Subscription Agreement

Introduction

This Getello.ai Master Subscription Agreement (“MSA”) is effective as of the effective date of an applicable signed order form (“Order Form” and such date the “Effective Date”) and is by and between PurpleTalk India, Pvt. Ltd., an Indian company with a place of business at Hyderabad, Telangana, India (“Company”), and the customer identified on the Order Form and accepts this MSA (“Customer”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control.

The “Services” mean the products and services that are ordered by Customer from Company in an Order Form referencing this MSA, including voice AI capabilities for handling calls, transcriptions, and related outputs. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of this MSA, the Company will make the Services available to Customers during the Term.

1. SaaS Services and Support

1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. The company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customers with reasonable technical support services via electronic mail on weekdays during the hours of 9:00 am through 9:00 pm Indian Standard Time, with the exclusion of Indian Holidays (“Support Hours”). Customers may initiate a helpdesk ticket any time by emailing support@getello.ai. Company will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

1.3 Service Level. Company will use commercially reasonable efforts to make the Services available 99% of the time (measured on a monthly basis, excluding scheduled maintenance windows of which Customer is notified at least 48 hours in advance and force majeure events). In the event availability falls below 99% in any calendar month (excluding excluded events), Customer may be eligible for a service credit equal to 5% of the monthly Fees for that month per additional 1% below 99% (up to a maximum of 25% credit), applied against the next invoice. This represents the sole and exclusive remedy for availability issues.

2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from India or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the Indian government or any other Indian or foreign agency or authority. As defined in relevant regulations, the Software and documentation are “commercial items”. Consistent with applicable regulations, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's Acceptable Use Policy (available at https://getello.ai/acceptable-use-policy or as otherwise provided to Customer, the “AUP”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

2.5 The Services utilize artificial intelligence technologies, including generative AI for voice interactions, transcriptions, and outputs (“AI Outputs”). Customer acknowledges and agrees that: (i) AI Outputs may contain inaccuracies, hallucinations (fabricated or incorrect information presented confidently), biases, incompletenesses, or inappropriate content due to the probabilistic and experimental nature of AI; (ii) Customer is solely responsible for evaluating, verifying, and validating all AI Outputs before relying on or using them; (iii) AI Outputs should not be relied upon as professional advice and are not a substitute for human review, especially in high-stakes contexts such as medical, legal, financial, safety-critical, or regulated decisions; and (iv) Company makes no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any AI Outputs. Customer assumes all risks associated with use of or reliance on AI Outputs.

2.6 If the Services include call recording, transcription, storage, or processing of voice communications (“Call Data”), Customer is solely responsible for: (i) obtaining all necessary consents, notices, and permissions from call participants as required by applicable laws, including but not limited to the Digital Personal Data Protection Act, 2023 (“DPDP Act”), Telecom Regulatory Authority of India (TRAI) regulations, and any other relevant telecom, privacy, or wiretapping laws in India or jurisdictions where calls originate or terminate; (ii) ensuring compliance with one-party or all-party consent requirements (as applicable); and (iii) handling any regulatory filings, do-not-call obligations, or commercial communication restrictions. Company is not responsible for Customer's compliance with such laws and disclaims any liability arising from Customer's failure to obtain consents or comply with regulations related to Call Data.

2.7 Customer's use of the Services is subject to the AUP (incorporated herein by reference). The AUP prohibits, among other things, illegal activities, infringement of third-party rights, excessive automated usage that burdens the system, and any use that could harm the Services or other customers. Violation of the AUP may result in suspension or termination as set forth herein.

3. Confidentiality; Proprietary Rights

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services, including Call Data (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer Data Ownership. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Data Processing. Company's collection, processing, security, and handling of Customer Data (including any personal data under the DPDP Act) shall be governed by the Getello.ai Data Processing Addendum (available at https://getello.ai/dpa or attached to the Order Form, the “DPA”), which is incorporated herein by reference. Company will maintain reasonable administrative, technical, and physical safeguards to protect Customer Data, including encryption in transit and at rest where appropriate, and will use subprocessors only in accordance with the DPA. Upon termination, Company will delete or return Customer Data in accordance with the DPA timelines.

3.4 Data Collection and Analysis. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. Payment of Fees

4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company seven (7) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than taxes based on Company's net income.

5. Term and Termination

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5.3 Suspension Rights. Notwithstanding the foregoing, Company may immediately suspend Customer's access to the Services (without liability) if: (i) Customer's use poses a material security risk to the Services or others; (ii) Customer is engaging in abusive, fraudulent, or illegal activities (including violation of the AUP or applicable telecom/privacy laws); or (iii) required by law or a governmental authority. Company will use reasonable efforts to provide advance notice of suspension where practicable.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING THE ACCURACY OF ANY AI OUTPUTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION AND SUBJECT TO SECTION 2.5, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Indemnity

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Service is not strictly in accordance with this Agreement.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Miscellaneous

9.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

9.2 This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

9.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

9.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

9.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

9.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

9.7 This Agreement shall be governed by the laws of India without regard to its conflict of laws provisions.

9.8 With the exception of payment obligations, neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party's reasonable control.