XALEN Technology Private LimitedThis MSA is made between XALEN Technology Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at SN56/8/9A704 Gagan Unnati, Soc Katraj Kondhwa Rd, Kondhwa BK, Pune, Maharashtra 411048, India (CIN U62099PN2026PTC250291, GSTIN 27AAACX6117C1ZL) ("Vedika"), and the Customer named in the Order Form ("Customer"), each a "Party".
1. The Agreement
1.1 Documents. This Master Service Agreement ("MSA"), the Order Form, the SLA and the DPA form the agreement between Vedika and Customer (the "Agreement"). The Acceptable Use Policy ("AUP") and the Documentation also apply.
1.2 Order of precedence. If the Agreement documents conflict, they apply in this order: (1) the Special Terms of the Order Form; (2) the DPA, on personal-data matters only; (3) the MSA, including the rest of the Order Form; (4) the SLA; (5) policies and Documentation.
1.3 Definitions. "Service" means Vedika's hosted astrology, numerology and Vastu API, SDKs, widgets and Documentation (Vedika's published technical documentation). "Customer Content" means inputs submitted by Customer or its End Users (people who use Customer's products). "Output" means what the Service returns. "Fees" means the amounts in the Order Form. "Affiliate" means an entity that controls, is controlled by or is under common control with a Party. "Term" is defined in clause 13.1.
2. The Service
2.1 Access. During the Term, Vedika grants Customer a non-exclusive, non-transferable right to use the Service and integrate it into Customer's own products for its End Users, in line with the Documentation. Customer's Affiliates may use it only if the Order Form says so.
2.2 Changes. Vedika may change the Service, its list prices, endpoints, models and policies on 30 days' notice by email or in the dashboard. Changes needed for security or legal reasons may take effect sooner. The Fees in the Order Form stay fixed for the current term. If a change is materially adverse to Customer, Customer may end the affected Service by notice within 30 days of the change notice, effective at the end of the month in which it gives notice, and receive a pro-rata refund under clause 5.8. That is Customer's only remedy for a change.
2.3 Beta features. Features marked beta, preview or experimental are optional, provided as is, and may change or stop at any time. The SLA, the warranty in clause 10.2 and the indemnity in clause 11.1 do not apply to them.
2.4 Service levels. The SLA sets availability and support targets, which Vedika pursues with commercially reasonable efforts. Missing a target is not a breach and gives no right to a credit, refund or other remedy.
2.5 Subcontractors. Vedika may use subcontractors and sub-processors to provide the Service and remains responsible for them.
3. Customer responsibilities
3.1 Accounts and keys. Customer keeps its API keys secret, is responsible for all use made with them, and reports any suspected compromise promptly.
3.2 End Users and content. Customer is responsible for its End Users, applications and Customer Content, for their compliance with the AUP, and for every notice, consent and lawful basis needed to submit Customer Content.
3.3 High-risk uses. Customer keeps meaningful human review in place before relying on any Output for decisions about health, legal matters, finance, credit, insurance, employment, safety or crisis support, and tells its End Users when content is produced with AI.
4. Restrictions
4.1 Prohibited use. Customer will not, and will not allow anyone to: (a) use the Service or Outputs to build, train, fine-tune or benchmark a competing dataset, model or service, including by distillation; (b) extract, scrape or cache Outputs in bulk or beyond what the Documentation allows; (c) sell Outputs as data or resell access to the Service; (d) reverse engineer the Service or try to derive its code, models, prompts, corpus, tables or methods, except where law allows despite this clause; (e) circumvent rate limits or security controls, or share keys outside Customer; (f) publish benchmarks without Vedika's written consent; or (g) breach the law or the AUP.
4.2 Usage records. Vedika's usage records determine Fees unless shown to be wrong. On reasonable notice, once a year or when Vedika reasonably suspects a breach, Customer will give the records and help reasonably needed to check compliance with this clause 4.
5. Fees and payment
5.1 Fees. Customer pays the Fees in the Order Form, in USD unless it says otherwise.
5.2 Invoices. Vedika invoices recurring Fees monthly in advance and usage beyond the wallet credit monthly in arrears. Customer pays each invoice within 15 days of its date, without set-off.
5.3 Wallet credit. Each month's wallet credit is valid for 12 months from the date it is added, unless the Order Form states a different validity, and is used against usage at the Order Form prices. Wallet credit is not cash or a deposit, cannot be transferred or exchanged, and is not refundable except under clause 5.8.
