Master Subscription Agreement

Effective Date: January 1, 2026 | Version: 2.0 (Enterprise)

This Master Subscription Agreement (this “Agreement”) is entered into by and betweenCloudFinOps, a registered MSME entity organized under the laws of India (Reg: UDYAM-PB-20-0114306) (“Provider”), and the entity or individual placing an order for or accessing the Service (“Customer”).

1. Definitions

“Authorized User” means an employee or contractor that Customer authorizes to access the Service.
“Customer Data” means electronic data and information submitted by or for Customer to the Service, excluding Non-Identifiable Aggregated Data.
“Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights.
“Service” means the CloudFinOps SaaS platform for cloud cost optimization and anomaly detection.

2. Access and Use

2.1 Provision of Access

Subject to payment of applicable Fees, Provider grants Customer a non-exclusive, non-transferable right to access and use the Service during the Term for its internal business operations. This access is limited to the specific cloud accounts (AWS/Azure) authorized by the Customer.

2.2 Restrictions

Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service; (b) modify, translate, or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels.

3. Service Level Agreement (SLA)

Uptime Commitment: Provider will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle.

If the Service Availability is less than 99.9%, Provider will issue a credit to Customer for the following month equal to 10% of the monthly fee for every 1% of downtime, capped at 50% of the monthly fee.

4. Confidentiality

4.1 Definition

“Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider’s Confidential Information includes the Service, the underlying software, and the results of any performance tests.

4.2 Protection

Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.

5. Proprietary Rights

5.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, Provider reserves all of its right, title and interest in and to the Service, including all of its related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2 Feedback

Customer grants Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation of the Service.

6. Indemnification

Provider shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Customer in connection with any such claim.

7. Limitation of Liability

LIMITATION: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.

EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES: IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES.

8. Term and Termination

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated. Either party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy.

9. General Provisions

9.1 Governing Law

This Agreement shall be governed by the laws of India. The exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be the courts located in Mohali/Chandigarh, Punjab.

9.2 Anti-Corruption

Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Provider’s employees or agents in connection with this Agreement.

9.3 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money) for causes beyond that party’s reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes, or internet service provider failures.

CloudFinOps • Zirakpur, Punjab, India • sambhav@cloudfinops.solutions