CapEngage.

By Customer: Customer shall defend and indemnify CapEngage against any third-party claim arising out of or related to: (a) Customer Data; (b) Customer's breach of messaging compliance laws (CAN-SPAM, TCPA, TRAI, GDPR); or (c) Customer's violation of our Acceptable Use Policy.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT.
• CAPENGAGE'S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

Term & Auto-Renewal: Subscriptions automatically renew for successive terms equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the current term.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

Suspension: CapEngage reserves the right to suspend Customer's access to the Services immediately without prior notice if: (a) Customer's account is overdue by more than thirty (30) days; (b) Customer violates our Acceptable Use Policy; or (c) suspension is required to prevent security threats to the platform.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation or breach, shall be referred to and finally resolved by binding arbitration under the Indian Arbitration and Conciliation Act, 1996. The arbitration panel shall consist of a sole arbitrator appointed by CapEngage. The seat and venue of arbitration shall be Mumbai / Raigad, Maharashtra, India. The language of arbitration shall be English. Courts in Maharashtra, India shall have exclusive jurisdiction over any court proceedings.

Entire Agreement: This Agreement, including all Order Forms, DPA, and incorporated policies, constitutes the complete and exclusive statement of agreement between the parties.

Force Majeure: Neither party shall be liable for performance delays caused by events beyond reasonable control, including natural disasters, acts of war, telecommunication carrier failures, or global internet routing disruptions.

Contact: Notices under this Agreement shall be sent in writing to CAPENGAGE TECHNOLOGY SOLUTIONS PRIVATE LIMITED at legal@capengage.com.