Master Service Agreement

a company incorporated under the Companies Act, 2013, having Corporate Identity Number (CIN) U62011MH2023PTC414675, having its registered office at:

HD-102, 13th FloorWeWerk 247 ParkLal Bahadur Shastri RoadGandhi NagarVikhroli WestMumbai – 400079Maharashtra, India

GSTIN: 27ABMCS2111C1ZQ

(hereinafter referred to as "ServerSage", "Company", "Service Provider", "we", "our" or "us"),

AND

The individual, partnership, LLP, company, government body, institution, reseller, distributor, or other legal entity identified in the applicable Service Order, Quotation, Proposal, Customer Portal, or Statement of Work,

(hereinafter referred to as the "Customer", "Client", "Subscriber", or "you").

ServerSage and the Customer are individually referred to as a "Party" and collectively as the "Parties."

1. PURPOSE OF THIS AGREEMENT

This Master Service Agreement establishes the general legal, commercial, technical, and operational terms governing all products and services provided by ServerSage to the Customer.

Individual purchases may be documented through:

• Quotations
• Service Orders (SO)
• Statements of Work (SOW)
• Purchase Orders
• Order Confirmations
• Subscription Orders
• Online Orders
• Renewal Orders

Each such document shall incorporate this Agreement by reference unless expressly agreed otherwise in writing.

2. SCOPE OF SERVICES

This Agreement applies to all present and future products and services supplied by ServerSage, including but not limited to:

Cloud Infrastructure

• Virtual Private Servers (VPS)
• Windows VPS
• Linux VPS
• Cloud Compute
• GPU Cloud
• Private Cloud
• Hybrid Cloud
• Public Cloud

Dedicated Infrastructure

• Dedicated Servers
• Bare Metal Servers
• High Performance Compute Servers
• Storage Servers

Backup & Disaster Recovery

• Backup as a Service (BaaS)
• Disaster Recovery as a Service (DRaaS)
• Offsite Backup
• Cloud Backup
• Managed Backup

Business Applications

• Tally on Cloud
• Remote Desktop Services
• Business Email Hosting
• Microsoft 365
• Google Workspace

Managed Services

• Server Administration
• Windows Administration
• Linux Administration
• Database Administration
• Monitoring Services
• Patch Management
• Firewall Management
• Security Monitoring
• Performance Optimization

Network Services

• VPN
• Firewall
• Load Balancing
• DNS Services
• IP Management

Professional Services

• Migration
• Consulting
• Deployment
• Installation
• Training
• Technical Assessments

Additional Services

Any additional services purchased by the Customer from time to time shall automatically become governed by this Agreement unless expressly agreed otherwise.

3. DEFINITIONS

For the purposes of this Agreement:

Account

means the Customer account maintained by ServerSage for ordering, managing or using Services.

Affiliate

means any entity directly or indirectly controlling, controlled by, or under common control with either Party.

Authorized User

means an employee, contractor, consultant or representative authorized by the Customer to access the Services.

Business Day

means Monday through Saturday excluding public holidays observed in Maharashtra, India.

Confidential Information

means all commercial, financial, technical, operational or business information disclosed by one Party to the other which is identified as confidential or which reasonably ought to be understood as confidential.

Customer Data

means all information, databases, applications, emails, files, backups, configurations, logs, documents and other electronic information uploaded, generated, stored or processed by or on behalf of the Customer using the Services.

Customer Environment

means all virtual machines, dedicated servers, cloud resources, operating systems, software, applications, databases, storage, configurations and workloads owned, controlled or managed by the Customer.

Documentation

means user guides, manuals, technical documentation and operational procedures published by ServerSage.

Effective Date

means the earlier of:

• execution of this Agreement;
• acceptance through the Customer Portal;
• acceptance of a quotation;
• issuance of a Service Order;
• first use of the Services; or
• payment for any Services.

Force Majeure Event

means an event beyond the reasonable control of a Party including natural disasters, fire, flood, earthquake, pandemic, war, terrorism, labour disputes, government actions, internet backbone failures, cyber-attacks, or widespread power failures.

Managed Services

means services where ServerSage has expressly agreed in writing to perform administration, monitoring, maintenance or operational activities on behalf of the Customer.

Order

means any quotation, purchase order, service order, online order, renewal order or Statement of Work accepted by both Parties.

Services

means all products and services supplied by ServerSage under this Agreement.

Service Commencement Date

means the date on which ServerSage makes the purchased Services available to the Customer.

Statement of Work (SOW)

means a written document describing specific services, deliverables, milestones or implementation activities.

Support Services

means technical assistance provided by ServerSage in accordance with the applicable Support Policy and Service Level Agreement.

4. ORDER OF PRECEDENCE

In the event of any conflict between documents, the following order of precedence shall apply:

• Signed Enterprise Agreement (if any)
• Signed Statement of Work (SOW)
• Signed Service Order
• Quotation accepted by ServerSage
• Master Service Agreement
• Service Level Agreement (SLA)
• Data Processing Addendum (if applicable)
• Privacy Policy
• Acceptable Use Policy
• KYC & eKYC Policy
• Refund & Cancellation Policy
• Other published policies

Specific written agreements executed by both Parties shall prevail over standard published policies to the extent of any inconsistency.

5. TERM OF AGREEMENT

This Agreement shall commence on the Effective Date and shall remain in force until terminated in accordance with its terms.

Individual Services may have separate subscription periods, billing cycles, renewal terms, or contract durations specified in the applicable Service Order or Quotation.

Termination of one Service shall not automatically terminate this Agreement or other active Services unless expressly agreed.

6. SERVICE ORDERS

No obligation shall arise on ServerSage to provide Services until an Order has been accepted.

An Order may be accepted through:

• Signed quotation
• Customer Portal acceptance
• Email confirmation
• Purchase Order accepted by ServerSage
• Online payment
• Subscription activation
• Digital acceptance through the ServerSage website

Each accepted Order forms part of this Agreement.

Any changes to an accepted Order must be agreed in writing by both Parties or processed through the ServerSage Customer Portal where applicable.

7. SERVICE PROVISIONING

Following acceptance of an Order and receipt of any applicable payments or approvals, ServerSage shall use commercially reasonable efforts to provision the Services within the estimated timelines communicated to the Customer.

Provisioning timelines are estimates only and may vary depending on:

• Hardware availability
• Customer readiness
• Third-party licensing
• KYC verification
• Technical dependencies
• Import restrictions
• Force Majeure Events
• Security reviews
• Compliance requirements

Provisioning shall be deemed complete when the Service has been made available to the Customer together with the relevant access credentials or activation confirmation.

8. CUSTOMER RESPONSIBILITIES

The Customer acknowledges that the quality, security, performance, and availability of the Services depend not only upon the infrastructure provided by ServerSage but also upon the Customer's own systems, applications, configurations, security practices, and operational procedures.

Accordingly, the Customer agrees to perform and remain solely responsible for the following obligations throughout the term of this Agreement.

8.1 General Responsibilities

The Customer shall:

• provide complete, accurate, and current information during registration and throughout the term of the Agreement;
• ensure that all information submitted to ServerSage remains accurate and promptly notify ServerSage of any material changes;
• maintain authorized contacts capable of making technical, operational, and commercial decisions;
• cooperate with ServerSage during provisioning, maintenance, troubleshooting, upgrades, migrations, and incident response;
• promptly respond to requests for information reasonably required for the delivery of the Services;
• comply with all applicable laws, regulations, industry standards, and government requirements.

8.2 Account Security

The Customer is solely responsible for maintaining the confidentiality and security of all credentials issued for access to the Services.

The Customer shall:

• protect usernames and passwords;
• implement strong password policies;
• enable Multi-Factor Authentication (MFA) wherever available;
• restrict administrative access to authorized personnel only;
• immediately revoke access for former employees or contractors;
• promptly notify ServerSage of any suspected unauthorized access or credential compromise.

ServerSage shall not be responsible for losses arising from compromised customer credentials, weak passwords, credential sharing, or unauthorized access resulting from the Customer's failure to maintain appropriate security controls.

8.3 Customer Applications

Unless expressly included within a Managed Services Agreement, the Customer shall be solely responsible for:

• installation of applications;
• application licensing;
• application updates;
• application security;
• database administration;
• operating system configuration;
• application compatibility;
• software maintenance;
• software patching;
• application performance.

ServerSage provides infrastructure services and does not warrant the functionality, compatibility, or performance of customer-installed software.

8.4 Customer Data

The Customer retains sole ownership and responsibility for all Customer Data stored, processed, transmitted, or generated using the Services.

The Customer shall be solely responsible for:

• accuracy of Customer Data;
• legality of Customer Data;
• obtaining all required consents;
• compliance with privacy laws;
• compliance with contractual obligations owed to third parties;
• protecting confidential information;
• classifying sensitive information;
• ensuring appropriate encryption where necessary.

ServerSage does not monitor, review, or validate Customer Data except where required by law, for security purposes, or to investigate abuse.

8.5 Customer Backup Responsibility

The Customer expressly acknowledges that protecting Customer Data is the Customer's responsibility unless Backup as a Service (BaaS), Managed Backup Services, or Disaster Recovery Services have been separately purchased from ServerSage under a written agreement.

Unless expressly agreed otherwise, the Customer shall be solely responsible for:

• creating backups of all data;
• defining backup schedules;
• selecting backup retention periods;
• monitoring backup success;
• verifying backup integrity;
• maintaining off-site backup copies where appropriate;
• periodically testing restoration procedures;
• implementing disaster recovery procedures;
• maintaining Recovery Point Objectives (RPO);
• maintaining Recovery Time Objectives (RTO);
• ensuring business continuity requirements are satisfied.

The Customer expressly acknowledges and agrees that:

• RAID does not constitute a backup.
• High Availability (HA) does not constitute a backup.
• Replication does not constitute a backup.
• Storage redundancy does not constitute a backup.
• Snapshots are not guaranteed backups and should not be relied upon as the sole method of data protection.
• Virtual machine snapshots are intended for short-term operational purposes and are not a substitute for scheduled backups.

Failure by the Customer to maintain adequate backups shall not create any liability on the part of ServerSage.

8.6 Recovery of Data

Where Customer Data is deleted, corrupted, encrypted by ransomware, damaged by software malfunction, or otherwise becomes unavailable, the Customer acknowledges that recovery is dependent upon the availability and integrity of valid backups.

ServerSage shall not guarantee recovery of Customer Data unless:

• valid backups exist;
• backup services have been purchased;
• restoration falls within the agreed service scope.

Any restoration services requested outside the contracted scope may be treated as Professional Services and may incur additional charges.

8.7 Customer Security Responsibilities

The Customer shall implement appropriate technical and organizational security measures including:

• antivirus protection;
• endpoint security;
• operating system updates;
• application patching;
• firewall configuration;
• secure remote access;
• vulnerability management;
• least-privilege access controls;
• encryption where appropriate;
• security monitoring.

For unmanaged services, ServerSage shall have no obligation to manage or maintain the Customer's operating systems, applications, or security controls.

8.8 Licensing Responsibility

Unless expressly included within the purchased Services, the Customer shall obtain and maintain all necessary licenses for software installed or used within its environment, including but not limited to:

• Microsoft Windows;
• Microsoft SQL Server;
• Microsoft Remote Desktop Services (RDS);
• Microsoft Office;
• Linux commercial subscriptions;
• cPanel;
• Plesk;
• DirectAdmin;
• WHMCS;
• Oracle;
• VMware software;
• database software;
• antivirus software; and
• any third-party software.

The Customer shall indemnify ServerSage against claims arising from the Customer's use of unlicensed software.

8.9 Compliance with Laws

The Customer agrees to comply with all applicable laws, regulations, sanctions, export controls, licensing requirements, taxation obligations, and governmental directives relating to its use of the Services.

The Customer shall not use the Services for any unlawful purpose, including activities prohibited under the ServerSage Acceptable Use Policy.

8.10 Cooperation During Incidents

The Customer shall cooperate fully with ServerSage during:

• security incidents;
• abuse investigations;
• malware incidents;
• ransomware incidents;
• network attacks;
• legal investigations;
• regulatory inquiries;
• service restoration activities.

Failure to cooperate may delay restoration of Services or require temporary suspension to protect the ServerSage platform or other customers.

8.11 Customer Acknowledgement

The Customer acknowledges and agrees that ServerSage provides cloud infrastructure, hosting, networking, storage, and related services as described in the applicable Service Order.

Except where expressly agreed in writing under a Managed Services Agreement, ServerSage does not undertake responsibility for:

• administration of customer applications;
• management of customer operating systems;
• customer software configuration;
• database management;
• software updates;
• cybersecurity monitoring of customer applications;
• backup management;
• disaster recovery planning;
• regulatory compliance specific to the Customer's industry.

The Customer remains solely responsible for the operation, management, security, and compliance of its own workloads hosted on the Services.

9. SERVERSAGE RESPONSIBILITIES

Subject to the terms and conditions of this Agreement, ServerSage shall use commercially reasonable efforts to provide the Services purchased by the Customer in accordance with the applicable Service Order, Statement of Work (SOW), Service Level Agreement (SLA), and published technical specifications.

The Customer acknowledges that ServerSage is an Infrastructure as a Service (IaaS), Platform Services, Managed Services, and Cloud Solutions Provider, and that ServerSage's obligations are limited to the Services expressly purchased by the Customer.

