Last revised: Apr 18, 2025
This Master Subscription Agreement (this “Agreement”) is effective as of the effective date of an applicable signed Exhibit A/Statement Of Work ( “SOW” and such date the “Effective Date”) and is by and between Proshort.AI (“Supplier/Proshort/
Company”) and the customer set forth on the SOW and accepts this MSA (each, a “Customer”). In the event of any inconsistency
or conflict between the terms of the MSA and the terms of any SOW, the terms of the SOW control. Unless as otherwise indicated
on an applicable SOW, certain of Company's obligations under this MSA will not apply, as further described below.. Client and
Supplier are collectively the “Parties”, and each is individually a “Party”. The Parties agree as follows:
1. Scope of Services
1.1. Subject to the terms and conditions in this Agreement, Client agrees to purchase from Supplier, and Supplier agrees to provide to Client, access to the subscription services (“Services”), rights to reports and other materials and content generated or outputted by or through the use of the Services (“Reports”), as more fully detailed in a statement of work in the form set out in Exhibit A (each such statement of work, an “SOW”).
2. Usage Rights and Intellectual Property Rights
2.1. Client agrees that all right, title, and interest, including without limitation, all intellectual property, industrial property and moral rights (“IPR”), in and to the Services, Reports, and all updates, upgrades, modifications, changes, or enhancements to any of the of the foregoing, shall be the sole and exclusive property of Supplier or Supplier’s licensors.
2.2. Subject to the terms, conditions and restrictions set forth herein, Supplier hereby grants to Client a non- exclusive, non-perpetual, non-transferable and revocable right during the Subscription Period (as set forth in the applicable SOW) to use the Services on a hosted basis for the limited purposes set forth herein. The Services may be accessed and used only by Client’s employees who access the Services through Proshort Platform (each, a “User”). Client has the right to use the Services, and has the right to download and use, the Content, the Reports, Documentation, and Deliverables, for Client’s own internal business purposes.
2.3. Client shall not lease, loan, sublicense, resell for profit, distribute or otherwise grant any rights in Services, Reports, Documentation, or Deliverables, in any form to any other party, including commercial time-sharing, rental, or service bureau use. Client shall not delete any identifying marks, copyrights or proprietary right notices from the Services, or any Documentation, Deliverables, or Reports. Client shall not directly or indirectly modify, translate, decompile, create or attempt to create, by reverse engineering or otherwise, the object or source code of any software provided in connection with the Services or adapt the Services, or any Documentation, Deliverables, or Reports in any way or use them to create derivative works. Client shall not engage in any “spamming”, or any offensive, harassing or illegal conduct in connection with its access to or use of the Services or any Documentation, Reports, or Deliverables.
2.4. Supplier reserves the right, in its sole discretion, and from time to time, to change the format or content of the Services, the Documentation, and the Reports or update, modify or enhance the Services, the Documentation, and the Reports whether or not such changes, updates, modifications or enhancements would require changes to Client’s systems or Client’s modes of operation.
2.5. Use of Client Logos: Proshort may use the Client’s and its affiliated product logos for promotional purposes, showcasing the Client as a customer of Proshort. The Client agrees to provide the preferred logo graphics for use on the Proshort website and other promotional materials.
3. Acceptance & Payment Terms
3.1. The services and terms of Proshort are deemed accepted by Client upon installation and usage by the users/employees of the client.
3.2. All prices and fees and billing and payment terms are as set forth in the applicable SOW; provided, that, unless shorter payment terms are agreed in the applicable SOW, Client shall pay each invoice within 30 days following Client’s receipt of such invoice. All prices and fees stated in an SOW are exclusive of taxes. Client shall be responsible for all applicable taxes arising out of this Agreement (other than Supplier’s corporate income taxes). If applicable law requires Client to withhold any taxes or other amounts levied on payments to be made pursuant to this Agreement (“Withholding Tax”), Client shall take advantage of the lowest withholding tax provided for either by the applicable tax treaty then in force or under the local law and shall be entitled to deduct such Withholding Tax from the payments due to Supplier hereunder. Client shall obtain and provide to Supplier any certificate of exemption or similar documents required to exempt any transaction under this Agreement from sales tax, use tax or other tax liability.
4. Warranty Disclaimer
4.1 Proshort is only acting as an online facilitator, and any User Content posted by the User does not represent the views/ clarifications of the Supplier and the Supplier makes no guarantee as to the validity, accuracy or legal status of any User Content.
4.2 The Supplier makes no representation, warranty or guarantee as to the quality, accuracy, completeness, performance or fitness for any particular purpose of the Services, tools etc. provided through Proshort. Some of the Services provided here will be through third-party service providers and Proshort doesn’t take any guarantee of any loss caused due to the actions of such third-party service providers. The contents of Proshort could include technical or typographical errors. Any reliance you place on such information is therefore strictly at your own risk.
