Master Service Agreement

2.1 License. Subject to payment of fees and compliance with this Agreement, Auxition grants Client a non-exclusive, non-transferable, limited license to access and use the Service during the Subscription Term.

2.2 Service Levels. Auxition targets 99.9% monthly uptime excluding scheduled maintenance. Scheduled maintenance will be announced 24 hours in advance.

2.3 Support. Auxition provides email and live chat support during business hours. Response time: 2 hours for critical issues, 24 hours for general queries.

2.4 Modifications. Auxition may modify the Service at any time. Material changes that reduce functionality will be communicated 30 days in advance.

3.1 Compliance. Client shall use the Service in compliance with all applicable laws including but not limited to CAN-SPAM Act, GDPR, CASL, PECR, and AU Spam Act 2003.

3.2 Acceptable Use. Client shall not use the Service to send unsolicited communications, harass individuals, violate any person's privacy rights, or engage in any fraudulent activity.

3.3 Account Security. Client is responsible for maintaining the confidentiality of account credentials and all activities occurring under Client's account.

3.4 Data Accuracy. Client represents that all data uploaded to the Service has been obtained through lawful means and Client has the right to process such data.

4.1 Subscription Fees. Client agrees to pay the subscription fees applicable to their selected plan as listed on auxition.com/pricing at the time of subscription.

4.2 Billing Cycle. Fees are billed monthly in advance. Annual plans are billed annually in advance at a discounted rate.

4.3 Payment Processing. Payments are processed by Razorpay. By providing payment information, Client authorizes Auxition to charge the applicable fees.

4.4 Late Payment. If payment fails, Client will have 7 days to update payment information before service is suspended. Service will resume immediately upon successful payment.

4.5 Refunds. Auxition offers a free trial period. After trial ends and payment is processed, fees are non-refundable except where required by applicable law.

4.6 Price Changes. Auxition may change subscription prices with 30 days notice. Changes apply at next billing cycle renewal.

5.1 Data Processing. Auxition processes Client Data solely to provide the Service and as described in the Privacy Policy at auxition.com/privacy.

5.2 Data Security. Auxition implements industry-standard security measures including AES-256-GCM encryption, isolated databases per client, and 24/7 security monitoring.

5.3 GDPR Compliance. For clients subject to GDPR, Auxition acts as a Data Processor. Client acts as Data Controller and is responsible for the lawful basis of processing.

5.4 Data Retention. Client Data is retained for the duration of the Subscription Term plus 30 days. Client may request immediate deletion at any time via auxition.com/privacy.

5.5 Breach Notification. In the event of a data breach affecting Client Data, Auxition will notify Client within 72 hours of becoming aware of the breach.

6.1 Obligations. Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent.

6.2 Exceptions. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

6.3 Duration. Confidentiality obligations survive termination of this Agreement for a period of 3 years.

7.1 Auxition IP. Auxition retains all rights to the Service, including all software, algorithms, AI models, and documentation. This Agreement grants no ownership rights to Client.

7.2 Client IP. Client retains all rights to Client Data. Client grants Auxition a limited license to process Client Data solely to provide the Service.

7.3 Feedback. If Client provides feedback or suggestions, Auxition may use such feedback without restriction or compensation to Client.

8.1 Exclusion of Damages. To the maximum extent permitted by law, Auxition shall not be liable for any indirect, incidental, special, consequential, or punitive damages including lost profits, lost revenue, or lost business opportunities.

8.2 Liability Cap. Auxition's total aggregate liability to Client for any claims arising under this Agreement shall not exceed the total fees paid by Client in the 30 days preceding the claim.

8.3 Essential Basis. The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties.

9.1 Term. This Agreement commences on the date Client activates a subscription and continues until terminated.

9.2 Termination by Client. Client may terminate at any time by cancelling their subscription from the Settings page. Access continues until end of current billing period.

9.3 Termination by Auxition. Auxition may terminate this Agreement immediately if Client violates the Acceptable Use Policy, fails to pay fees, or engages in illegal activity.

9.4 Effect of Termination. Upon termination, Client's access to the Service will cease. Client Data will be deleted within 30 days unless earlier deletion is requested.

10.1 Governing Law. This Agreement is governed by the laws of India without regard to conflict of law provisions.

10.2 Dispute Resolution. The parties agree to first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration.

10.3 International Clients. For clients outside India, Auxition agrees to ICC arbitration rules as an alternative dispute resolution mechanism.

10.4 Class Action Waiver. Each party waives any right to bring claims as a class action or in a representative capacity.

11.1 Entire Agreement. This Agreement together with the Privacy Policy and Terms of Service constitutes the entire agreement between the parties.

11.2 Amendments. Auxition may update this Agreement with 30 days notice. Continued use of the Service constitutes acceptance of updated terms.

11.3 Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

11.4 Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement rights.

11.5 Assignment. Client may not assign this Agreement without Auxition's written consent. Auxition may assign this Agreement in connection with a merger or acquisition.