9.1 Service Delivery

ServerSage shall:

• Provision the Services substantially in accordance with the applicable Service Order.
• Provide the infrastructure resources purchased by the Customer.
• Allocate computing resources, storage, networking, IP addresses, and other subscribed resources.
• Provide access credentials necessary for using the Services.
• Use commercially reasonable efforts to maintain the availability of the Services in accordance with the applicable SLA.
• Maintain the underlying cloud infrastructure required to operate the Services.

Provisioning timelines communicated by ServerSage are estimates unless expressly guaranteed in writing.

9.2 Infrastructure Management

Unless otherwise agreed in writing, ServerSage shall be responsible only for the management and maintenance of the underlying infrastructure, including:

• Physical Servers
• Compute Infrastructure
• Hypervisors
• Storage Systems
• SAN/NAS Infrastructure
• Core Networking
• Internet Connectivity
• Core Routers
• Switches
• Firewall Infrastructure owned and managed by ServerSage
• Public IP Infrastructure
• Datacenter Environmental Controls
• Power Systems
• Rack Infrastructure
• Virtualization Platform
• Host Operating Systems
• Cluster Infrastructure
• Monitoring Systems

ServerSage shall determine the architecture, configuration, maintenance schedule, and lifecycle management of its infrastructure.

9.3 Infrastructure Security

ServerSage shall implement commercially reasonable administrative, physical, and technical safeguards to protect its infrastructure, including, where appropriate:

• Network firewalls
• Access control systems
• Infrastructure monitoring
• Security logging
• Multi-factor authentication for administrative access
• Vulnerability management
• Security patch management
• Anti-malware controls on managed systems
• Physical datacenter security
• Environmental monitoring
• Hardware redundancy where applicable
• Incident response procedures

The Customer acknowledges that no infrastructure can be guaranteed to be completely secure.

9.4 Service Availability

ServerSage shall use commercially reasonable efforts to achieve the service availability targets specified in the applicable Service Level Agreement (SLA).

Availability calculations shall exclude:

• Scheduled Maintenance
• Emergency Maintenance
• Customer-caused outages
• Third-party failures
• Internet backbone failures
• DNS failures outside ServerSage's control
• Software failures within the Customer Environment
• Customer misconfiguration
• Force Majeure Events
• Suspension under this Agreement

Service Credits, where applicable, shall constitute the Customer's sole and exclusive remedy for SLA failures, except where otherwise required by applicable law.

9.5 Planned Maintenance

ServerSage may perform planned maintenance to maintain or improve the security, stability, performance, or reliability of the Services.

Where reasonably practicable:

• advance notice will be provided;
• maintenance shall be scheduled during low-impact periods; and
• maintenance activities shall be completed as efficiently as reasonably possible.

Scheduled maintenance shall not constitute a Service interruption for SLA purposes.

9.6 Emergency Maintenance

ServerSage may perform emergency maintenance without prior notice where reasonably necessary to:

• mitigate security threats;
• respond to cyber-attacks;
• replace failed hardware;
• protect customer environments;
• prevent infrastructure instability;
• comply with legal or regulatory obligations;
• restore critical services.

Emergency maintenance may result in temporary interruption of Services.

9.7 Managed Services

Where the Customer has purchased Managed Services, ServerSage shall provide only those management services expressly described in the applicable Service Order or Statement of Work.

Managed Services may include:

• Operating System Administration
• Patch Management
• Monitoring
• Health Checks
• Security Updates
• Performance Optimization
• Backup Monitoring
• Firewall Administration
• User Administration
• Incident Response

Any activity not expressly included within the purchased Managed Services shall be considered outside scope and may be chargeable as Professional Services.

9.8 Technical Support

ServerSage shall provide technical support in accordance with the applicable Support Policy and Service Level Agreement.

Support may include:

• Infrastructure incidents
• Hardware failures
• Host operating system issues
• Network connectivity issues
• Hypervisor issues
• Storage platform issues
• Platform monitoring alerts
• Service provisioning assistance

Unless expressly agreed otherwise, ServerSage is not responsible for supporting customer-developed applications, third-party software, databases, website code, or application-level configuration.

9.9 Data Protection

ServerSage shall process Customer Data only as reasonably necessary to provide the Services, comply with applicable laws, or protect the security and integrity of the Services.

ServerSage shall implement reasonable safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

Nothing in this Agreement transfers ownership of Customer Data to ServerSage.

9.10 Confidentiality

ServerSage shall maintain the confidentiality of the Customer's Confidential Information and shall not disclose such information except:

• with the Customer's authorization;
• to approved subcontractors subject to confidentiality obligations;
• where required by law;
• where necessary to provide the Services;
• where necessary to investigate fraud, abuse, or security incidents.

9.11 Professional Services

Professional Services such as migrations, consulting, implementation, audits, training, or custom engineering shall be governed by the applicable Statement of Work.

Unless expressly stated otherwise:

• Professional Services are performed during normal business hours.
• Delivery dates are estimates.
• Customer delays may affect project timelines.
• Additional work outside the agreed scope may incur additional charges.

9.12 Subcontractors

ServerSage may engage qualified subcontractors, vendors, cloud providers, datacenter operators, telecommunications providers, software vendors, or other third parties to assist in providing the Services.

ServerSage shall remain responsible for the performance of its obligations under this Agreement notwithstanding the use of subcontractors.

9.13 Continuous Improvement

ServerSage reserves the right to:

• upgrade infrastructure;
• replace hardware;
• improve network architecture;
• implement new security technologies;
• modify operational procedures;
• introduce automation;
• replace software components;
• migrate workloads within its infrastructure,

provided such changes do not materially reduce the functionality of the Services purchased by the Customer.

9.14 Suspension for Security

Where ServerSage reasonably believes that continued operation of the Customer's Services may:

• threaten the security of the ServerSage platform;
• facilitate cyber-attacks;
• expose other customers to risk;
• violate applicable law;
• cause network instability; or
• result in abuse of the Services,

ServerSage may immediately isolate, suspend, block, or restrict the affected Services without prior notice.

Where reasonably practicable, ServerSage will notify the Customer promptly after taking such action.

9.15 No Responsibility for Customer Environment

Except where expressly included within purchased Managed Services, ServerSage shall have no responsibility for:

• Customer applications;
• Customer operating systems;
• Website content;
• Customer databases;
• Email content;
• Source code;
• Software bugs;
• Customer security policies;
• User administration;
• Password management;
• Software licensing;
• Data integrity;
• Backup management;
• Disaster recovery planning;
• Regulatory compliance specific to the Customer's business.

The Customer acknowledges that ServerSage's role is limited to providing the contracted infrastructure and related services.

9.16 Reservation of Rights

ServerSage reserves all rights not expressly granted under this Agreement.

Nothing in this Agreement shall obligate ServerSage to provide products, features, customizations, integrations, support levels, or services beyond those expressly agreed in the applicable Service Order or Statement of Work.

10. SERVICE LEVELS & SUPPORT SERVICES

ServerSage shall provide technical support and service availability in accordance with this Agreement, the applicable Service Order, and the current Service Level Agreement ("SLA").

The Customer acknowledges that different Services may have different service levels, response targets, and support entitlements depending upon the purchased plan.

Unless expressly agreed otherwise in writing, this Section governs all support services provided by ServerSage.

10.1 Service Level Agreement

The applicable ServerSage Service Level Agreement ("SLA") forms an integral part of this Agreement.

The SLA defines, among other things:

• Service Availability Targets
• Planned Maintenance
• Emergency Maintenance
• Support Response Targets
• Service Credits
• Incident Priorities
• Exclusions
• Customer Responsibilities

In the event of any inconsistency between this Agreement and the SLA regarding operational support commitments, the SLA shall prevail.

10.2 Scope of Technical Support

ServerSage shall provide technical support only for Services purchased from ServerSage.

Support may include:

• Infrastructure availability
• Hardware failures
• Hypervisor issues
• Storage platform issues
• Public networking
• Internal cloud networking
• Host operating systems
• Physical server failures
• Cloud platform issues
• Provisioning assistance
• Infrastructure migrations initiated by ServerSage
• Platform security incidents

Support shall be limited to infrastructure owned or managed by ServerSage.

10.3 Excluded Support

Unless expressly included within a Managed Services Agreement or Statement of Work, ServerSage is not responsible for:

• Customer applications
• Website development
• Software debugging
• Source code modifications
• Database tuning
• Customer email configuration
• Customer security policies
• Third-party software installation
• Printer configuration
• Desktop support
• End-user support
• Customer LAN/WAN troubleshooting
• Customer Internet Service Providers
• Customer-owned hardware
• Mobile device configuration
• Microsoft Office usage
• Accounting software usage
• ERP application support
• CRM application support
• Website content management

Such requests may be provided as Professional Services at ServerSage's prevailing rates.

10.4 Support Channels

Customers may request support through one or more of the following official channels:

• Customer Support Portal
• Email Support
• Telephone Support
• Emergency Hotline (where subscribed)
• Live Chat
• Remote Support Session
• Customer Portal

Support requests received through unofficial channels may not be considered valid support requests.

10.5 Support Hours

Unless otherwise specified in the applicable Service Order:

Infrastructure Support

Infrastructure incidents affecting production services are monitored and supported on a 24 Hours a Day, 7 Days a Week, 365 Days a Year (24×7×365) basis.

General Technical Support

General technical assistance, service requests, administrative requests, quotations, licensing requests, and non-critical support are provided during normal business hours:

Monday to Saturday

10:00 AM to 7:00 PM IST

excluding declared public holidays.

10.6 Incident Classification

ServerSage may classify incidents according to their operational impact.

Priority 1 (Critical)

Examples include:

• Complete production outage
• Core infrastructure unavailable
• Major storage failure
• Complete network outage
• Multiple customer impact
• Security breach affecting production infrastructure

Target Response:

Within 30 Minutes

Priority 2 (High)

Examples include:

• Significant service degradation
• Single production server unavailable
• Backup failures affecting production
• Performance degradation with no acceptable workaround

Target Response:

Within 1 Hour

Priority 3 (Medium)

Examples include:

• Partial loss of functionality
• Individual service issues
• Configuration assistance
• Non-critical software issues

Target Response:

Within 4 Business Hours

Priority 4 (Low)

Examples include:

• General questions
• Information requests
• Documentation requests
• Billing coordination
• Minor configuration changes

Target Response:

Within 1 Business Day

10.7 Response Time

Response Time means the period between:

• receipt of a valid support request; and
• acknowledgement by a ServerSage support engineer.

Response Time does not constitute a commitment to resolve the issue within that period.

10.8 Resolution Time

Resolution Time depends upon numerous factors including:

• Issue complexity
• Customer cooperation
• Third-party vendor involvement
• Hardware availability
• Software vendor response
• Internet provider response
• Customer approvals
• Change management requirements

Accordingly, ServerSage does not guarantee fixed resolution times unless expressly agreed in writing.

10.9 Customer Cooperation

The Customer agrees to cooperate fully during incident investigation and resolution.

The Customer shall:

• provide requested logs;
• provide screenshots where applicable;
• provide remote access where necessary;
• nominate technical contacts;
• respond promptly to support requests;
• perform reasonable testing when requested.

Failure to cooperate may delay incident resolution.

10.10 Escalation

Where an incident cannot be resolved within a reasonable period, ServerSage may escalate the matter internally to:

• Senior Support Engineers
• Infrastructure Engineers
• Network Engineers
• Storage Specialists
• Virtualization Engineers
• Security Engineers
• Product Specialists
• Engineering Management

Escalation shall be determined by ServerSage based on technical requirements.

10.11 Scheduled Maintenance

ServerSage may perform scheduled maintenance for:

• Security updates
• Firmware upgrades
• Infrastructure upgrades
• Hardware replacement
• Storage optimization
• Capacity expansion
• Network improvements
• Hypervisor updates

Where reasonably practicable, advance notice will be provided through the Customer Portal, email, or other designated communication channels.

Scheduled maintenance windows are excluded from SLA availability calculations.

10.12 Emergency Maintenance

ServerSage may undertake emergency maintenance without prior notice where necessary to:

• Protect platform security
• Prevent widespread outages
• Replace failed infrastructure
• Address critical vulnerabilities
• Comply with legal or regulatory requirements
• Respond to cyber incidents

Emergency maintenance shall not constitute a breach of this Agreement.

10.13 Service Credits

Where specifically provided under the applicable SLA, the Customer may be eligible for Service Credits if ServerSage fails to meet committed service availability targets due solely to reasons within ServerSage's reasonable control.

Service Credits:

• apply only to future invoices;
• are not refundable in cash unless required by applicable law;
• must be requested within thirty (30) days of the relevant incident;
• are subject to verification by ServerSage.

Service Credits constitute the Customer's exclusive contractual remedy for SLA failures unless otherwise required by applicable law.

10.14 Abuse of Support Services

Customers shall not misuse support services by:

• submitting repetitive or duplicate requests;
• making abusive or threatening communications;
• requesting work outside the purchased service scope;
• intentionally providing misleading information;
• attempting to bypass support processes.

ServerSage reserves the right to prioritize, defer, or decline requests that fall outside the contracted scope of Services or violate this Agreement.

10.15 Professional Services

Services outside the purchased support entitlement, including but not limited to:

• complex troubleshooting;
• application migrations;
• software upgrades;
• database optimization;
• security consulting;
• custom scripting;
• performance tuning;
• architecture reviews;
• infrastructure redesign;

may be delivered under a separate Statement of Work or charged at ServerSage's prevailing Professional Services rates.

10.16 Support Contacts

The Customer shall nominate one or more authorized technical contacts.

ServerSage may rely upon instructions received from such authorized contacts for operational matters relating to the Services.

