SaaS Agreement

"Agreement"

This Master Subscription Agreement, together with any Order Form.

"Customer"

The entity or individual accepting this Agreement.

"Order Form"

A document specifying the subscription tier, number of seats, and fees.

"Service"

The Winora SaaS platform and all associated features.

"Authorised Users"

Employees or contractors of Customer permitted to access the Service.

"Customer Data"

All data submitted by Customer or its Authorised Users to the Service.

"Documentation"

Winora's user manuals and technical documentation at winora.io/docs.

"DPA"

The Data Processing Agreement (Annex A), incorporated herein by reference.

Winnoventuresgrants Customer a non-exclusive, non-transferable, worldwide licence to access and use the Service during the Subscription Term, solely for Customer's internal business purposes, subject to the terms of this Agreement and the applicable Order Form.

Customer may allow Authorised Users to access the Service. Customer is responsible for its Authorised Users' compliance with this Agreement.

Customer shall not, and shall ensure Authorised Users do not:

• Sublicence, sell, resell, transfer, or white-label the Service
• Reverse engineer, decompile, or attempt to derive source code
• Access the Service to build a competing product
• Remove or obscure any proprietary notices
• Use the Service in violation of applicable laws or our Acceptable Use Policy

Customer shall pay all fees specified in the Order Form. Fees are due in advance and non-refundable except as expressly provided herein. All fees are exclusive of taxes; Customer is responsible for all applicable taxes.

Overdue amounts accrue interest at 1.5% per month. Winnoventuresmay suspend access after 15 days' written notice of non-payment.

The initial Subscription Term is specified in the Order Form. Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, the subscription automatically renews for successive periods equal to the initial term at the then-current list price.

Customer retains all right, title, and interest in Customer Data. Winnoventuresacts as a data processor and processes Customer Data only on Customer's behalf and in accordance with Customer's instructions.

The Data Processing Agreement (DPA) — Annex A — is incorporated into this Agreement and applies to all processing of personal data within Customer Data. Where applicable, the DPA sets out the details required by Article 28 GDPR.

Winnoventures maintains a written information security programme that includes administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, or unauthorised disclosure.

Winnoventures will notify Customer without undue delay (and in any case within 72 hours) upon becoming aware of a personal data breach affecting Customer Data.

Each party shall hold the other party's Confidential Information in strict confidence, use it only for the purposes of this Agreement, and not disclose it to third parties without prior written consent — except to its advisors bound by equivalent obligations, or as required by law.

Winnoventures owns all intellectual property in the Service. Customer owns all intellectual property in Customer Data. No transfer of intellectual property rights occurs under this Agreement.

Customer grants Winnoventures a limited licence to process Customer Data solely to provide the Service.

Winnoventures warrants that:

• The Service will perform materially in accordance with the Documentation
• It will not knowingly introduce malware into the Service
• It has the right to grant the licences in this Agreement

THE SERVICE IS OTHERWISE PROVIDED "AS IS". TO THE FULLEST EXTENT PERMITTED BY LAW,WINNOVENTURES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Winnoventures's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Customer in the twelve months preceding the claim. This limitation does not apply to fees owed, indemnification obligations, or wilful misconduct.

Winnoventureswill defend Customer against third-party claims that the Service infringes a third party's intellectual property rights, and will pay resulting damages finally awarded, provided Customer promptly notifies Winnoventures, grants control of the defence, and cooperates reasonably.

Customer will defend Winnoventuresagainst third-party claims arising from Customer Data or Customer's use of the Service in violation of this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice.

Upon termination, Winnoventures will provide Customer a 30-day window to export Customer Data, after which it will be securely deleted. Customer must pay all fees accrued through the termination date.

This Agreement is governed by the laws of India. Any dispute arising out of or in connection with this Agreement that cannot be resolved through good-faith negotiation within 30 days shall be submitted to binding arbitration in Chennai, Tamil Nadu, under the rules of the Indian Council of Arbitration.

• Entire Agreement: This Agreement, together with any Order Form and the DPA, constitutes the entire agreement between the parties and supersedes all prior discussions.
• Amendments: No amendment is effective unless signed by both parties.
• Waiver: Failure to enforce any provision is not a waiver of future enforcement.
• Severability: If any provision is found unenforceable, the remainder continues in effect.
• Force Majeure: Neither party is liable for delays caused by circumstances beyond its reasonable control.

For contract enquiries: legal@winora.io