(AI PRODUCTS & AI SERVICES)

This Master Services Agreement (“Agreement”) is entered into by and between:

Aviara Labs Private Limited

A company incorporated under the laws of India, having its registered office at
A-57, Lets Connect Business Park, Sector 136, Noida, Uttar Pradesh – 201301 (“Aviara”)

AND

The customer entity identified in the applicable Order Form (“Customer”).

Aviara and Customer may be referred to individually as a “Party” and collectively as the “Parties”.

1. DEFINITIONS

1.1 “AI Products” means Aviara’s proprietary AI platforms, applications, agents, APIs, models, and solutions (including Aviara Connect and related offerings) provided on a subscription or usage basis.

1.2 “AI Services” means professional services, including AI software development, customization, integration, configuration, implementation, consulting, retainer services, support, and maintenance.

1.3 “Order Form” means any ordering document executed between the Parties referencing this Agreement and specifying Services, pricing, term, and commercial terms.

1.4 “Statement of Work” (“SOW”) means a document defining detailed scope, milestones, deliverables, timelines, and fees for AI Services.

1.5 “Customer Data” means all data, content, files, prompts, documents, or information submitted by or on behalf of Customer.

1.6 “AI Outputs” means outputs, responses, predictions, classifications, recommendations, or generated content produced by AI Products or Services.

1.7 “Aviara Intellectual Property” means all software, AI models, architectures, algorithms, workflows, code, designs, methodologies, documentation, and derivatives owned or developed by Aviara.

1.8 “Aggregated & Anonymized Data” means de-identified data derived from Customer Data that cannot reasonably identify Customer or any individual.

2. SCOPE & ORDERING STRUCTURE

2.1 Framework Agreement.
This Agreement governs all AI Products and AI Services provided by Aviara under one or more Order Forms or SOWs.

2.2 Order of Precedence.
In case of conflict:

1. Order Form or SOW (commercial & scope terms)
   
   
   

2. This Agreement
   
   
   

3. Other referenced documents
   
   

2.3 No PO Override.
Any customer purchase order terms are null and void unless expressly accepted in writing by Aviara.

3. PROVISION OF AI PRODUCTS & SERVICES

3.1 AI Products (Subscription).
Aviara grants Customer a limited, non-exclusive, non-transferable right to access and use AI Products solely for internal business purposes during the subscription term.

3.2 AI Services.
Aviara shall perform AI Services in a professional manner consistent with industry standards.

3.3 Customer Cooperation.
Customer shall provide timely access to systems, personnel, data, and decisions required for delivery. Delays caused by Customer do not constitute breach by Aviara.

4. AI-SPECIFIC ACKNOWLEDGEMENTS

4.1 Human Responsibility.
Customer acknowledges that AI Outputs:

• Are assistive in nature
  
  
  

• May be probabilistic, incomplete, or inaccurate
  
  
  

• Must be reviewed by humans before business, legal, or regulatory decisions
  
  

4.2 No Reliance Warranty.
AI Products do not replace professional judgment. Aviara makes no warranty that AI Outputs are correct, compliant, or suitable for a specific purpose.

4.3 Regulatory Responsibility.
Customer is solely responsible for compliance with laws applicable to its use of AI Outputs.

5. DATA RIGHTS & AI MODEL USE

5.1 Customer Data Ownership.
Customer retains ownership of Customer Data.

5.2 License to Use Data.
Customer grants Aviara a limited, non-exclusive license to process Customer Data solely to provide Services.

5.3 Model Improvement Rights.
Aviara may use Aggregated & Anonymized Data to:

• Improve AI models
  
  
  

• Enhance performance
  
  
  

• Develop general learnings
  Such data will never identify Customer.
  
  
  

5.4 No Customer Model Ownership.
Customer acquires no ownership in Aviara’s AI models, training pipelines, or improvements.

6. INTELLECTUAL PROPERTY

6.1 Aviara Ownership.
All Aviara Intellectual Property, including enhancements requested by Customer, remains the sole property of Aviara and is not work-for-hire.

6.2 Customer Deliverables License.
Upon full payment, Customer receives a limited license to use Deliverables solely for internal business purposes.

6.3 Feedback.
Customer grants Aviara a perpetual, royalty-free right to use feedback without restriction.

7. FEES & PAYMENT

7.1 Fees are defined in Order Forms.

7.2 Fees are non-cancellable and non-refundable, except as expressly stated.

7.3 Late payments may accrue interest at 1.5% per month.

7.4 Aviara may suspend Services for non-payment after notice.

8. CONFIDENTIALITY

Each Party shall protect Confidential Information using reasonable care and use it only to perform under this Agreement. Obligations survive one (1) year after termination.

9. SECURITY

Aviara will maintain reasonable administrative, technical, and physical safeguards consistent with industry standards. Customer remains responsible for its access credentials and internal systems.

10. INDEMNIFICATION

10.1 Aviara IP Indemnity.
Aviara will defend Customer against third-party IP infringement claims arising from Aviara Products.

10.2 Customer Indemnity.
Customer indemnifies Aviara for claims arising from Customer Data, misuse, or legal violations.

11. LIMITATION OF LIABILITY

Except for confidentiality breach or indemnity obligations:

• Liability is capped at fees paid in the prior 12 months
  
  
  

• No liability for indirect, consequential, or punitive damages
  
  
  

12. TERM & TERMINATION

12.1 Agreement continues until all Order Forms expire or terminate.

12.2 Termination for Cause:
30-day cure period for material breach.

12.3 Effect of Termination:

• Outstanding fees become immediately due
  
  
  

• Customer access ceases
  
  
  

• Data retained for 45 days post-termination