The Customer is responsible for ensuring that authorized contact information remains current.

10.17 Modification of Support Services

ServerSage may periodically update its support procedures, escalation processes, communication channels, and operational practices, provided that such changes do not materially reduce the support services purchased by the Customer.

11. MANAGED SERVICES

This Section applies only where the Customer has expressly purchased Managed Services under an applicable Service Order, Statement of Work ("SOW"), or Managed Services Plan.

Where Managed Services have not been purchased, ServerSage shall have no obligation to perform the activities described in this Section.

11.1 Scope of Managed Services

Managed Services are professional operational services provided by ServerSage to assist the Customer in administering, monitoring, maintaining, and optimizing designated IT infrastructure and systems.

Managed Services may include, depending upon the subscribed service plan:

Infrastructure Management

• Virtual Machine Administration
• Dedicated Server Administration
• Cloud Infrastructure Management
• Hypervisor Administration
• Storage Administration
• Cluster Management
• Resource Optimization
• Capacity Planning

Operating System Management

• Microsoft Windows Server Administration
• Linux Server Administration
• Operating System Installation
• Operating System Configuration
• Operating System Hardening
• Security Updates
• Patch Management
• Performance Optimization

Network Administration

• Firewall Configuration
• VPN Configuration
• VLAN Configuration
• Routing
• Load Balancer Configuration
• Network Monitoring
• IP Management
• DNS Configuration

Security Management

• Security Patch Deployment
• Vulnerability Assessment
• Security Hardening
• Firewall Rule Management
• Antivirus Management (where applicable)
• Security Event Investigation
• Log Review
• Security Recommendations

Monitoring Services

• Server Health Monitoring
• CPU Monitoring
• Memory Monitoring
• Storage Monitoring
• Network Monitoring
• Service Availability Monitoring
• Backup Monitoring
• Infrastructure Alerts

Backup Management

Where Backup as a Service has also been purchased:

• Backup Schedule Configuration
• Backup Monitoring
• Backup Failure Investigation
• Backup Reporting
• Backup Verification
• Restoration Assistance

11.2 Managed Services Exclusions

Unless specifically agreed in writing, Managed Services do not include:

• Software Development
• Application Development
• Website Design
• ERP Customization
• CRM Customization
• Accounting Support
• User Training
• Data Entry
• Desktop Support
• Printer Support
• End User Device Support
• Mobile Device Support
• Customer Internal Network Management
• ISP Troubleshooting
• Recovery of data where no valid backup exists
• Cyber Insurance
• Regulatory Compliance Audits
• Third-party Vendor Management beyond reasonable coordination

Any work outside the agreed Managed Services scope shall be treated as Professional Services and may be subject to additional charges.

11.3 Customer Responsibilities

Even where Managed Services are purchased, the Customer remains responsible for:

• Business applications
• Business processes
• Customer-owned software licensing
• Application functionality
• Data accuracy
• User management decisions
• Business approvals
• Compliance with industry-specific regulations
• Customer-owned hardware not managed by ServerSage

The Customer shall provide timely access, approvals, and information reasonably required for ServerSage to perform Managed Services.

11.4 Access Authorization

The Customer authorizes ServerSage personnel to access the Customer Environment solely to the extent reasonably necessary to perform the purchased Managed Services.

Such access may include:

• Administrative Login
• Remote Desktop Access
• SSH Access
• Virtual Console Access
• Hypervisor Access
• VPN Access
• Secure Remote Management Tools

ServerSage shall use commercially reasonable efforts to restrict access to authorized personnel only.

11.5 Change Management

Routine operational changes may be performed by ServerSage where necessary to deliver Managed Services.

Material changes affecting production systems shall normally require Customer approval unless:

• required to address an active security threat;
• necessary to prevent service failure;
• necessary to restore service availability;
• required by law; or
• previously authorized under an approved Change Management process.

Emergency changes may be implemented without prior approval where delay would materially increase operational or security risk.

11.6 Patch Management

Where included within the purchased Managed Services, ServerSage shall use commercially reasonable efforts to deploy operating system security updates and patches.

The Customer acknowledges that:

• some patches may require system reboots;
• certain updates may affect application compatibility;
• third-party software compatibility remains the responsibility of the Customer;
• ServerSage is not responsible for defects introduced by software vendors.

The Customer is responsible for testing application compatibility where required.

11.7 Monitoring Services

Where monitoring services are included, ServerSage may monitor infrastructure metrics including:

• CPU Utilization
• Memory Utilization
• Storage Capacity
• Network Connectivity
• Service Availability
• Hardware Health
• Backup Status
• Operating System Availability

Monitoring is intended to assist operational management and does not guarantee prevention of outages or failures.

11.8 Backup Management

Where Managed Backup Services are purchased, ServerSage shall configure and monitor backup jobs in accordance with the agreed backup policy.

Unless expressly agreed otherwise:

• ServerSage does not determine the Customer's backup retention requirements.
• The Customer remains responsible for ensuring that backup schedules meet its legal, contractual, and operational obligations.
• The Customer should periodically request restoration testing to validate backup integrity.

Backup monitoring does not eliminate the possibility of data loss.

11.9 Disaster Recovery

Where Disaster Recovery (DR) services have been purchased:

ServerSage shall provide the services described in the applicable Service Order or DR Plan.

The Customer acknowledges that Recovery Point Objectives (RPO) and Recovery Time Objectives (RTO) are objectives only and may vary depending on:

• Incident severity
• Infrastructure availability
• Third-party dependencies
• Customer cooperation
• Data integrity
• Scope of the disaster event

11.10 Security Administration

Where security management forms part of the purchased Managed Services, ServerSage may perform:

• Firewall Administration
• Security Patch Deployment
• Security Configuration Reviews
• Log Monitoring
• Security Recommendations
• Incident Investigation
• Malware Investigation

ServerSage shall not guarantee that Managed Services will prevent all cyber-attacks, malware infections, ransomware incidents, or unauthorized access.

11.11 Third-Party Software

Managed Services relating to third-party software are limited to reasonable administrative assistance.

ServerSage does not warrant or guarantee:

• Third-party software functionality
• Software compatibility
• Vendor support
• Software performance
• Bug fixes
• Software updates supplied by third-party vendors

The Customer remains responsible for maintaining valid software licenses.

11.12 Customer Delays

ServerSage shall not be responsible for delays arising from:

• delayed Customer approvals;
• delayed provision of access;
• incomplete information;
• unavailable Customer personnel;
• Customer change requests;
• third-party vendor delays.

Project timelines and support activities may be extended accordingly.

11.13 Suspension of Managed Services

ServerSage may temporarily suspend Managed Services where:

• invoices remain overdue;
• Customer access is unavailable;
• required licenses are invalid;
• continued work would violate applicable law;
• Customer instructions create unreasonable security risks;
• Customer Environment contains malicious software that materially threatens ServerSage personnel or infrastructure.

Where reasonably practicable, ServerSage will notify the Customer before suspension.

11.14 No Guarantee of Business Outcomes

Managed Services are provided using commercially reasonable skill and care.

ServerSage does not guarantee:

• uninterrupted business operations;
• increased revenue;
• elimination of security incidents;
• compliance with industry-specific regulations;
• successful audits;
• software compatibility;
• prevention of all downtime;
• achievement of Customer business objectives.

The Customer remains responsible for business decisions and operational outcomes.

11.15 Transition of Managed Services

Upon termination of Managed Services, ServerSage may, subject to payment of applicable fees:

• provide reasonable transition assistance;
• transfer administrative credentials where appropriate;
• hand over available documentation;
• assist with migration to another provider under a separately agreed Statement of Work.

Transition assistance is subject to the Customer fulfilling all outstanding contractual and payment obligations.

12. PRICING, BILLING & PAYMENT TERMS

This Section governs all commercial terms applicable to the Services purchased by the Customer unless expressly varied by a separately executed Enterprise Agreement or Service Order.

12.1 Pricing

The prices applicable to the Services shall be those specified in the applicable:

• Quotation
• Service Order
• Statement of Work (SOW)
• Subscription Plan
• Renewal Notice
• Customer Portal
• Enterprise Agreement

Unless otherwise stated in writing:

• prices are exclusive of applicable taxes;
• prices are quoted in Indian Rupees (INR);
• international services may be invoiced in USD or another mutually agreed currency;
• pricing is confidential between the Parties.

ServerSage reserves the right to revise pricing for future purchases, renewals, upgrades, or new Services upon reasonable notice.

Existing fixed-term contracts shall remain unaffected until renewal unless otherwise agreed.

12.2 Service Orders

Each accepted Service Order shall specify, where applicable:

• Description of Services
• Quantity
• Configuration
• Contract Period
• Billing Cycle
• Setup Charges
• Recurring Charges
• Taxes
• Payment Terms
• Additional Commercial Terms

Each accepted Service Order forms an integral part of this Agreement.

12.3 Billing Cycle

Services may be billed under one of the following billing cycles:

• One-Time
• Monthly
• Quarterly
• Half-Yearly
• Annually
• Multi-Year
• Consumption Based
• Milestone Based

The applicable billing cycle shall be specified in the relevant Service Order.

Recurring Services shall continue to be billed until cancelled in accordance with this Agreement.

12.4 Setup Charges

Certain Services may require:

• Installation Charges
• Setup Charges
• Migration Charges
• Configuration Charges
• Professional Service Charges
• Onboarding Charges

Unless otherwise stated in writing, such charges are non-refundable once work has commenced.

12.5 Invoicing

ServerSage shall issue invoices electronically.

Invoices may be delivered through:

• Customer Portal
• Registered Email Address
• Billing Portal
• Other agreed electronic methods

The Customer shall ensure that billing contact information remains accurate and current.

Failure to receive an invoice due to incorrect contact information shall not relieve the Customer of its payment obligations.

12.6 Payment Due Date

Unless otherwise agreed in writing:

Invoices shall be payable within the period specified on the invoice.

For prepaid services, payment must be received before provisioning or renewal.

For approved credit accounts, payment shall be due on the invoice due date.

Time shall be of the essence regarding payment obligations.

12.7 Accepted Payment Methods

ServerSage may accept payment through one or more of the following methods:

• UPI
• NEFT
• RTGS
• IMPS
• Bank Transfer
• Credit Card
• Debit Card
• Net Banking
• Payment Gateway
• International Wire Transfer (SWIFT)
• Other approved electronic payment methods

ServerSage may modify accepted payment methods at any time.

12.8 Taxes

All prices are exclusive of applicable taxes unless expressly stated otherwise.

The Customer shall be responsible for:

• GST
• VAT
• Sales Tax
• Withholding Tax
• Customs Duties
• Import Duties
• Other applicable governmental charges

Where tax deduction at source (TDS) is applicable, the Customer shall provide valid TDS certificates within the statutory timelines.

12.9 Renewal Pricing

Recurring Services shall renew at the pricing applicable at the time of renewal unless:

• a fixed-price agreement exists;
• promotional pricing specifically continues; or
• otherwise agreed in writing.

ServerSage may revise renewal pricing by providing reasonable prior notice.

12.10 Resource Upgrades

Where the Customer requests additional resources including:

• RAM
• CPU
• Storage
• Bandwidth
• IP Addresses
• Backup Storage
• Software Licenses
• Additional Services

additional recurring and/or one-time charges shall apply in accordance with the prevailing price list or an accepted quotation.

Upgraded Services may be billed on a prorated basis where applicable.

12.11 Resource Downgrades

Requests to reduce subscribed resources shall be subject to:

• technical feasibility;
• minimum plan requirements;
• contractual commitments;
• applicable notice periods.

Downgrades shall normally become effective from the next billing cycle unless otherwise agreed.

Previously paid charges are non-refundable unless required by applicable law.

12.12 Late Payments

Failure to make payment by the due date constitutes a material breach of this Agreement.

Without limiting any other rights, ServerSage may:

• issue payment reminders;
• suspend Services;
• disable access;
• restrict administrative access;
• stop provisioning new Services;
• cancel pending orders;
• recover reasonable collection costs;
• terminate affected Services.

Suspension for non-payment shall not relieve the Customer of payment obligations.

12.13 Interest on Overdue Amounts

To the extent permitted by applicable law, overdue invoices may accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until full payment is received.

The charging of interest shall not prejudice any other rights or remedies available to ServerSage.

12.14 Suspension for Non-Payment

If any invoice remains unpaid after its due date, ServerSage may suspend or restrict one or more Services without further obligation to continue providing such Services until all outstanding amounts have been paid.

Where reasonably practicable, ServerSage will provide prior notice before suspension.

ServerSage shall not be liable for any loss of business, revenue, profits, goodwill, or data resulting from suspension due to non-payment.

12.15 Service Reactivation

Where Services have been suspended for non-payment, ServerSage may require:

• payment of all outstanding invoices;
• payment of accrued interest (where applicable);
• payment of reactivation charges;
• updated KYC information where required.

Reactivation shall be subject to resource availability and technical feasibility.

12.16 Billing Disputes

The Customer shall notify ServerSage in writing of any billing dispute within seven (7) days of the invoice date.

Undisputed portions of an invoice shall remain payable by the due date.

Failure to dispute an invoice within the specified period shall constitute acceptance of the invoice, except in cases of manifest error or fraud.

12.17 Credit Limits

Where ServerSage grants credit facilities:

• credit limits may be assigned;
• limits may be revised or withdrawn at any time;
• additional Services may be withheld where the Customer exceeds its approved credit limit.

Granting credit shall not constitute a waiver of ServerSage's right to require advance payment for future Services.