5.4 Invoice disputes. Customer may dispute an invoice in good faith by notice to billing@vedika.io within 15 days of its date, giving reasons. Customer pays the undisputed part on time, and the Parties work to resolve the rest promptly.
5.5 Late payment. Overdue amounts carry simple interest at 24% a year from the due date until paid or, if Vedika is a registered micro or small enterprise, at the rate under section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act").
5.6 Taxes. Fees exclude GST and other taxes, which Customer pays, and Customer gives a correct GSTIN and place of supply. Customer may deduct Indian tax at source only if it issues the certificate on time; otherwise it pays the amount deducted. For any other withholding, Customer grosses up the payment.
5.7 Stamp duty. Customer bears any stamp duty, and any penalty, payable on the Agreement.
5.8 Refunds. Fees are non-refundable except for a pro-rata refund under clause 2.2, clause 11.2 or clause 13.4. A pro-rata refund is the unused, unexpired wallet credit, valued at the Fees paid for it, plus any prepaid Fees for the period after the end date not yet added as wallet credit, net of GST adjustments made under law.
5.9 Renewal pricing. Vedika may set new Fees for a renewal term by notice at least 30 days before it starts; otherwise the current Fees continue. If Customer does not accept them, it may give notice of non-renewal within 15 days of that notice despite clause 13.1.
6. Suspension
6.1 With notice. Vedika may suspend all or part of the Service on 5 business days' notice if Customer has not paid an amount when due, or breaches the Agreement and does not remedy it within that notice.
6.2 Immediately. Vedika may suspend immediately, with notice as soon as practicable, where needed to protect the security of the Service or others, to comply with law or an order of a court or authority, to stop abuse, fraud or a breach of clause 4 or the AUP, or to comply with sanctions.
6.3 Disputed invoices. Vedika will not suspend for an amount Customer disputed in good faith under clause 5.4 within 15 days of the invoice, as long as Customer has paid the undisputed part.
6.4 Effect. Vedika limits a suspension to what is reasonably needed and restores the Service promptly once the cause is resolved. Fees continue during a suspension, which gives no right to a credit, refund or extension of the Term.
7. Customer Content and data
7.1 Ownership. Customer keeps its rights in Customer Content. Customer gives Vedika a worldwide licence to host, process and use Customer Content to provide, secure and support the Service and to comply with law.
7.2 Help improve Vedika. Vedika uses Customer Content to train or improve its models and services only if Customer opts in, through the "Help improve Vedika" choice in onboarding or the Order Form. Customer may change the choice in the dashboard at any time, and the change applies from then on.
7.3 Retention. Vedika keeps Customer Content, including conversation history, while Customer's account is active so the Service can use earlier context. On request, or when the Agreement ends, Vedika deletes it from live systems within 30 days. Backup copies roll off within 120 days, and security logs, which may hold fragments of Customer Content, roll off within 180 days. Vedika may keep content flagged by its safety or abuse systems for up to 30 days after flagging, for review, even after a deletion request, and longer only where an investigation or law requires.
7.4 Usage data. Vedika may use metadata, telemetry and anonymised aggregate data, which do not identify Customer or any individual, to operate, secure, bill and improve the Service, during and after the Term.
7.5 Personal data. The DPA governs personal data that Vedika processes for Customer.
8. Intellectual property and Outputs
8.1 Vedika's rights. Vedika and its licensors own all rights in the Service, its corpus, retrieval data, tables, methods, templates and Documentation, in Outputs, and in all improvements to them. No rights pass to Customer except the licences in the Agreement.
8.2 Licence to Outputs. Vedika grants Customer a non-exclusive, worldwide licence during the Term to use, display and distribute Outputs inside Customer's own products to its End Users. For Outputs already delivered to End Users when the Agreement ends, the licence is perpetual.
8.3 Computer-generated works. If Customer acquires any right in an Output, including as the person who causes a computer-generated work to be created under section 2(d)(vi) of the Copyright Act, 1957, Customer assigns that right to Vedika worldwide for its full term, subject to the licence in clause 8.2.
8.4 Feedback. Vedika may use any feedback freely and without payment.
9. Confidentiality
9.1 Duty. Each Party uses the other's non-public information only for the Agreement, protects it with reasonable care, and shares it only with people who need it and are bound by similar duties. This includes Vedika's pricing and security materials, Customer Content and the Order Form. It does not include the sub-processor list published at vedika.io/trust. Provider names Vedika gives Customer on request are Vedika's non-public information, which Customer may share as needed to meet its own legal duties.