4.3 OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OR AS REQUIRED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND PROSHORT DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICES. FOR EXAMPLE, PROSHORT DOES NOT MAKE ANY WARRANTIES ABOUT: (A) THE USER CONTENT PROVIDED THROUGH THE SERVICES; (B) THE SPECIFIC FEATURES OF PROSHORT, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY USER CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON PROSHORT.
4.4 The Supplier tries to keep Proshort, bug-free, and safe, but you agree to use it at your own risk. Proshort is providing the Services “as-is” without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company makes no representations or warranties that Proshort is appropriate or available for use in all geographical locations.
4.5 You agree to upload/keep your data on Proshort at your own risk. Proshort is not responsible for misuse of your data by another user or by a third party. The Supplier does not guarantee that your data will always be intact or that your data will not be erased or formatted. However, the Supplier shall take necessary precautions to the best of its abilities to safeguard your data without being erased or lost.
4.6 The Supplier is not responsible for the actions, content, information, or data of third parties, and you release the Company, the Company’s directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.
4.7 The Supplier is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, providers, computer equipment, software, failure of communication on account of technical problems, or traffic congestion on the internet or at any website or combination thereof, including injury or damage to you or to any other person’s computer related to or resulting from participating or downloading materials in connection with the web or in connection with the Services provided by Proshort.
4.8 Artificial Intelligence (AI) Usage: The Supplier shall not use any User Content, including but not limited to data, files, or materials provided by the Client or posted by the end-users on the Supplier’s SaaS platform, to train, develop, test, or fine-tune any artificial intelligence or machine learning models, whether for the Supplier’s internal use or for any third party. This includes the prohibition of using User Content in datasets for training or testing AI algorithms, creating derivative works for AI, or applying any form of AI-driven data analysis that could lead to the identification or use of patterns from User Content for AI-related purposes without the express written consent of the Client.
5. Client Responsibilities
5.1. Client shall use reasonable efforts to prevent unauthorized access or use of the Services, or Reports by any person other than those Users expressly designated by Client. The client can limit the access to various groups of the app from the administrator portal
5.2. Client shall ensure that Client and all Users comply with all applicable laws, including without limitation, all applicable export and privacy laws, the Telephone Consumer Protection Act and all applicable regulations of the Federal Communications Commissions, and all of Supplier’s and all of its licensor’s and third-party supplier’s (such licensors and suppliers, collectively, “Third-Party Providers”) regulations, guidelines and rules. Supplier and Third-Party Providers may modify or replace their regulations, guidelines and rules any time and from time to time. If Supplier is informed by government authorities or other parties of inappropriate or illegal use of the Services or other networks accessed through the Services, or Supplier otherwise learns of such use or has reason to believe such use may be occurring, then Client shall cooperate in any resulting investigation by Supplier or government authorities. If Client fails to cooperate with any such investigation or determination, or fails to immediately rectify any illegal use, Supplier may immediately suspend Supplier’s obligations under this Agreement and Client’s access to the Services. Further, upon notice to Client, Supplier may modify or suspend Client’s access to the Services, or terminate this Agreement, (a) as necessary to comply with any law or regulation as reasonably determined by Supplier or (b) if deemed reasonably necessary by Supplier to prevent any harm to Supplier or its business.
5.3. No Reverse Engineering. Licensee shall not reverse engineer, reverse compile or disassemble the Technology, or otherwise attempt to derive the source code to any Software licensed/shared under this Agreement.
6. Confidentiality and Non-Disclosure Obligations
6.1. All non-public information disclosed by either party in connection with this Agreement or obtained by either party or its representatives in connection with this Agreement, whether disclosed or obtained prior to, during or at the end of the Term or Subscription Period, shall be construed as “Confidential Information”. Neither party shall disclose the Confidential Information to any third party and shall not make use of such Confidential Information in any manner not contemplated in this Agreement during the Term of this Agreement or following the expiration or termination of this Agreement.
6.2. Both parties shall return or destroy any and all copies of Confidential Information stored in whatever form at the earlies to occur upon request, or the expiry or termination of this Agreement or the Subscription Period, and shall, upon request by either party, provide a written confirmation of such destruction.
7. Indemnity
7.1. If anyone brings a claim against Proshort related to your actions, User Content submitted by you, you will indemnify and hold the supplier harmless from and against all damages, losses, and expenses of any kind, including reasonable legal fees and costs, related to such claim. The supplier shall also have the right to hold you or such other person liable for the damages, losses and expenses which the supplier may incur and initiate proceedings in any appropriate courts or other forums for your material breach of these Terms. Although the supplier provides rules for your conduct, Proshort does not control or direct your actions on Proshort Application and is not responsible for the User Content you transmit or share on or use on Proshort or for any of your actions in using the Services. The supplier is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable User Content you may encounter on Proshort. Proshort is not responsible for your conduct, whether online or offline through your use of the Services.