12.18 Refunds

Refunds shall be governed exclusively by the ServerSage Refund & Cancellation Policy.

Unless expressly required by law or agreed in writing:

• setup fees are non-refundable;
• provisioning fees are non-refundable;
• migration fees are non-refundable;
• software licenses are non-refundable;
• third-party services are non-refundable after activation.

12.19 Price Changes

ServerSage may revise pricing to reflect:

• supplier price changes;
• currency fluctuations;
• taxation changes;
• licensing costs;
• infrastructure costs;
• inflation;
• technology upgrades;
• regulatory changes.

Price changes shall apply prospectively and shall not affect prepaid periods unless expressly stated in writing.

12.20 Customer Financial Responsibility

The Customer acknowledges that:

• it is solely responsible for ensuring timely payment of all invoices;
• inability to use the Services does not automatically relieve payment obligations;
• payment obligations are independent of disputes with third parties;
• financial difficulties experienced by the Customer shall not excuse non-payment.

The Customer shall remain liable for all charges incurred until the applicable Services are validly terminated in accordance with this Agreement.

12.21 No Set-Off

Except where prohibited by applicable law or expressly agreed in writing, the Customer shall not withhold, deduct, set off, or reduce any payment due to ServerSage on account of any claim, dispute, counterclaim, or alleged deficiency.

12.22 Currency Exchange

Where Services are invoiced in a foreign currency, payments shall be made in the invoiced currency unless otherwise agreed.

Any bank charges, foreign exchange costs, intermediary bank fees, or remittance charges shall be borne by the Customer.

12.23 Electronic Records

Invoices, payment confirmations, account statements, billing records, and electronic transaction records maintained by ServerSage shall constitute prima facie evidence of amounts due, subject to applicable law.

13. CUSTOMER DATA, PRIVACY & DATA PROCESSING

ServerSage acknowledges that Customer Data is one of the Customer's most valuable business assets. This Section governs the ownership, processing, protection, confidentiality, retention, and handling of Customer Data in connection with the Services.

This Section shall be read together with the ServerSage Privacy Policy, Data Retention & Secure Disposal Policy, and Customer KYC & eKYC Policy.

13.1 Ownership of Customer Data

The Customer retains all right, title, and interest in and to all Customer Data.

Nothing contained in this Agreement transfers ownership of Customer Data to ServerSage.

Except as expressly permitted under this Agreement or required by law, ServerSage shall not:

• claim ownership of Customer Data;
• sell Customer Data;
• commercially exploit Customer Data;
• disclose Customer Data to unauthorized third parties.

13.2 Nature of Customer Data

Customer Data may include, without limitation:

• Business Information
• Personal Information
• Customer Records
• Databases
• Virtual Machines
• Operating System Files
• Emails
• Documents
• Images
• Videos
• Audio Files
• Source Code
• Applications
• ERP Data
• CRM Data
• Accounting Data
• Financial Records
• Healthcare Records
• Legal Documents
• Intellectual Property
• Backup Files
• Logs
• Configuration Files
• Machine Learning Models
• AI Training Data

ServerSage does not determine the nature, classification, legality, or sensitivity of Customer Data.

13.3 Customer Responsibilities

The Customer remains solely responsible for:

• the accuracy of Customer Data;
• the legality of Customer Data;
• obtaining all necessary consents;
• compliance with applicable privacy laws;
• compliance with contractual obligations owed to third parties;
• ensuring that Customer Data does not infringe any intellectual property rights;
• ensuring that Customer Data does not violate applicable laws.

The Customer represents and warrants that it possesses all necessary rights and permissions required to upload, process, transmit, store, and use Customer Data through the Services.

13.4 Data Processing

ServerSage processes Customer Data solely for the following purposes:

• providing the purchased Services;
• maintaining infrastructure;
• performing technical support;
• carrying out disaster recovery operations where purchased;
• monitoring service health;
• performing backup services where purchased;
• complying with legal obligations;
• investigating abuse or security incidents;
• protecting the integrity of the ServerSage platform.

ServerSage shall not process Customer Data for unrelated commercial purposes without the Customer's consent, except where required by applicable law.

13.5 Confidentiality of Customer Data

ServerSage shall use commercially reasonable efforts to maintain the confidentiality of Customer Data.

Access to Customer Data shall be limited to:

• authorized employees;
• authorized contractors;
• approved subcontractors;
• infrastructure administrators;
• security personnel,

strictly on a need-to-know basis for the purpose of delivering the Services.

All personnel with access to Customer Data shall be subject to appropriate confidentiality obligations.

13.6 Customer Privacy Obligations

The Customer acknowledges that it acts as the owner, controller, or otherwise responsible party for the personal information collected from its own customers, employees, vendors, or users.

Accordingly, the Customer shall be solely responsible for:

• publishing an appropriate Privacy Policy;
• obtaining all legally required consents;
• responding to data subject requests;
• complying with the Digital Personal Data Protection Act, 2023 (DPDP Act), the Information Technology Act, 2000, and any other applicable privacy laws;
• ensuring lawful collection and processing of personal information.

ServerSage does not assume the Customer's statutory privacy obligations.

13.7 Data Location

Customer Data may be stored, processed, replicated, or backed up at:

• ServerSage-owned infrastructure;
• third-party datacentres;
• cloud infrastructure providers;
• disaster recovery locations;
• backup storage locations,

depending upon the Services purchased by the Customer.

Where the Customer selects a specific geographic region or datacentre location, ServerSage shall use commercially reasonable efforts to maintain Customer Data within that region, except where temporary transfer is necessary for maintenance, disaster recovery, legal compliance, or operational continuity.

13.8 Cross-Border Data Transfers

Where Services involve infrastructure located outside India or where international cloud services are selected by the Customer, Customer Data may be transferred to or processed in other jurisdictions.

The Customer authorizes such transfers to the extent necessary to provide the Services.

ServerSage shall implement commercially reasonable safeguards for cross-border transfers in accordance with applicable law.

13.9 Customer Backup Responsibility

Unless expressly included within a purchased Backup as a Service (BaaS), Disaster Recovery Service, or Managed Backup Service, the Customer remains solely responsible for protecting its own data.

The Customer shall be responsible for:

• designing backup policies;
• maintaining backup schedules;
• validating backup integrity;
• maintaining off-site backups where appropriate;
• periodically testing restoration procedures;
• defining retention periods;
• defining Recovery Point Objectives (RPO);
• defining Recovery Time Objectives (RTO).

The Customer acknowledges that:

• RAID is not a backup.
• High Availability is not a backup.
• Replication is not a backup.
• Storage redundancy is not a backup.
• Snapshots should not be relied upon as the sole backup mechanism.

13.10 Backup Services Purchased from ServerSage

Where the Customer purchases Backup as a Service or Managed Backup Services:

ServerSage shall perform backup operations in accordance with the applicable Service Order.

However:

• backup schedules are based upon the purchased plan;
• retention periods depend upon the subscribed package;
• restoration success depends upon backup integrity;
• the Customer remains responsible for periodically verifying restoration procedures.

ServerSage does not guarantee that every backup will be free from corruption or that every restoration request will be successful.

13.11 Data Loss

The Customer acknowledges that data loss may occur due to circumstances beyond the reasonable control of ServerSage, including:

• Customer error;
• accidental deletion;
• software defects;
• database corruption;
• malware;
• ransomware;
• unauthorized access;
• hardware failures;
• third-party software failures;
• force majeure events.

Except where caused directly by ServerSage's gross negligence or willful misconduct, ServerSage shall not be liable for loss of Customer Data.

13.12 Customer Data Access

ServerSage personnel shall access Customer Data only where reasonably necessary to:

• provide technical support;
• perform Managed Services;
• investigate security incidents;
• restore backups;
• migrate infrastructure;
• comply with lawful requests;
• protect the security or integrity of the Services.

ServerSage shall not routinely access Customer content for business, marketing, or analytical purposes.

13.13 Data Retention

Customer Data shall be retained in accordance with:

• the applicable Service Order;
• the ServerSage Data Retention & Secure Disposal Policy;
• backup retention settings selected by the Customer;
• applicable legal requirements.

Following termination of Services, Customer Data may be permanently deleted after the applicable retention period unless otherwise agreed or required by law.

The Customer is responsible for retrieving all required data before termination of the Services.

13.14 Legal Requests

ServerSage may disclose Customer Data where required by:

• court orders;
• government authorities;
• law enforcement agencies;
• regulatory bodies;
• CERT-In directions;
• applicable laws.

Where legally permissible, ServerSage will use commercially reasonable efforts to notify the Customer before making such disclosure.

13.15 Data Security

ServerSage shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including where appropriate:

• Role-Based Access Controls (RBAC)
• Multi-Factor Authentication (MFA)
• Security Monitoring
• Encryption in transit where supported
• Physical Security Controls
• Network Firewalls
• Intrusion Detection and Prevention Systems
• Security Logging
• Vulnerability Management
• Patch Management
• Secure Administrative Access

No security system can guarantee absolute protection. The Customer acknowledges that the use of internet-connected services involves inherent cybersecurity risks.

13.16 Data Deletion

Upon termination or expiration of the Services, Customer Data may be:

• returned to the Customer where agreed;
• retained for legally required periods;
• archived in accordance with backup retention policies; or
• securely deleted.

ServerSage is under no obligation to retain Customer Data indefinitely after termination.

Requests for extended retention or migration assistance may be subject to additional charges.

13.17 Data Processing Subcontractors

ServerSage may engage trusted subcontractors, cloud providers, datacentre operators, storage providers, security service providers, and other vendors to assist in delivering the Services.

ServerSage shall ensure that such subcontractors are bound by appropriate confidentiality and data protection obligations consistent with this Agreement.

13.18 Survival

The obligations relating to confidentiality, privacy, data protection, permitted use of Customer Data, and secure disposal shall survive the termination or expiration of this Agreement for so long as ServerSage retains Customer Data or as otherwise required by applicable law.

14. INFORMATION SECURITY & CYBERSECURITY

ServerSage recognizes that information security is fundamental to the delivery of reliable cloud and managed services. Accordingly, ServerSage implements commercially reasonable administrative, physical, organizational, and technical safeguards designed to protect its infrastructure, systems, and Customer Data.

The Customer acknowledges that no system connected to the Internet can be guaranteed to be completely secure and that cybersecurity is a shared responsibility between ServerSage and the Customer.

14.1 Shared Responsibility Model

The Customer acknowledges that security responsibilities vary depending upon the Services purchased.

Unless expressly agreed otherwise under a Managed Services Agreement, the following shared responsibility model shall apply:

ServerSage Responsibilities

ServerSage shall be responsible for the security of:

• Physical Datacentres
• Physical Servers
• Hypervisors
• Cloud Infrastructure
• Core Network
• Storage Infrastructure
• Public Network Infrastructure
• Infrastructure Monitoring
• Platform Access Controls
• Infrastructure Firewalls
• Physical Access Controls
• Environmental Controls
• Infrastructure Patch Management
• Core Security Monitoring

Customer Responsibilities

The Customer shall remain responsible for securing:

• Operating Systems (unless managed)
• Applications
• Websites
• Databases
• Source Code
• User Accounts
• Password Policies
• API Keys
• SSH Keys
• SSL Certificates installed within Customer workloads
• Application Security
• Email Security
• Antivirus within Customer workloads
• Endpoint Security
• Identity Management
• Backup Policies
• Customer Compliance Requirements

14.2 Security Framework

ServerSage maintains commercially reasonable security practices including, where appropriate:

• Role-Based Access Control (RBAC)
• Principle of Least Privilege
• Multi-Factor Authentication (MFA)
• Network Segmentation
• Firewall Protection
• Security Logging
• Infrastructure Monitoring
• Patch Management
• Vulnerability Management
• Secure Administrative Access
• Backup Protection
• Physical Datacentre Security
• Asset Inventory Management
• Change Management Procedures
• Incident Response Procedures

ServerSage may periodically update its security controls to address evolving threats and industry best practices.

14.3 Physical Security

Where ServerSage owns or operates infrastructure, commercially reasonable physical safeguards may include:

• Biometric Access Controls
• Electronic Access Systems
• CCTV Surveillance
• Security Personnel
• Visitor Management
• Rack Security
• Environmental Monitoring
• Fire Detection Systems
• Fire Suppression Systems
• Redundant Power Systems
• UPS Systems
• Generator Backup
• Temperature Monitoring

Where third-party datacentres are used, physical security shall be governed by the applicable datacentre operator's policies.

14.4 Administrative Security

ServerSage shall maintain reasonable administrative controls including:

• Employee confidentiality obligations
• Background verification where appropriate
• Security awareness training
• Access approval procedures
• Periodic access reviews
• Separation of duties where appropriate
• Vendor management procedures
• Change management controls

Administrative access shall be granted only to authorized personnel with a legitimate business need.

14.5 Authentication & Access Control

ServerSage implements commercially reasonable authentication controls including:

• Multi-Factor Authentication for privileged administrative accounts where technically feasible
• Strong password requirements
• Secure credential storage
• Role-based administrative access
• Administrative activity logging
• Periodic credential review
• Access revocation for departing personnel

The Customer shall implement similar controls within its own environment.

14.6 Customer Security Obligations

The Customer shall implement reasonable security measures including:

• Strong passwords
• Multi-Factor Authentication where available
• Regular operating system updates
• Application patching
• Malware protection
• Firewall configuration
• Secure remote access
• Encryption where appropriate
• Regular vulnerability assessments
• User access reviews
• Secure disposal of credentials
• Monitoring of privileged accounts

Failure to maintain appropriate security controls may increase the risk of compromise for which ServerSage shall not be responsible.