9.2 Exceptions. The duty does not cover information that is public through no fault of the recipient, already known to it or independently developed. A Party may disclose what law, a court or a regulator requires, with notice where lawful. Reports required by law to CERT-In, the Data Protection Board of India or another authority override this clause.
9.3 Duration. This clause lasts for 3 years after the Agreement ends, and for trade secrets as long as they remain trade secrets. A Party may seek an injunction for a breach.
10. Warranties and disclaimers
10.1 Both Parties. Each Party warrants that it has authority to enter into the Agreement and will comply with laws that apply to it.
10.2 Calculations. Vedika warrants that ephemeris calculations returned by the Service match the published specification in the Documentation within the tolerance stated there. If they do not, Vedika will, on notice, re-run the affected calculations or, if it cannot, refund the Fees for the affected requests. That is Customer's sole remedy for breach of this warranty.
10.3 Nature of Outputs. Interpretive and AI-generated Outputs, including astrology, numerology and Vastu content, are information and cultural and entertainment content. They are not medical, legal, financial, employment, safety or crisis advice, and they may be inaccurate or incomplete.
10.4 Disclaimer. Except as stated in this clause 10, the Service and Outputs are provided as is. To the extent law allows, Vedika excludes all other warranties and conditions, including of merchantability, fitness for purpose, accuracy and uninterrupted or error-free operation.
11. Indemnities
11.1 By Vedika. Vedika will defend Customer against a third-party claim that the Service, as delivered by Vedika, infringes that party's copyright, trade mark or trade secret, and pay the damages finally awarded or a settlement Vedika agrees. This excludes claims arising from (a) Customer Content, prompts or instructions; (b) a combination with anything Vedika did not supply; (c) a modification not made by Vedika; (d) use after Vedika told Customer to stop or offered a non-infringing alternative; (e) beta features; (f) use not in line with the Agreement or the Documentation; or (g) Outputs.
11.2 Remedies. If the Service is or may become subject to such a claim, Vedika may get the right for Customer to keep using it, modify or replace it, or end the affected Service with a pro-rata refund. This clause 11 sets out Vedika's whole liability, and Customer's sole remedy, for third-party intellectual property claims, and it sits within the cap in clause 12.2.
11.3 By Customer. Customer will defend and indemnify Vedika, its Affiliates and personnel against any third-party claim, fine or penalty, and the related losses and reasonable legal costs, arising from Customer Content or instructions, Customer's applications or products, its End Users' use, or Customer's breach of law, clause 4 or the AUP.
11.4 Procedure. The protected Party tells the other promptly (delay matters only if it causes prejudice), gives it control of the defence and settlement, and cooperates at its cost. No settlement may admit fault for, or bind, the protected Party without its consent, not to be unreasonably withheld. The protected Party may join with its own counsel at its own cost.
12. Limitation of liability
12.1 Excluded loss. Neither Party is liable for indirect, consequential, special or punitive loss, or for loss of profit, revenue, business, goodwill or data, whether direct or indirect, even if it was foreseeable.
12.2 Cap. Each Party's total liability arising out of or in connection with the Agreement, in contract, tort (including negligence) or otherwise, is limited to the Fees Customer paid under the Agreement in the 12 months before the event giving rise to the claim. This is one aggregate limit for all claims.
12.3 Outside the limits. The limits in clauses 12.1 and 12.2 do not apply to Customer's duty to pay Fees, Customer's liability under clause 11.3, Customer's liability for breach of clause 4 or the AUP, liability for fraud or wilful misconduct, or any liability that cannot be limited by law.
12.4 Security breaches. The exclusion in clause 12.1 does not cover Vedika's liability for a breach of its security obligations in the DPA, but that liability remains within the cap in clause 12.2.
13. Term and termination
13.1 Term. The Agreement starts on the Effective Date. The Service runs for the initial term in the Order Form (12 months if none is stated) from the Start Date, and then renews automatically for 12-month periods unless either Party gives notice of non-renewal at least the notice period in the Order Form (60 days if none is stated) before the end of the current period. Together these periods are the "Term".
13.2 For cause. Either Party may end the Agreement by notice if the other materially breaches it and does not remedy the breach within 30 days of notice, or 10 days for non-payment, or if the other becomes insolvent or enters insolvency proceedings, to the extent law allows.
13.3 No convenience exit. Customer may not end the Agreement for convenience during a term.
13.4 Retirement by Vedika. Vedika may retire a plan or discontinue the Service on 90 days' notice. If Vedika ends the Agreement for any reason other than Customer's breach, or discontinues the Service, Customer receives a pro-rata refund.
