Skip to content

LEGAL

Master Subscription Agreement (template)

DRAFT — NOT FOR EXECUTION WITHOUT LEGAL REVIEW

Between: ZyvorAI Labs Private Limited (“Zyvor”, “Licensor”)
And: ____ (“Customer”)
Effective date: ______

1. Agreement structure

This MSA governs Customer’s purchase of subscriptions and services. Each Order Form incorporates this MSA by reference. Conflicts: Order Form prevails for commercial terms; this MSA prevails for general legal terms unless Order Form expressly overrides.

Incorporated documents (as applicable): Enterprise License Agreement (ELA), Support SLA, Data Processing Agreement (DPA), Acceptable Use Policy, Export Compliance Addendum.

2. Services and software

Zyvor may provide (a) Software (self-hosted or delivered binaries), (b) Hosted Services (if any), and (c) Support as specified on an Order Form. All Zyvor product Software is proprietary. Third-party components in builds remain under their respective licenses only as to those components.

3. License grant

Subject to payment and compliance, Zyvor grants Customer a non-exclusive, non-transferable (except as permitted), limited license to use Software and Hosted Services for Customer’s internal business purposes during the subscription term, within licensed metrics on the Order Form.

4. Restrictions

Customer shall not (and shall not permit third parties to):

  • Reverse engineer, decompile, or derive source from commercial enterprise modules (except to the extent mandatory law permits and Zyvor receives prior notice);
  • Circumvent license or technical protection measures;
  • Sublicense, resell, or provide the Software as a managed service to third parties without a written reseller or MSP agreement;
  • Remove proprietary notices;
  • Use Software in violation of the AUP or export laws.

5. Benchmarking

Customer may not publicly disclose benchmark or performance results relating to the Software without Zyvor’s prior written consent, except where prohibited by applicable law.

6. Fees and taxes

Fees per Order Form. Invoices due per payment terms. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Customer is responsible for taxes excluding Zyvor’s income taxes.

7. Confidentiality

Each party may receive Confidential Information of the other. The receiving party will protect it with reasonable care and use it only for the purpose of this agreement. Exclusions: public domain, independently developed, rightfully received without restriction.

8. Warranties and disclaimers

Zyvor warrants that it will provide Support and Hosted Services (if any) with commercially reasonable skill. EXCEPT AS STATED, SOFTWARE AND SERVICES ARE PROVIDED “AS IS.” ZYVOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Security, attestation, and AI (limitations)

Attestation / confidential computing: Features relating to confidential computing, attestation, trusted execution environments, or hardware roots of trust may reduce certain attack surfaces but do not guarantee absolute security. Customer is responsible for architecture, configuration, and operational security.

AI / automation: AI-generated recommendations, diagnostics, remediation suggestions, and policy proposals are advisory. Customer retains responsibility for approving changes in production environments.

Compliance: Customer is solely responsible for determining whether deployments satisfy applicable regulatory, sovereign, export, sectoral, or data-protection obligations.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY’S AGGREGATE LIABILITY ARISING FROM THIS MSA SHALL EXCEED THE FEES PAID BY CUSTOMER TO ZYVOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

Some jurisdictions do not allow certain limitations; in those cases, liability is limited to the fullest extent permitted.

11. Indemnity

Customer will defend and indemnify Zyvor against third-party claims arising from Customer’s unlawful use, violation of AUP, or Customer Content. Zyvor will defend Customer against claims that the Software infringes a third-party IP right, subject to exclusions (combinations, modifications, non-current versions, remedies).

12. Term and termination

Term per Order Form. Either party may terminate for material breach uncured thirty (30) days after notice. On termination, Customer ceases use and certifies deletion of Software (subject to backup retention limits). Sections that by nature survive will survive.

13. Governing law

India — courts at Pune, Maharashtra, unless Order Form specifies otherwise for a specific region and Zyvor agrees in writing.

14. General

Entire agreement; amendments in writing; no waiver by delay; assignment with consent (not unreasonably withheld) except Zyvor may assign to an affiliate or successor; force majeure; notices to addresses on Order Form / legal@zyvor.dev.

ZyvorAI Labs Private Limited
By: ____
Name: ______
Title: Director

Customer
By: ____
Name: ___
Title: _____