14.7 Vulnerability Management

ServerSage may periodically:

• perform infrastructure vulnerability assessments;
• apply security updates;
• remediate critical vulnerabilities;
• replace vulnerable infrastructure components;
• update security configurations.

Customer-owned operating systems and applications remain the Customer's responsibility unless Managed Services have been purchased.

14.8 Security Patch Management

ServerSage shall use commercially reasonable efforts to apply security patches affecting the infrastructure under its management.

The Customer acknowledges that:

• emergency patches may require unscheduled maintenance;
• certain patches may require service interruptions;
• third-party software compatibility cannot be guaranteed.

Where operating system management is not included within the purchased Services, patch management remains solely the Customer's responsibility.

14.9 Security Monitoring

ServerSage may monitor its infrastructure for indicators of compromise including:

• unusual network activity;
• denial-of-service attacks;
• unauthorized access attempts;
• malware activity;
• infrastructure failures;
• abnormal resource utilization;
• suspicious authentication events.

Monitoring is intended to protect the integrity of the ServerSage platform and does not constitute continuous monitoring of Customer applications unless expressly agreed.

14.10 Incident Response

Where ServerSage identifies or reasonably suspects a security incident affecting its infrastructure, ServerSage may:

• investigate the incident;
• isolate affected systems;
• suspend compromised services;
• apply emergency security measures;
• preserve relevant logs;
• engage external specialists where necessary;
• notify affected Customers where appropriate.

The Customer agrees to cooperate fully during any security investigation.

14.11 Customer Security Incidents

The Customer shall promptly notify ServerSage if it becomes aware of:

• compromised credentials;
• unauthorized access;
• malware infections;
• ransomware attacks;
• distributed denial-of-service (DDoS) attacks;
• security vulnerabilities affecting hosted systems;
• data breaches;
• unauthorized disclosure of Customer Data.

Prompt reporting enables ServerSage to assist in protecting the platform and other customers.

14.12 Cybersecurity Cooperation

The Customer agrees to provide reasonable cooperation during cybersecurity investigations, including:

• providing logs;
• identifying affected systems;
• preserving evidence where reasonably requested;
• granting temporary access where necessary;
• implementing recommended containment measures.

Failure to cooperate may require ServerSage to isolate or suspend affected Services to protect other customers.

14.13 Penetration Testing

The Customer shall not conduct penetration testing, vulnerability scanning, stress testing, denial-of-service testing, or other intrusive security assessments against the ServerSage infrastructure without prior written approval.

Approved testing must:

• be coordinated with ServerSage;
• be limited to the Customer's own resources;
• avoid disruption to other customers;
• comply with applicable laws.

Unauthorized testing may be treated as a security incident.

14.14 Security Breaches

In the event of a confirmed security breach affecting ServerSage infrastructure, ServerSage shall use commercially reasonable efforts to:

• contain the incident;
• investigate the cause;
• restore affected services;
• notify affected Customers where legally required or operationally appropriate;
• implement corrective actions to reduce the likelihood of recurrence.

Nothing in this Agreement guarantees that all cyber threats can be prevented or eliminated.

14.15 Encryption

ServerSage may use encryption technologies where appropriate for:

• administrative communications;
• management interfaces;
• customer portals;
• data transmission;
• backup storage where applicable.

The Customer remains responsible for implementing encryption within its own applications, databases, file systems, and operating systems where required by its business or regulatory obligations.

14.16 Security Audits

ServerSage may periodically conduct internal or third-party assessments of its security controls.

The Customer acknowledges that proprietary security reports, vulnerability assessments, penetration testing reports, and internal audit findings constitute Confidential Information and shall not be disclosed except as required by law or under a separate written agreement.

14.17 Reservation of Security Rights

To protect the integrity, availability, and security of its infrastructure and other customers, ServerSage reserves the right to:

• block malicious traffic;
• suspend compromised systems;
• restrict network access;
• filter abusive traffic;
• quarantine infected workloads;
• revoke compromised credentials;
• require password resets;
• implement emergency security controls;
• refuse configurations that present unreasonable security risks.

Such actions may be taken without prior notice where ServerSage reasonably believes immediate action is necessary to protect the platform, customers, or comply with legal obligations.

15. COMPLIANCE, REGULATORY REQUIREMENTS & KYC

ServerSage is committed to conducting its business in compliance with applicable laws, regulations, and industry standards. The Customer acknowledges that the lawful use of the Services is fundamental to this Agreement.

The Customer shall comply with all applicable legal, regulatory, contractual, licensing, taxation, and governmental requirements relating to its use of the Services.

15.1 Compliance with Applicable Laws

The Customer shall comply with all applicable laws and regulations, including but not limited to:

• The Information Technology Act, 2000 (India)
• Digital Personal Data Protection Act, 2023 (DPDP Act)
• Companies Act, 2013
• Goods and Services Tax (GST) Laws
• Indian Contract Act, 1872
• Copyright Act, 1957
• Trade Marks Act, 1999
• Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, as applicable
• CERT-In Directions, Advisories, and Guidelines
• Export Control and Sanctions Laws
• Anti-Money Laundering (AML) Laws
• Anti-Bribery and Anti-Corruption Laws
• Any other laws applicable to the Customer's business or industry

The Customer shall ensure that its use of the Services does not violate any applicable law or regulation.

15.2 Customer KYC & Identity Verification

ServerSage reserves the right to perform Know Your Customer (KYC) and electronic Know Your Customer (eKYC) verification before provisioning Services or at any time during the term of this Agreement.

The Customer shall promptly provide information and documentation reasonably requested by ServerSage, including:

• PAN
• GST Registration
• Aadhaar verification through legally authorised mechanisms (where applicable and with required consent)
• Certificate of Incorporation
• Partnership Deed
• LLP Registration
• Trust Registration
• Government-issued Identity Documents
• Address Proof
• Bank Verification
• Board Resolution
• Authorisation Letter
• Beneficial Ownership Information
• Contact Details
• Any other information reasonably required for legal, regulatory, security, fraud prevention, or contractual purposes

Failure to complete verification may result in delayed provisioning, suspension, restriction, or termination of the Services.

15.3 Customer Information

The Customer represents and warrants that:

• all information provided to ServerSage is true, accurate, complete, and current;
• it has lawful authority to provide such information;
• all documents submitted are genuine and unaltered;
• it shall promptly notify ServerSage of any material changes relating to its legal status, ownership, authorised representatives, contact information, billing information, or regulatory registrations.

Providing false, misleading, forged, or fraudulent information shall constitute a material breach of this Agreement.

15.4 Beneficial Ownership

Where reasonably required for compliance purposes, ServerSage may request information regarding:

• Ultimate Beneficial Owners (UBOs);
• Directors;
• Partners;
• Trustees;
• Authorised Signatories;
• Persons exercising control over the Customer.

The Customer shall provide such information within a reasonable time.

15.5 Fraud Prevention

ServerSage may implement fraud detection and risk management measures including:

• Identity verification;
• Business verification;
• Payment verification;
• Device and access risk analysis;
• IP reputation checks;
• Transaction monitoring;
• Manual compliance reviews;
• Verification of supporting documentation.

ServerSage may refuse, suspend, or terminate Services where fraudulent activity is reasonably suspected.

15.6 Payment Compliance

The Customer warrants that:

• payments are made using lawfully obtained funds;
• payment instruments are valid and authorised;
• the Customer is authorised to use the selected payment method;
• Services will not be used for money laundering, terrorist financing, fraud, or other unlawful financial activities.

ServerSage reserves the right to cooperate with financial institutions and law enforcement authorities where fraudulent payment activity is suspected.

15.7 Export Control & Sanctions

The Customer shall not use the Services in violation of applicable export control, sanctions, or trade restriction laws.

The Customer shall not:

• provide Services to sanctioned persons or entities;
• use the Services in embargoed jurisdictions where prohibited by law;
• facilitate prohibited transactions;
• export controlled software or technology without required authorisations.

Where applicable laws require restrictions, ServerSage may suspend or terminate affected Services.

15.8 Anti-Money Laundering

The Customer represents that neither it nor, to the best of its knowledge, its beneficial owners, directors, or authorised representatives are involved in money laundering, terrorist financing, or other unlawful financial activities.

ServerSage may report suspicious transactions where required by applicable law.

15.9 Anti-Bribery & Anti-Corruption

The Customer agrees to comply with all applicable anti-bribery and anti-corruption laws.

The Customer shall not:

• offer unlawful payments;
• provide improper inducements;
• engage in corrupt business practices;
• misuse the Services to facilitate unlawful conduct.

Any confirmed violation may result in immediate termination of this Agreement.

15.10 Industry-Specific Compliance

The Customer acknowledges that ServerSage provides infrastructure and related services only.

Unless expressly agreed in writing, ServerSage does not warrant or certify that the Services independently satisfy industry-specific regulatory requirements applicable to the Customer, including but not limited to:

• RBI Guidelines
• SEBI Regulations
• IRDAI Regulations
• HIPAA
• PCI DSS
• ISO 27001
• SOC 2
• NABH
• GDPR
• Financial Services Regulations
• Healthcare Regulations

The Customer remains solely responsible for ensuring that its own systems, applications, processes, and operations comply with any industry-specific requirements applicable to its business.

15.11 Government Requests

ServerSage may respond to lawful requests from:

• Courts;
• Law Enforcement Agencies;
• Government Authorities;
• CERT-In;
• Regulatory Authorities;
• Statutory Bodies;
• Tax Authorities.

Where legally permitted and operationally appropriate, ServerSage shall use commercially reasonable efforts to notify the Customer before disclosing Customer information.

Nothing in this Agreement shall require ServerSage to challenge or delay compliance with a lawful governmental request.

15.12 Audit & Verification

ServerSage reserves the right to conduct reasonable compliance verification relating to:

• Customer identity;
• KYC documentation;
• Service usage;
• Security concerns;
• Abuse investigations;
• Payment verification;
• Contractual compliance.

The Customer shall reasonably cooperate with such verification activities.

15.13 Suspension for Compliance Reasons

ServerSage may suspend, restrict, or refuse Services without prior notice where reasonably necessary to:

• comply with applicable law;
• comply with a lawful government order;
• respond to regulatory requirements;
• investigate suspected fraud;
• address security threats;
• complete KYC verification;
• protect the integrity of the ServerSage platform;
• prevent unlawful use of the Services.

Where reasonably practicable, ServerSage will notify the Customer after such action has been taken.

15.14 Continuing Compliance

The Customer shall ensure ongoing compliance throughout the duration of this Agreement.

If any change occurs that materially affects the Customer's eligibility to receive the Services, including changes in ownership, legal status, regulatory authorisations, sanctions status, insolvency, or business activities, the Customer shall promptly notify ServerSage.

Failure to maintain compliance may constitute a material breach of this Agreement.

15.15 Reservation of Rights

Nothing in this Agreement limits ServerSage's right to:

• refuse Service Orders;
• decline Customer applications;
• request additional documentation;
• implement enhanced due diligence;
• suspend Services;
• terminate this Agreement; or
• take any action reasonably necessary to comply with applicable laws, regulatory obligations, contractual commitments, or security requirements.

ServerSage shall exercise such rights in good faith and in accordance with applicable law.

16. CONFIDENTIALITY & NON-DISCLOSURE

The Parties acknowledge that, during the course of their business relationship, each Party may obtain Confidential Information belonging to the other Party. The Parties agree that such Confidential Information is valuable, proprietary, and commercially sensitive and shall be protected in accordance with this Agreement.

16.1 Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means all information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, electronically, visually, or in writing, including but not limited to:

• Business Plans
• Financial Information
• Pricing
• Quotations
• Discount Structures
• Product Roadmaps
• Technical Documentation
• Infrastructure Architecture
• Software
• Source Code
• APIs
• Scripts
• Automation Tools
• Configurations
• Customer Lists
• Vendor Information
• Marketing Strategies
• Commercial Agreements
• Security Policies
• Passwords
• Encryption Keys
• Authentication Credentials
• Incident Reports
• Internal Processes
• Operating Procedures
• Network Diagrams
• Backup Architecture
• Disaster Recovery Procedures
• Audit Reports
• Compliance Documentation
• Security Assessments
• Vulnerability Reports
• Penetration Test Results
• Customer Data
• Personal Information
• Any other information that would reasonably be considered confidential by its nature.

Confidential Information includes information disclosed before or after execution of this Agreement.

16.2 Information Excluded from Confidential Information

Confidential Information shall not include information which the Receiving Party can demonstrate:

• was publicly available at the time of disclosure;
• becomes publicly available without breach of this Agreement;
• was lawfully known prior to disclosure;
• was independently developed without reference to the Disclosing Party's Confidential Information;
• was lawfully obtained from a third party without confidentiality obligations.

The burden of proving such exclusion shall rest upon the Receiving Party.

16.3 Confidentiality Obligations

Each Party agrees to:

• protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care;
• use Confidential Information solely for the purposes of performing obligations under this Agreement;
• restrict access to personnel with a legitimate business need;
• ensure that employees, contractors, consultants, and subcontractors receiving Confidential Information are subject to confidentiality obligations no less protective than those contained herein;
• prevent unauthorized disclosure, copying, modification, or distribution of Confidential Information.

16.4 Permitted Disclosure

A Receiving Party may disclose Confidential Information only:

• to employees, consultants, contractors, auditors, legal advisors, insurers, financial institutions, or subcontractors who require such information for the performance of this Agreement;
• where required by applicable law;
• pursuant to a lawful order of a court or governmental authority;
• with the prior written consent of the Disclosing Party.