7.2. Neither party (the "Supplier" or the "Client") shall be required to indemnify, defend, or hold harmless the other party, its affiliates, directors, officers, employees, or agents from any third-party claims, liabilities, damages, losses, or expenses (including legal fees) arising out of or related to this Agreement.
Each party shall be solely responsible for its own acts, omissions, or breaches of this Agreement and shall not seek or claim indemnification or reimbursement from the other party for any costs, damages, or liabilities incurred in connection with such acts or breaches.
8. Limitation of Liability. IN NO EVENT SHALL SUPPLIER/CLIENT OR ANY THIRD-PARTY PROVIDER OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, AGENTS, SUPPLIERS OR CONTRACTORS (EACH, A “SUPPLIER PARTY”) BE LIABLE TO OTHER PARTY FOR SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING CLAIMS CAUSED BY ANY EITHER PARTY’S OWN NEGLIGENCE), AND REGARDLESS OF WHETHER EITHER PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF EITHER PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE FEES ACTUALLY PAID TO SUPPLIER UNDER THIS AGREEMENT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
9. Term and Termination
9.1. Upon termination, the Client will be responsible for payment of all services rendered up to the date of termination. The Company will cease all services immediately upon receipt of the termination notice.
9.2. If payments are past due for more than thirty days, Supplier may disable access or cease provision of any Services or Consulting Services with prior notice to Client.
9.3. Both parties have the right to terminate the agreement in the event of a material breach. If a material breach occurs and remains uncured for 30 days following written notice from the non-breaching party, the non-breaching party may terminate the agreement. In the case of the Client terminating due to an uncured material breach by the Supplier, the Client shall be entitled to a pro-rata refund for any prepaid, unused services.
9.4. Either party may terminate this Agreement for any reason by providing the other party with a written notice of termination at least thirty (30) days in advance. The termination shall take effect upon the expiration of the notice period unless otherwise mutually agreed in writing. All obligations incurred or rights accrued by either party prior to the effective date of termination shall remain enforceable and unaffected by such termination.
10. Miscellaneous
10.1. No Amendment: No amendments, alterations, and modifications shall be binding unless in a writing signed by the Parties.
10.2. Assignment: The assignment of rights and obligations under this agreement shall be mutual and limited to circumstances involving a merger, acquisition, or sale of substantially all assets. In such cases, either party may assign its rights and obligations without the consent of the other party. Any other assignment requires the prior written consent of the non-assigning party. Client may not resell the Services, the Consulting Services, the Reports, the Deliverables, or the Documentation without Supplier’s written consent, which may be withheld for any reason or no reason at all.
10.3. Order of Precedence/Paramountcy: In the event of a conflict among the documents composing this Agreement, the order of precedence will be: (a) this Agreement first and then the SOW. In no event will the terms and conditions in Client’s purchase order, or any similar document provided by Client, apply to this Agreement. Any terms in any such documents are expressly rejected.
10.4. Dispute Resolution: This Agreement, and all disputes arising out of or relating to this Agreement, shall be referred to arbitration, as per Arbitration and Conciliation Act, 1996. Aggrieved Party may prefer to approach the court of law, i.e., may refer the same to courts located in “Bangalore, Karnataka, India, OR Delaware, US” and each Party hereby irrevocably accepts and consents to the exclusive jurisdiction of such courts and that such venue would be convenient.
10.5. Force Majeure: Supplier shall not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation, any act of war, acts of God, pandemic, epidemic, quarantine, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, acts of third parties, failures of third-party software or equipment, power or electrical failures and internet and connectivity failures.
If the Supplier is unable to perform its obligations under this agreement due to a Force Majeure event, the Supplier shall promptly notify the Client. If the Force Majeure event lasts for more than 20 consecutive days, the Client shall have the right to terminate the agreement and receive a pro-rata refund for any prepaid, unused services.
10.6. Severability; Waiver. If any provisions in this Agreement is not enforceable, the remainder of this Agreement shall remain in full force and effect. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, for any reason, the invalidity, illegality or unenforceability of that provision will not affect any other provisions in this Agreement, but the invalid, illegal, or unenforceable provision will be substituted with a valid provision which most closely approximates the intent and the economic effect of the invalid, illegal, or unenforceable provision and which would be enforceable to the maximum extent permitted in the jurisdiction.
11. NFR (Not-For-Resale)
11.1. The Client acknowledges and agrees that any products, software, or services provided under this agreement are intended solely for internal use and evaluation purposes and are not to be resold, sublicensed, or distributed to third parties without the express prior written consent of the Supplier. If the Client is a reseller, they must obtain specific authorization from the Supplier for any resale activities and comply with all applicable terms, conditions, and pricing outlined in a separate Reseller Agreement or addendum to this MSA.
12. Joint PR
Both parties agree to collaborate on a joint press release (PR) to announce the launch/integration of Client and Proshort. The content, timing, and distribution of the PR will be mutually decided and approved by both parties prior to publication. Each party shall have the right to review and provide feedback to ensure alignment with their respective brand guidelines and messaging.