GLOBAL MASTER TERMS OF SERVICE

1. Global Master Agreement & Binding Scope

These Master Terms of Service ("Terms") constitute a legally binding contract executed between Magnence LLC (including its Indian subsidiary Magnence Engineering Private Limited, collectively "Magnence", "Company", "we", or "us") and any international enterprise client, organization, or corporate entity ("Client" or "you"). This covers software engineering services, technical architecture advisory, AI system integrations, or cloud infrastructure operations globally across North America, Europe, UK, APAC, Middle East, India, and Latin America. Accessing our services or signing a Statement of Work (SOW) signifies unconditional acceptance of these Terms under the Indian Contract Act, 1872 and international equivalents.

2. Scope of Services & Statements of Work (SOW)

Magnence provides AI and autonomous engineering, full-stack web development, SaaS product development, mobile and edge systems, custom software engineering, cloud infrastructure and DevOps, business process automation, enterprise solutions (ERP/CRM), API and system integration, UI/UX and product design, technology consulting, QA and engineering quality, and R&D innovation services. Detailed technical specifications, delivery milestones, acceptance criteria, and project budgets are governed exclusively by individual Statements of Work (SOW) or Master Services Agreements (MSA) executed between both parties.

3. Engagement Models

Magnence offers three primary engagement models:

• Fixed-Price Project: A clearly defined deliverable with set scope, timeline, and budget. Governed by milestone-based payments and formal acceptance criteria.
• Time & Materials: Billed against sprint hours with bi-weekly demos. Best for evolving requirements and active R&D.
• Dedicated Team / Retainer: Embedded senior engineers integrated into the Client's team with on-demand scaling. Billed monthly with 14-day cancellation notice.

4. 100% Worldwide Intellectual Property Assignment

Upon receipt of full and final milestone or invoice payments as stipulated in the governing SOW, Magnence irrevocably assigns, transfers, and conveys 100% of all worldwide rights, titles, and intellectual property interests in the custom source code, documentation, architecture designs, data models, and build scripts created specifically for the Client under formal international IP Transfer agreements, compliant with the Indian Copyright Act, 1957, the US Copyright Act, and applicable international IP conventions. Pre-existing tools, libraries, and frameworks owned by Magnence or third parties are licensed to the Client under separate terms specified in the SOW.

5. Open-Source & Third-Party Licensing

Where open-source software components are incorporated into a Client deliverable, Magnence will document all OSS dependencies, their respective licenses (MIT, Apache 2.0, BSD, etc.), and any copyleft obligations (GPL, AGPL) in a Software Bill of Materials (SBOM) delivered alongside the codebase. The Client is responsible for ongoing license compliance after final code transfer.

6. International Confidentiality & Non-Disclosure

Both parties agree to protect all business plans, customer data, source code, API keys, and proprietary algorithms disclosed during engagement as strictly confidential. Magnence engineers operate under enforceable international 1-to-1 NDAs and secure repositories with strict privilege controls. This confidentiality survives the termination of any SOW for a minimum period of five (5) years, or indefinitely for trade secrets.

7. Acceptable Use

Clients agree not to use Magnence services to:

• Develop software that facilitates illegal activities, sanctions evasion, or money laundering.
• Build AI systems designed to deceive, manipulate, or cause harm without appropriate safeguards.
• Infringe upon third-party intellectual property, trademarks, or patents.
• Process, store, or transmit data in violation of applicable privacy or data protection laws.

8. Warranties & SLA Performance Guarantees

Magnence warrants that all custom code delivered will perform substantially in accordance with agreed technical specifications for a period of ninety (90) days following final production handover ("Warranty Period"). Any high-severity bugs (P0/P1) or security defects identified during the Warranty Period will be remediated at no additional charge within agreed SLA response times. Post-warranty support is governed by dedicated Service Level Agreements (SLAs) with defined response and resolution targets. EXCEPT FOR THIS EXPRESS WARRANTY, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. Termination

Either party may terminate the engagement under the following conditions:

• For Convenience: Either party may terminate with thirty (30) days written notice. Client pays for all work completed through the effective termination date.
• For Cause: Either party may terminate immediately upon material breach that remains uncured fourteen (14) days after written notice.
• Effect of Termination: Upon termination, Magnence delivers all completed work, transfers IP for paid milestones, and destroys confidential client data within 30 days. Confidentiality and IP assignment obligations survive termination.

10. International Limitation of Liability & Indemnification

To the maximum extent permitted under applicable law (including the Information Technology Act, 2000), Magnence's total aggregate monetary liability under any cause of action shall not exceed the total fees actually paid by Client to Magnence under the specific Statement of Work giving rise to the claim in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, punitive, special, or consequential damages, including loss of profits, data, business opportunity, or goodwill. Both parties agree to indemnify and hold harmless the other party against third-party claims arising from their own negligence, willful misconduct, or breach of these Terms.

11. Multi-Currency Billing, Tax Withholding & FEMA Compliance

Services are billed in US Dollars (USD), Euros (EUR), British Pounds (GBP), or Indian Rupees (INR) as agreed. Payments are processed in full compliance with the Foreign Exchange Management Act, 1999 (FEMA) for inward remittances to India, international anti-money laundering (AML) laws, and cross-border banking regulations. Indian domestic invoices include applicable GST (CGST/SGST/IGST). Clients are responsible for any applicable withholding taxes (TDS) under the Income Tax Act, 1961, and must provide valid tax deduction certificates (Form 16A). Late payments incur interest at 1.5% per month or the maximum rate permitted by law.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from acts of God, natural disasters, pandemics, government actions, internet backbone failures, war, terrorism, or other events beyond reasonable control. Affected timelines will be extended by the duration of the force majeure event. If the event continues for more than ninety (90) days, either party may terminate the affected SOW without penalty.

13. Governing Law, Jurisdiction & Arbitration

For international clients, these Terms shall be governed by the laws of the State of Delaware, USA, or the jurisdiction specified in the executed MSA. Any international disputes shall be settled through binding arbitration under the rules of the International Chamber of Commerce (ICC) or the American Arbitration Association (AAA), with the seat of arbitration in Singapore or New York as mutually agreed. For domestic Indian clients, the agreement is governed by the laws of India, with exclusive jurisdiction resting in the courts of Bangalore, Karnataka.

14. Amendments

These Terms may be updated periodically. Material changes will be communicated via email or posted on this page with an updated effective date at least thirty (30) days prior to taking effect. Continued engagement after changes constitutes acceptance. No amendment to an executed SOW is valid unless agreed in writing by both parties.

15. Severability & Entire Agreement

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect. These Terms, together with executed SOWs and MSAs, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

16. Contact Legal Counsel

For legal notices, contract inquiries, SOW amendments, or dispute resolution, contact our legal counsel at legal@magnence.com.