Where legally permissible, the Receiving Party shall provide prompt notice to the Disclosing Party before making any compulsory disclosure.

16.5 Customer Data

Customer Data shall be treated as Confidential Information.

Except as expressly permitted under this Agreement, ServerSage shall not:

• access Customer Data unnecessarily;
• disclose Customer Data to unauthorized third parties;
• use Customer Data for marketing;
• sell Customer Data;
• commercially exploit Customer Data.

ServerSage may access Customer Data only where reasonably necessary to:

• provide Services;
• provide technical support;
• perform Managed Services;
• restore backups;
• investigate abuse;
• investigate security incidents;
• comply with applicable law;
• protect the security of the ServerSage platform.

16.6 Confidential Commercial Information

The Customer acknowledges that the following constitute highly confidential commercial information belonging to ServerSage:

• Partner Pricing
• Wholesale Pricing
• Internal Costing
• Product Margins
• Supplier Pricing
• Infrastructure Costs
• Datacenter Costs
• Internal Discounts
• Promotional Structures
• Engineering Documentation
• Internal Standard Operating Procedures
• Business Strategy
• Customer Acquisition Strategy
• Internal Automation
• Deployment Methodologies
• Technical Runbooks

The Customer shall not disclose such information to any third party without prior written consent from ServerSage.

16.7 Security Information

The Parties acknowledge that security-related information requires enhanced protection.

Without limitation, the following shall always be treated as Confidential Information:

• Administrative Passwords
• API Keys
• Encryption Keys
• VPN Credentials
• Firewall Configurations
• Security Policies
• Security Incidents
• Audit Findings
• Penetration Test Reports
• Vulnerability Reports
• Incident Response Procedures
• Security Architecture
• Monitoring Rules
• Threat Intelligence

Disclosure of such information may materially compromise security and shall be strictly prohibited except where required by law.

16.8 Return or Destruction of Confidential Information

Upon termination of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall promptly:

• return Confidential Information; or
• securely destroy Confidential Information,

except where retention is required:

• by applicable law;
• for taxation purposes;
• for audit requirements;
• for regulatory obligations;
• for enforcement of legal rights;
• pursuant to backup retention policies maintained in the ordinary course of business.

Where destruction is requested, the Receiving Party shall use commercially reasonable methods to securely dispose of Confidential Information.

16.9 Injunctive Relief

The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages alone may not constitute an adequate remedy.

Accordingly, the Disclosing Party shall be entitled to seek:

• temporary injunctions;
• permanent injunctions;
• specific performance;
• equitable relief;
• any other remedies available under applicable law,

without prejudice to any other legal or contractual remedies.

16.10 Survival

The confidentiality obligations contained in this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years, or for as long as the information remains confidential by its nature or as otherwise required by applicable law.

Obligations relating to:

• Customer Data,
• Personal Information,
• Trade Secrets,
• Intellectual Property,
• Security Credentials, and
• Regulatory Information,

shall survive for so long as such information remains confidential or protected by law.

16.11 Public Announcements

Neither Party shall issue any press release, public announcement, marketing communication, customer success story, case study, or other publicity referring to the other Party without prior written consent, except:

• where required by applicable law;
• where the Customer has separately approved use of its name or logo in writing; or
• where ServerSage lists the Customer as a client solely in accordance with an executed agreement permitting such use.

16.12 Reservation of Rights

All Confidential Information remains the exclusive property of the Disclosing Party.

No license, ownership right, intellectual property right, or other interest is transferred by disclosure of Confidential Information except as expressly stated in this Agreement.

Unauthorized use or disclosure of Confidential Information shall constitute a material breach of this Agreement and may result in immediate termination, injunctive relief, damages, and any other remedies available under applicable law.

17. INTELLECTUAL PROPERTY RIGHTS

The Parties acknowledge that each Party owns valuable intellectual property developed independently of this Agreement. Nothing contained herein shall operate to transfer ownership of any intellectual property except where expressly agreed in writing.

All rights not expressly granted under this Agreement are reserved by the respective owner.

17.1 Ownership of ServerSage Intellectual Property

ServerSage shall retain exclusive ownership of all present and future intellectual property rights relating to its business, including but not limited to:

• Trade Names
• Company Name
• Trademarks
• Service Marks
• Logos
• Brand Identity
• Domain Names
• Website Content
• Customer Portal
• Reseller Portal
• Billing Portal
• Software
• APIs
• Scripts
• Automation Tools
• Source Code
• Infrastructure Designs
• Cloud Architecture
• Virtualization Platforms
• Deployment Procedures
• Standard Operating Procedures
• Documentation
• Technical Manuals
• Training Material
• Templates
• Reports
• Dashboards
• Monitoring Systems
• Security Procedures
• Databases owned by ServerSage
• Product Roadmaps
• Marketing Material
• Pricing Models
• Commercial Methodologies
• Know-how
• Trade Secrets

All such intellectual property shall remain the sole and exclusive property of ServerSage or its licensors.

17.2 Customer Intellectual Property

The Customer shall retain exclusive ownership of all intellectual property owned or developed by the Customer, including:

• Customer Applications
• Source Code
• Software
• Databases
• Business Processes
• Customer Documentation
• Internal Systems
• Logos
• Trade Names
• Trademarks
• Websites
• Mobile Applications
• Business Content
• Documents
• Customer Data
• Designs
• Machine Learning Models
• AI Models
• Configuration Files
• Proprietary Algorithms

Nothing in this Agreement transfers ownership of Customer intellectual property to ServerSage.

17.3 Third-Party Intellectual Property

Certain Services may incorporate software, hardware, documentation, or services licensed from third parties.

Examples include:

• Microsoft
• Google
• VMware
• Proxmox
• Fortinet
• Acronis
• Veeam
• cPanel
• Plesk
• DirectAdmin
• CloudLinux
• Red Hat
• Ubuntu
• Debian
• AlmaLinux
• Rocky Linux
• Oracle
• PostgreSQL
• MySQL
• MariaDB

All trademarks and intellectual property relating to such products remain the property of their respective owners.

The Customer agrees to comply with all applicable third-party license terms.

17.4 Limited License to Use Services

Subject to this Agreement and timely payment of applicable fees, ServerSage grants the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the purchased Services solely for the Customer's internal business purposes during the applicable subscription term.

This license does not transfer ownership of any ServerSage intellectual property.

17.5 Restrictions

Except to the extent expressly permitted by applicable law or with the prior written consent of ServerSage, the Customer shall not:

• copy ServerSage software;
• modify ServerSage software;
• reverse engineer;
• decompile;
• disassemble;
• attempt to derive source code;
• create derivative works;
• reproduce documentation;
• remove copyright notices;
• circumvent technical protection measures;
• sublicense ServerSage software;
• commercially exploit ServerSage intellectual property.

17.6 Customer Content

The Customer grants ServerSage a limited, non-exclusive, royalty-free license to host, store, transmit, process, copy, and display Customer Data solely to the extent necessary to:

• provide the Services;
• perform Managed Services;
• provide technical support;
• perform backups where purchased;
• restore backups where requested;
• investigate security incidents;
• comply with applicable laws;
• enforce this Agreement.

This license automatically terminates upon termination of the Services, subject to legally required retention obligations.

17.7 Feedback

The Customer may voluntarily provide suggestions, recommendations, feature requests, bug reports, enhancement proposals, or other feedback relating to the Services ("Feedback").

The Customer grants ServerSage a perpetual, irrevocable, worldwide, royalty-free, transferable license to use, modify, incorporate, publish, distribute, and otherwise exploit such Feedback without restriction or obligation to compensate the Customer.

Feedback shall not include Customer Confidential Information unless expressly identified and agreed in writing.

17.8 Development of Improvements

ServerSage may independently develop:

• software;
• automation;
• APIs;
• deployment methodologies;
• cloud management tools;
• monitoring systems;
• artificial intelligence features;
• infrastructure improvements;
• security enhancements;
• operational procedures,

even where such developments are similar to ideas suggested by the Customer, provided ServerSage does not improperly use the Customer's Confidential Information.

17.9 Open Source Software

Certain components of the Services may include open-source software distributed under applicable open-source licenses.

Nothing in this Agreement modifies or restricts the rights granted under those licenses.

The Customer agrees to comply with the applicable license terms for any open-source software used in connection with the Services.

17.10 Intellectual Property Infringement

The Customer warrants that Customer Data, applications, software, and content uploaded to the Services shall not infringe the intellectual property rights of any third party.

The Customer shall not use the Services to:

• distribute pirated software;
• host copyrighted content without authorization;
• distribute counterfeit products;
• violate trademark rights;
• misuse patents;
• facilitate intellectual property infringement.

17.11 Notice of Infringement

If either Party becomes aware of any suspected infringement of its intellectual property relating to the Services, it shall promptly notify the other Party.

ServerSage reserves the right to investigate infringement claims and, where appropriate, remove or disable access to allegedly infringing material pending investigation or to comply with applicable law.

17.12 Indemnity for Customer Content

The Customer shall defend, indemnify, and hold harmless ServerSage, its directors, officers, employees, affiliates, subcontractors, and licensors from and against any claims, liabilities, damages, losses, penalties, costs, or expenses (including reasonable legal fees) arising from:

• Customer Data;
• Customer applications;
• Customer software;
• Customer trademarks;
• Customer branding;
• Customer websites;
• Customer intellectual property;
• alleged infringement by Customer-provided materials;
• unauthorized use of third-party intellectual property by the Customer.

17.13 Reservation of Rights

Except for the limited rights expressly granted under this Agreement:

• ServerSage retains all intellectual property rights in the Services.
• The Customer retains all intellectual property rights in Customer Data and Customer-owned materials.

No implied licenses are granted under this Agreement.

Failure by either Party to enforce its intellectual property rights shall not constitute a waiver of such rights.

17.14 Survival

The provisions of this Section relating to:

• ownership;
• intellectual property rights;
• licensing;
• restrictions;
• indemnification;
• confidentiality of proprietary information; and
• protection of trade secrets,

shall survive the termination or expiration of this Agreement for so long as the applicable rights continue to exist under law.

18. WARRANTIES & DISCLAIMER OF WARRANTIES

This Section sets out the warranties provided by the Parties and defines the limitations applicable to the Services provided under this Agreement.

The Customer acknowledges that cloud infrastructure, telecommunications, software, hardware, internet connectivity, and information technology services are inherently complex and that uninterrupted or error-free operation cannot be guaranteed.

18.1 Mutual Authority

Each Party represents and warrants that:

• it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
• it possesses the legal authority to enter into this Agreement;
• execution of this Agreement has been properly authorized;
• entering into this Agreement does not violate any agreement binding upon that Party;
• it shall perform its obligations in compliance with applicable laws.

18.2 ServerSage Service Warranty

ServerSage warrants that:

• it has the legal right to provide the Services described in this Agreement;
• the Services shall be performed using commercially reasonable skill, care, and diligence consistent with generally accepted industry practices;
• personnel performing Managed Services shall possess appropriate technical qualifications and experience;
• the infrastructure shall be maintained in accordance with commercially reasonable operational practices;
• commercially reasonable efforts shall be used to maintain the availability targets specified in the applicable Service Level Agreement (SLA).

Except as expressly stated herein, no additional warranties are provided.

18.3 Customer Warranty

The Customer represents and warrants that:

• it owns or possesses all necessary rights to Customer Data;
• it has obtained all necessary licenses required for Customer software;
• Customer Data does not violate any applicable law;
• Customer Data does not infringe any third-party intellectual property rights;
• the Services shall not be used for unlawful purposes;
• Customer personnel shall comply with this Agreement and the Acceptable Use Policy;
• all information provided to ServerSage is accurate and complete.

18.4 Third-Party Software

The Customer acknowledges that the Services may incorporate third-party software, hardware, or cloud services.

Accordingly:

• ServerSage does not warrant third-party software;
• software functionality depends upon the respective software vendor;
• bug fixes are controlled by the software publisher;
• software compatibility may change over time;
• licensing remains subject to third-party terms.

ServerSage shall not be responsible for defects originating from third-party software or hardware beyond its reasonable control.

18.5 Customer Applications

Unless expressly included within purchased Managed Services, ServerSage makes no warranty regarding:

• Customer-developed software;
• websites;
• ERP systems;
• CRM applications;
• accounting software;
• databases;
• APIs;
• integrations;
• scripts;
• automation developed by the Customer;
• custom configurations.

The Customer remains solely responsible for testing and validating its applications.

18.6 Internet Services

The Customer acknowledges that cloud services depend upon public and private telecommunications networks.

Accordingly, ServerSage does not warrant that:

• Internet connectivity will always be available;
• third-party Internet Service Providers will remain operational;
• DNS providers will always function correctly;
• routing paths will remain unchanged;
• latency will remain constant;
• packet loss will never occur.

Interruptions caused by third-party telecommunications providers shall not constitute a breach of this Agreement.

18.7 Security Warranty

ServerSage warrants that it implements commercially reasonable administrative, technical, and organizational security measures designed to protect its infrastructure.

However, ServerSage does not warrant that:

• the Services are immune from cyber-attacks;
• malware cannot infect Customer systems;
• ransomware can always be prevented;
• unauthorized access can never occur;
• vulnerabilities will never exist;
• security incidents will never occur.

Cybersecurity is a shared responsibility between ServerSage and the Customer.