13.5 Effect. When the Agreement ends, all unpaid Fees become due, Customer's access stops, and each Party returns or deletes the other's confidential information, subject to clause 7.3 and the law. Clauses 4, 5, 7 to 9, 11, 12, 14 and 15 survive, as does any clause that by its nature should.
14. Disputes
14.1 Governing law. The Agreement is governed by the laws of India.
14.2 Escalation. Senior representatives of both Parties first try to resolve a dispute. If it is unresolved 30 days after notice of it, either Party may refer it to arbitration.
14.3 Arbitration. Disputes are finally resolved by arbitration before a sole arbitrator, in English, under the rules of the Mumbai Centre for International Arbitration, seated in Mumbai. If the Order Form selects SIAC Singapore, the arbitration is instead under the rules of the Singapore International Arbitration Centre, seated in Singapore. Indian law still governs the Agreement. The arbitration is confidential.
14.4 Courts. Either Party may seek urgent interim relief from any competent court. Vedika may also recover undisputed unpaid invoices in the courts at Pune, Maharashtra, before a facilitation council under the MSMED Act, or in any court where Customer has assets, instead of by arbitration.
15. General
15.1 Non-solicitation. During the Term and for 12 months after it, neither Party will, without the other's consent, solicit to hire any employee or contractor of the other it worked with under the Agreement. General job advertisements are allowed.
15.2 Sanctions and export. Customer represents that neither it, its owners nor its End Users are subject to sanctions or located in an embargoed territory, and will comply with export control and sanctions laws. Vedika may suspend or end the Agreement immediately if this is or becomes untrue.
15.3 Anti-bribery. Each Party will comply with the Prevention of Corruption Act, 1988 and other anti-bribery laws that apply to it. A breach of this clause is a material breach.
15.4 Publicity. Vedika may name Customer and show its logo as a customer unless Customer opts out by email to legal@vedika.io. Other publicity needs both Parties' consent.
15.5 Assignment and change of control. Neither Party may assign the Agreement without the other's consent, except that Vedika may assign it to an Affiliate or to a successor on a merger, reorganisation or sale of its business, on notice. Customer will tell Vedika within 30 days of a change of control of Customer. If the new controller is a competitor of Vedika or subject to sanctions, Vedika may end the Agreement on 30 days' notice.
15.6 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including failures of internet, hosting or upstream providers, cyberattacks despite reasonable security, government action, epidemics and natural disasters. Payment is not excused. If such an event lasts over 60 days, either Party may end the affected Service by notice.
15.7 Notices. Notices are given by email: to Vedika at legal@vedika.io, and to Customer at the contacts in the Order Form. Notices about the Service may also be given in the dashboard. An email notice is received when sent, unless the sender receives a delivery failure.
15.8 Other terms. The Agreement is the entire agreement on its subject, without excluding liability for fraud. Failure to enforce a right is not a waiver. An unenforceable term applies to the extent it can, and the rest stays in force. The Parties are independent contractors, no one else has rights under the Agreement, and purchase order terms do not apply.
16. Electronic acceptance
16.1 Acceptance. Customer accepts in the Vedika dashboard by ticking each document, entering its authorised signatory's name and title and selecting "Accept and sign". Vedika signs by issuing the Order Form through its Authorized Signatory, Vedika Enterprise Legal Team. The Agreement binds both Parties once acceptance is recorded before the offer expires.
16.2 Legal effect. The Agreement is a contract formed by electronic means under section 10A of the Information Technology Act, 2000, and neither Party will dispute it on that ground. Customer confirms that the person who accepts may bind it.
16.3 Acceptance Record. Vedika keeps an Acceptance Record of the signer's name, title and email, the time, the offer reference, the IP address (shown masked) and each document's version and SHA-256 hash. The Acceptance Record is Customer's signature and the evidence of what was agreed, admissible as an electronic record, including under section 63 of the Bharatiya Sakshya Adhiniyam, 2023. A copy showing the recorded hash is as valid as the original.
16.4 Documents. The documents accepted are this MSA, the SLA (Exhibit A), the DPA (Exhibit B) and the Order Form (Schedule 1), each version 2026-11-05. The "Effective Date" is the date of acceptance shown in the Acceptance Record.
Contact
Vedika Intelligence · XALEN Technology Private Limited · SN56/8/9A704 Gagan Unnati, Soc Katraj Kondhwa Rd, Kondhwa BK, Pune, Maharashtra 411048, India · legal@vedika.io · enterprise@vedika.io