18.8 Backup Disclaimer

Unless Backup as a Service (BaaS), Managed Backup Services, or Disaster Recovery Services have been expressly purchased under a written agreement:

• ServerSage does not provide backup services;
• ServerSage has no obligation to maintain Customer backups;
• ServerSage does not guarantee recoverability of Customer Data.

The Customer expressly acknowledges that:

• RAID is not a backup;
• Replication is not a backup;
• High Availability is not a backup;
• Snapshots are not backups;
• Storage redundancy is not a backup.

The Customer remains solely responsible for maintaining adequate backup and disaster recovery procedures.

18.9 Data Recovery

Where backup services have been purchased, ServerSage shall use commercially reasonable efforts to restore available backups.

However, ServerSage does not warrant that:

• every backup will complete successfully;
• every backup will be free from corruption;
• every restoration request will succeed;
• deleted data can always be recovered;
• recovery objectives will always be achieved.

Recovery depends upon numerous operational and technical factors beyond ServerSage's reasonable control.

18.10 No Warranty of Business Results

ServerSage does not warrant or guarantee that use of the Services will:

• increase revenue;
• improve profitability;
• improve business performance;
• satisfy regulatory audits;
• eliminate operational risks;
• prevent cybersecurity incidents;
• achieve Customer business objectives;
• eliminate downtime.

The Customer remains solely responsible for its business decisions.

18.11 Beta Services

Where ServerSage provides beta, preview, pilot, evaluation, proof-of-concept, or early access services:

• such Services are provided "AS IS" and "AS AVAILABLE";
• such Services may be modified or withdrawn without notice;
• ServerSage provides no warranties regarding beta services.

Customers use beta services entirely at their own risk.

18.12 Experimental Technologies

ServerSage may introduce new technologies including:

• Artificial Intelligence
• Machine Learning
• Automation
• GPU Services
• Cloud Orchestration
• Container Platforms
• Kubernetes Services

Experimental or preview features are provided without warranty unless otherwise agreed in writing.

18.13 Force Majeure

ServerSage shall not be deemed to have breached any warranty where failure to perform results from events beyond its reasonable control, including Force Majeure Events described elsewhere in this Agreement.

18.14 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES, SOFTWARE, HARDWARE, CLOUD INFRASTRUCTURE, NETWORKS, STORAGE, BACKUP SERVICES, MANAGED SERVICES, PROFESSIONAL SERVICES, DOCUMENTATION, PORTALS, APPLICATIONS, APIs, AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVERSAGE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• SATISFACTORY QUALITY;
• NON-INFRINGEMENT;
• QUIET ENJOYMENT;
• SYSTEM INTEGRATION;
• CONTINUOUS AVAILABILITY;
• ERROR-FREE OPERATION;
• UNINTERRUPTED SERVICE;
• SECURITY AGAINST ALL THREATS.

NO ORAL OR WRITTEN INFORMATION PROVIDED BY SERVERSAGE SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

18.15 Exclusive Remedies

Where ServerSage fails to comply with an express warranty under this Agreement, the Customer's exclusive remedies shall be limited to:

• re-performance of the affected Services;
• correction of the affected Services;
• Service Credits where applicable under the SLA; or
• termination of the affected Service where required by applicable law.

These remedies are exclusive unless otherwise required by law.

18.16 Survival

The warranties, disclaimers, exclusions, and limitations contained in this Section shall survive termination or expiration of this Agreement to the extent necessary to give effect to their intended purpose.

19. LIMITATION OF LIABILITY & INDEMNIFICATION

The Parties acknowledge that the fees charged by ServerSage reflect the allocation of risk set forth in this Agreement. The Parties further acknowledge that the limitations, exclusions, and indemnities contained in this Section are fundamental elements of the commercial bargain between the Parties and shall survive termination of this Agreement.

19.1 Limitation of Liability

To the maximum extent permitted by applicable law, ServerSage's aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), statute, strict liability, or otherwise, shall not exceed the total recurring service fees actually paid by the Customer to ServerSage for the affected Services during the three (3) calendar months immediately preceding the event giving rise to the claim.

Where Services are billed annually or under a one-time fee model, the liability shall not exceed the proportionate value of three (3) months of the applicable service charges.

The foregoing limitation shall apply regardless of the number of claims or causes of action.

19.2 Exclusion of Consequential Damages

To the fullest extent permitted by applicable law, ServerSage shall not be liable for any indirect, incidental, consequential, exemplary, punitive, special, or economic damages, including but not limited to:

• Loss of profits
• Loss of revenue
• Loss of anticipated savings
• Loss of goodwill
• Loss of reputation
• Loss of business opportunities
• Loss of contracts
• Business interruption
• Loss of production
• Loss of productivity
• Loss of customers
• Loss of use
• Loss of data
• Loss of databases
• Loss of emails
• Loss of software
• Loss of virtual machines
• Corruption of files
• Recovery costs
• Cost of substitute services
• Cost of replacement infrastructure
• Regulatory penalties imposed upon the Customer
• Third-party claims against the Customer

whether or not ServerSage had been advised of the possibility of such damages.

19.3 Customer Data & Backup Liability

The Customer expressly acknowledges that protection of Customer Data is primarily the Customer's responsibility.

Unless the Customer has separately purchased Backup as a Service (BaaS), Disaster Recovery Services, or Managed Backup Services under a written agreement, ServerSage shall have no liability whatsoever for:

• deletion of Customer Data;
• corruption of Customer Data;
• ransomware encryption;
• malware damage;
• application failures;
• operating system corruption;
• accidental deletion by Customer personnel;
• database corruption;
• software bugs;
• malicious acts of Customer employees;
• unauthorized access resulting from Customer-controlled credentials;
• failed backup jobs maintained by the Customer.

Even where backup services have been purchased, ServerSage shall only be responsible for performing the contracted backup services using commercially reasonable efforts and shall not guarantee successful recovery in every circumstance.

19.4 No Liability for Customer Applications

ServerSage shall not be responsible for:

• Customer-developed software;
• ERP applications;
• CRM systems;
• accounting software;
• websites;
• databases;
• APIs;
• integrations;
• source code;
• application configurations;
• third-party plugins;
• custom scripts;
• customer business logic.

The Customer remains solely responsible for testing, validating, maintaining, and securing all applications operating within the Customer Environment.

19.5 Internet & Third-Party Services

ServerSage shall not be liable for any loss, interruption, delay, or degradation resulting from:

• Internet Service Providers;
• telecommunications carriers;
• domain registrars;
• DNS providers;
• certificate authorities;
• cloud software vendors;
• operating system vendors;
• software publishers;
• payment gateway providers;
• third-party APIs;
• public internet routing;
• distributed denial-of-service attacks originating outside the ServerSage network.

19.6 Force Majeure

ServerSage shall have no liability for failure or delay in performance caused by events beyond its reasonable control, including:

• natural disasters;
• earthquakes;
• floods;
• fire;
• pandemic;
• epidemic;
• war;
• terrorism;
• civil disturbance;
• labour disputes;
• government action;
• power failures;
• internet backbone failures;
• fibre cuts;
• cyber warfare;
• widespread malware outbreaks;
• supply chain disruptions;
• embargoes;
• sanctions.

19.7 Security Incidents

ServerSage shall not be liable for losses arising from:

• phishing attacks;
• password theft;
• credential compromise;
• customer misconfiguration;
• weak passwords;
• customer failure to enable Multi-Factor Authentication;
• insider threats within the Customer's organization;
• social engineering attacks;
• ransomware introduced by Customer systems;
• malware uploaded by the Customer;
• vulnerabilities in Customer applications.

19.8 Customer Responsibility for Regulatory Compliance

The Customer acknowledges that it remains solely responsible for ensuring compliance with laws and regulations applicable to its own industry, including but not limited to:

• banking regulations;
• healthcare regulations;
• financial services regulations;
• educational regulations;
• insurance regulations;
• export controls;
• taxation laws;
• employment laws;
• privacy obligations.

ServerSage provides infrastructure services only and does not assume responsibility for the Customer's regulatory obligations unless expressly agreed in writing.

19.9 Customer Indemnification

The Customer shall defend, indemnify, and hold harmless ServerSage, its directors, officers, employees, shareholders, affiliates, subcontractors, licensors, and agents from and against any and all claims, demands, proceedings, liabilities, damages, penalties, losses, judgments, settlements, costs, and expenses (including reasonable legal fees and expenses) arising out of or relating to:

• the Customer's breach of this Agreement;
• violation of applicable laws;
• Customer Data;
• Customer applications;
• infringement of intellectual property rights by the Customer;
• violation of privacy rights by the Customer;
• illegal content hosted by the Customer;
• spam activities;
• phishing activities;
• malware distribution;
• cryptocurrency mining contrary to the Agreement;
• denial-of-service attacks launched from Customer systems;
• unauthorized access caused by Customer negligence;
• Customer misuse of the Services;
• claims made by the Customer's employees, contractors, users, or end customers;
• regulatory investigations arising from the Customer's activities.

The Customer's indemnification obligations shall include the reasonable costs of legal defence and settlement.

19.10 ServerSage Indemnification

Subject to the limitations contained in this Agreement, ServerSage shall defend the Customer against third-party claims alleging that the Services, as supplied by ServerSage and used in accordance with this Agreement, directly infringe a valid intellectual property right.

This obligation shall not apply where the alleged infringement results from:

• Customer modifications;
• Customer applications;
• Customer Data;
• combination with third-party products;
• Customer instructions;
• unauthorized use of the Services.

ServerSage may, at its option:

• procure the right for continued use;
• modify the affected Services;
• replace the affected Services with substantially equivalent Services; or
• terminate the affected Services and provide a prorated refund of prepaid recurring fees for the unused portion of the affected Service.

These remedies constitute the Customer's exclusive remedy for intellectual property infringement claims against ServerSage.

19.11 Duty to Mitigate

Each Party agrees to take commercially reasonable steps to mitigate any loss, damage, or expense arising from an event giving rise to a claim under this Agreement.

Failure to mitigate reasonably foreseeable losses may reduce recoverable damages to the extent permitted by applicable law.

19.12 Claims Procedure

A Party seeking indemnification shall:

• promptly notify the indemnifying Party in writing;
• provide reasonable information regarding the claim;
• permit the indemnifying Party to control the defence and settlement of the claim, provided that no settlement imposing liability or obligations on the indemnified Party shall be entered into without its prior written consent (not to be unreasonably withheld);
• provide reasonable cooperation in the defence of the claim.

Failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced.

19.13 Exceptions to Limitation of Liability

The limitations and exclusions contained in this Section shall not apply to:

• fraud;
• fraudulent misrepresentation;
• willful misconduct;
• gross negligence (where recognized under applicable law);
• death or personal injury caused by negligence to the extent liability cannot legally be excluded;
• liabilities that cannot be excluded or limited under applicable law.

19.14 Exclusive Remedies

Except where prohibited by applicable law, the remedies expressly set forth in this Agreement constitute the Parties' exclusive contractual remedies.

No claim may be brought under this Agreement more than two (2) years after the cause of action first arose, except where a longer limitation period is mandated by applicable law.

19.15 Survival

The provisions of this Section relating to:

• limitation of liability;
• exclusions of damages;
• indemnification;
• defence obligations;
• claims procedures; and
• survival,

shall survive the expiration or termination of this Agreement and remain enforceable to the fullest extent permitted by applicable law.

20. SUSPENSION, TERMINATION & EXIT ASSISTANCE

This Section governs the circumstances under which Services may be suspended, terminated, cancelled, expired, migrated, or otherwise discontinued, together with the obligations of the Parties during such events.

The Parties acknowledge that continuity of cloud services depends upon timely compliance with contractual, commercial, operational, and security obligations.

20.1 Suspension of Services

Without prejudice to any other rights available under this Agreement or applicable law, ServerSage may suspend, restrict, isolate, or temporarily disable all or part of the Services where reasonably necessary to:

• protect the security or stability of the ServerSage infrastructure;
• respond to cybersecurity threats;
• investigate suspected fraud;
• investigate abuse complaints;
• prevent unauthorized access;
• mitigate denial-of-service attacks;
• comply with applicable laws or governmental directions;
• address payment defaults;
• complete KYC or identity verification;
• investigate suspected violations of this Agreement;
• protect other customers using the ServerSage platform.

Where reasonably practicable, ServerSage shall provide advance notice prior to suspension. However, no prior notice shall be required where immediate action is necessary to prevent material operational, security, or legal risks.

20.2 Suspension for Non-Payment

If any invoice remains unpaid after the applicable due date, ServerSage may, without limiting any other rights:

• suspend one or more Services;
• suspend administrative access;
• suspend Customer Portal access;
• suspend backup operations;
• suspend Managed Services;
• suspend technical support;
• refuse upgrades or new orders.

Suspension for non-payment shall not relieve the Customer of its obligation to pay outstanding invoices.

Recurring charges shall continue to accrue during the suspension period unless the applicable Service has been formally terminated.

20.3 Suspension for Security Reasons

ServerSage may immediately suspend, isolate, or disconnect any Customer system where ServerSage reasonably believes that continued operation may:

• compromise platform security;
• facilitate malware distribution;
• participate in phishing activities;
• launch denial-of-service attacks;
• spread ransomware;
• threaten other customers;
• violate applicable laws;
• expose ServerSage to regulatory liability.

ServerSage may take such action without prior notice where immediate action is necessary.

20.4 Suspension for Abuse

ServerSage may suspend Services where the Customer engages in activities including but not limited to:

• spam;
• phishing;
• malware distribution;
• cryptocurrency abuse;
• illegal content hosting;
• copyright infringement;
• network attacks;
• excessive resource abuse;
• unauthorized penetration testing;
• violation of the Acceptable Use Policy.

Repeated abuse may result in permanent termination.

20.5 Customer-Initiated Termination

The Customer may terminate recurring Services by providing notice in accordance with the applicable Service Order or Customer Portal procedures.

Termination requests shall:

• be submitted by an authorized representative;
• comply with applicable notice periods;
• remain subject to any minimum contractual commitments.

Termination shall not relieve the Customer from payment obligations accrued prior to the effective termination date.

20.6 Termination by ServerSage

ServerSage may terminate this Agreement or any individual Service immediately where:

• payment defaults continue after reasonable notice;
• fraudulent information has been provided;
• KYC verification fails;
• the Customer commits a material breach of this Agreement;
• repeated abuse complaints occur;
• continued provision of Services becomes unlawful;
• the Customer becomes insolvent, enters liquidation, or ceases business operations;
• the Customer repeatedly violates the Acceptable Use Policy;
• continued operation creates unacceptable security risks.

ServerSage may also terminate Services where required by law or regulatory authorities.

20.7 Termination for Convenience

Unless otherwise specified in a separately executed Enterprise Agreement, either Party may terminate this Agreement without cause by providing thirty (30) days' prior written notice.

Termination for convenience shall not affect:

• accrued payment obligations;
• outstanding invoices;
• completed Professional Services;
• non-refundable charges;
• rights accrued prior to termination.

20.8 Effect of Termination

Upon termination of this Agreement or any affected Service:

• Customer access may be disabled;
• administrative credentials may be revoked;
• Customer Portal access may be restricted;
• recurring Services shall cease;
• technical support obligations relating to terminated Services shall cease;
• Managed Services shall cease unless otherwise agreed.

Termination of one Service shall not automatically terminate other active Services unless expressly stated.

20.9 Customer Data Retrieval

The Customer is solely responsible for retrieving all Customer Data before the effective termination date.

Prior to termination, the Customer should:

• download all files;
• export databases;
• retrieve virtual machine images where available;
• obtain configuration files;
• download emails;
• verify backup integrity;
• migrate workloads where applicable.

ServerSage shall not be responsible for failure by the Customer to retrieve Customer Data before deletion.

20.10 Data Retention After Termination

Following termination, ServerSage may retain Customer Data only for:

• backup retention periods;
• disaster recovery copies;
• audit requirements;
• taxation;
• legal compliance;
• regulatory obligations;
• enforcement of legal rights.

After expiry of the applicable retention period, Customer Data may be permanently and securely deleted without further notice.

ServerSage shall have no obligation to retain Customer Data indefinitely.

20.11 Exit Assistance

Where requested by the Customer and subject to payment of applicable Professional Services fees, ServerSage may provide reasonable exit assistance including:

• migration planning;
• data export assistance;
• virtual machine export where technically feasible;
• backup export where available;
• transfer of administrative credentials;
• documentation handover;
• coordination with replacement service providers;
• decommission planning.

Exit assistance shall be provided only where:

• the Customer has paid all outstanding invoices;
• the requested services are technically feasible;
• sufficient notice has been provided.

20.12 Decommissioning of Services

Upon termination, ServerSage may decommission the affected infrastructure including:

• deletion of virtual machines;
• removal of storage volumes;
• release of IP addresses;
• deletion of snapshots;
• deletion of backup copies after applicable retention periods;
• removal of firewall rules;
• revocation of VPN access;
• removal of monitoring configurations;
• deletion of temporary files.

Such decommissioning shall be carried out in accordance with the ServerSage Data Retention & Secure Disposal Policy.

20.13 Outstanding Payments

Termination shall not affect the Customer's obligation to pay:

• outstanding invoices;
• recurring charges accrued prior to termination;
• Professional Services performed;
• taxes;
• applicable interest on overdue amounts;
• migration charges;
• exit assistance charges;
• other lawful amounts due under this Agreement.

20.14 No Refund Upon Termination

Unless expressly provided in the applicable Service Order or required by applicable law, termination shall not entitle the Customer to:

• refunds of setup fees;
• refunds of installation charges;
• refunds of migration fees;
• refunds of software license fees;
• refunds for partially used billing periods;
• refunds of prepaid Services already consumed.

Refunds shall be governed exclusively by the ServerSage Refund & Cancellation Policy.

20.15 Survival

Termination or expiration of this Agreement shall not affect any provisions which by their nature are intended to survive, including but not limited to:

• payment obligations;
• confidentiality;
• intellectual property;
• privacy;
• data protection;
• indemnification;
• limitation of liability;
• audit rights;
• dispute resolution;
• governing law;
• accrued rights and remedies.

20.16 Reservation of Rights

The rights of suspension and termination set forth in this Agreement are cumulative and are in addition to any other rights or remedies available to ServerSage under applicable law.

Failure by ServerSage to exercise any right immediately shall not constitute a waiver of that right.

21. GENERAL PROVISIONS, DISPUTE RESOLUTION & GOVERNING LAW

This Section contains the general legal provisions governing the interpretation, administration, enforcement, and operation of this Agreement. These provisions are intended to survive independently and shall apply to all Services provided under this Agreement unless expressly modified by a written agreement signed by authorized representatives of both Parties.

21.1 Independent Contractors

The relationship between ServerSage and the Customer is solely that of independent contracting parties.

Nothing contained in this Agreement shall be construed as creating:

• Employer–Employee Relationship
• Partnership
• Joint Venture
• Franchise
• Agency
• Fiduciary Relationship
• Association
• Representative Capacity

Neither Party shall have authority to bind the other Party or incur obligations on behalf of the other Party without prior written authorization.

21.2 Assignment

The Customer shall not assign, transfer, novate, sublicense, or otherwise dispose of this Agreement, in whole or in part, without the prior written consent of ServerSage.

ServerSage may assign or transfer this Agreement:

• to an Affiliate;
• as part of a merger;
• acquisition;
• business restructuring;
• sale of substantially all assets;
• corporate reorganization; or
• financing arrangement,

provided that such assignment does not materially reduce the Customer's contractual rights.

21.3 Subcontractors

ServerSage may engage subcontractors, vendors, consultants, datacenter operators, cloud providers, telecommunications providers, software vendors, security specialists, or professional service providers to assist in delivering the Services.

ServerSage shall remain responsible for the performance of its contractual obligations notwithstanding the engagement of subcontractors.

21.4 Entire Agreement

This Agreement, together with:

• Accepted Quotations;
• Service Orders;
• Statements of Work (SOW);
• Service Level Agreement (SLA);
• Privacy Policy;
• Acceptable Use Policy (AUP);
• Customer KYC & eKYC Policy;
• Refund & Cancellation Policy;
• Cookie Policy;
• Website Disclaimer;
• Data Retention & Secure Disposal Policy;
• Security & Vulnerability Disclosure Policy (where applicable); and
• any schedules, appendices, or written amendments,

constitutes the complete and exclusive agreement between the Parties regarding the subject matter herein.

It supersedes all prior proposals, discussions, negotiations, understandings, representations, and agreements relating to the Services.

21.5 Amendment

No amendment, modification, or variation of this Agreement shall be valid unless:

• made in writing;
• approved by authorized representatives of both Parties,

except where ServerSage updates its standard policies applicable to all customers, which shall become effective in accordance with the applicable notice provisions.

21.6 Waiver

Failure or delay by either Party in exercising any right or remedy under this Agreement shall not constitute:

• a waiver of that right;
• a waiver of any subsequent breach; or
• a continuing waiver.

Any waiver must be in writing and signed by the Party granting the waiver.

21.7 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable:

• the remaining provisions shall continue in full force and effect;
• the invalid provision shall be interpreted, to the maximum extent permitted by law, so as to achieve the original commercial intent of the Parties.

21.8 Notices

All legal notices under this Agreement shall be in writing and may be delivered by:

• Registered Post;
• Speed Post;
• Reputed Courier Service;
• Email;
• Customer Portal Notification;
• Digitally Signed Electronic Communication.

Notices to ServerSage shall be addressed to:

Legal Department

ServerSage CloudTech Pvt. Ltd.

• HD-102, 13th Floor
• WeWerk 247 Park
• Lal Bahadur Shastri Road
• Gandhi Nagar
• Vikhroli West
• Mumbai – 400079
• Maharashtra, India

Email: legal@serversage.com

Notices shall be deemed received:

• upon confirmed electronic delivery;
• upon delivery confirmation by courier;
• five (5) Business Days after dispatch by registered post;
• upon acknowledgment through the Customer Portal where applicable.

21.9 Electronic Execution

The Parties agree that this Agreement may be executed electronically.

Acceptance may occur through:

• electronic signature;
• digital signature;
• Customer Portal acceptance;
• email confirmation;
• payment of an invoice;
• acceptance of a quotation;
• issuance of a purchase order accepted by ServerSage;
• activation or use of the Services.

Such electronic acceptance shall constitute legally binding acceptance to the fullest extent permitted by applicable law.

21.10 Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations where such failure results from events beyond its reasonable control, including but not limited to:

• Natural Disasters;
• Earthquakes;
• Floods;
• Fires;
• Cyclones;
• War;
• Terrorism;
• Civil Unrest;
• Epidemics;
• Pandemics;
• Government Restrictions;
• Internet Backbone Failures;
• Power Grid Failures;
• Telecommunications Failures;
• Cyber Warfare;
• Widespread Malware Events;
• Supply Chain Disruptions;
• Embargoes;
• Labour Disputes.

The affected Party shall use commercially reasonable efforts to mitigate the effects of such events and resume performance as soon as reasonably practicable.

21.11 Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination, neither Party shall knowingly solicit for employment any employee of the other Party who became known through the performance of this Agreement without the prior written consent of the other Party.

This provision shall not prohibit:

• general public recruitment advertisements;
• unsolicited employment applications;
• recruitment through agencies where no targeted solicitation has occurred.

21.12 Publicity

Neither Party shall issue press releases, customer success stories, case studies, marketing materials, or public announcements identifying the other Party without prior written consent.

ServerSage may identify the Customer as a client only where:

• expressly authorized;
• permitted under a signed agreement; or
• required by law.

21.13 Export Compliance

The Customer shall comply with all applicable export control, sanctions, customs, and international trade laws.

The Customer shall not export, re-export, transfer, or make available any Services in violation of applicable export control regulations.

21.14 Anti-Bribery & Ethical Conduct

Each Party shall conduct its business ethically and in compliance with applicable anti-bribery, anti-corruption, anti-money laundering, and competition laws.

Neither Party shall:

• offer improper inducements;
• make unlawful payments;
• engage in fraudulent business practices;
• misrepresent products or services.

Material violations may constitute grounds for immediate termination.

21.15 Dispute Resolution

The Parties shall use commercially reasonable efforts to resolve disputes amicably through good-faith negotiations.

Either Party shall notify the other Party in writing of the dispute, providing reasonable details of the issues in dispute.

Senior representatives of both Parties shall attempt to resolve the dispute within thirty (30) days of such notice.

21.16 Arbitration

If the dispute cannot be resolved through negotiations within the prescribed period, either Party may refer the dispute to arbitration.

Unless otherwise agreed:

• arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996, as amended;
• the seat and venue of arbitration shall be Mumbai, Maharashtra, India;
• the proceedings shall be conducted in the English language;
• the arbitral tribunal shall consist of a sole arbitrator appointed by mutual agreement of the Parties. If the Parties fail to agree on the appointment within thirty (30) days, the arbitrator shall be appointed in accordance with applicable law.

The arbitral award shall be final and binding upon both Parties.

21.17 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.

21.18 Jurisdiction

Subject to Section 21.16 (Arbitration), the courts located at Mumbai, Maharashtra, India, shall have exclusive jurisdiction over:

• applications for interim relief;
• enforcement of arbitral awards;
• matters not capable of arbitration; and
• any proceedings for which exclusive court jurisdiction is required by applicable law.

21.19 Survival

The following provisions shall survive the termination or expiration of this Agreement:

• Payment Obligations
• Confidentiality
• Intellectual Property
• Data Protection
• Privacy
• Limitation of Liability
• Indemnification
• Audit Rights
• Compliance Obligations
• Dispute Resolution
• Governing Law
• Jurisdiction
• Any other provision intended by its nature to survive.

21.20 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same agreement.

Electronic copies, scanned signatures, and digitally executed versions shall have the same legal effect as original signed documents, to the extent permitted by applicable law.

21.21 Order of Precedence

In the event of any inconsistency between contractual documents, the following order of precedence shall apply:

• Executed Enterprise Agreement or Amendment
• Executed Statement of Work (SOW)
• Executed Service Order
• Accepted Quotation
• This Master Service Agreement (MSA)
• Service Level Agreement (SLA)
• Data Processing Addendum (if applicable)
• Other ServerSage Policies and Procedures

21.22 Execution

By signing this Agreement, accepting a quotation, approving a Service Order, making payment, or using the Services, the Customer acknowledges that it has:

• read this Agreement;
• understood its terms;
• had the opportunity to obtain independent legal advice;
• agreed to be legally bound by its provisions.

SIGNATURES

ServerSage CloudTech Pvt. Ltd.

Authorized Signatory: ___________________________

Name: _________________________________________

Designation: ___________________________________

Date: __________________________________________

Signature: _____________________________________

Customer

Legal Entity Name: ______________________________

Authorized Signatory: ___________________________

Name: _________________________________________

Designation: ___________________________________

Date: __________________________________________

Signature: _____________________________________