Master Services Agreement

1. Definitions

"Agents" or "Swarms" means the autonomous or semi-autonomous AI models, workflows, or orchestrated logic chains configured by the Customer within the Application.

"Application" means the YOXA B2B multi-agent orchestration platform, provided either via Cloud or Local deployment.

"Customer Data" means all information, uploaded files (e.g., PDFs), user names, prompts, and API keys submitted by the Customer into the Application.

"DPA" means the Data Processing Agreement compliant with the Digital Personal Data Protection Act, 2023 (DPDP Act).

"MSA" or "Terms" means this Master Services Agreement.

"Runaway Agent Event" means an instance where Customer-configured Agents enter an infinite loop, execute unauthorized or excessive API calls, or otherwise consume disproportionate compute resources due to Customer logic errors.

"Third-Party APIs" means external services (e.g., OpenAI, Anthropic, AWS) connected to the Application by the Customer.

2. Scope and Applicability

These Terms govern the provision of YOXA’s Services by YOXA Technologies Private Limited ("YOXA"). YOXA operates strictly on a Business-to-Business (B2B) model.

The Customer's general terms and conditions shall not apply, even if YOXA provides the Service without expressly objecting to them.

Order of Precedence: (1) Custom Enterprise Contract/Order Form, (2) The DPA, (3) These Terms.

3. Service Description and Deployment

YOXA provides a multi-agent orchestration platform that enables enterprises to automate complex workflows.

YOXA Cloud: A fully managed Software-as-a-Service (SaaS) hosted on YOXA’s secure infrastructure.

YOXA Local: A self-hosted version deployed entirely within the Customer's Virtual Private Cloud (VPC) or internal servers. For YOXA Local, YOXA provides only the software license and has zero access to Customer Data or Agent logs.

4. Provision, Modifications, and Circuit Breakers

YOXA reserves the right to modify or update the Application functionalities. Material degradation of core features entitles the Customer to a pro-rata refund for the unexpired term.

Circuit Breaker Protocol: Given the autonomous nature of multi-agent swarms, YOXA employs automated circuit breakers. YOXA reserves the unilateral right to instantly throttle, suspend, or terminate any Agent or Swarm that triggers a Runaway Agent Event, threatens YOXA’s infrastructure, or violates rate limits, without prior notice or liability.

5. Intellectual Property and the "Absolute Wall"

YOXA IP: YOXA retains all intellectual property rights to the Application, underlying code, orchestration engine, and pre-existing components.

Customer IP: The Customer retains all rights, title, and interest in their Customer Data, custom Agent prompts, and the outputs generated by their Swarms.

THE ABSOLUTE WALL ON AI TRAINING: YOXA expressly warrants that it does not and will never use Customer Data, uploaded PDFs, user names, Agent interaction logs, or workflow outputs to train, fine-tune, or improve YOXA’s foundational AI models, machine learning algorithms, or any third-party models.

Analytics: YOXA may collect pseudonymized, aggregated telemetry data (e.g., system load, active Agent count) solely for billing, security, and platform improvement.

6. Remuneration and API Liability

Fees are billed according to the applicable Order Form. All prices are exclusive of Goods and Services Tax (GST) or other applicable statutory taxes.

Third-Party API Costs: The Customer acknowledges that YOXA Agents frequently interact with Third-Party APIs. The Customer is solely and exclusively responsible for all costs, overages, and billing generated by their Agents on Third-Party APIs. YOXA bears zero financial liability if a Customer's Swarm executes excessive API calls.

Invoices are due within fourteen (14) days. Late payments accrue interest at 1.5% per month. YOXA reserves the right to suspend Services for non-payment.

7. Customer Obligations and Liability (Crucial)

The Customer must ensure their IT infrastructure meets the requirements for YOXA Local deployments.

Safe Inputs: The Customer warrants that all uploaded documents (e.g., PDFs) are free of malware and that the Customer possesses the legal right to process such data under applicable laws.

Acceptable Use: The Customer shall not configure Agents to (i) conduct illegal activities, (ii) bypass security protocols, (iii) generate malicious code, or (iv) launch denial-of-service attacks.

Assumption of Autonomous Risk: The Customer acknowledges that AI agents act autonomously based on initial prompts. The Customer assumes full legal and operational responsibility for all actions, decisions, and outputs executed by their configured Agents.

8. Warranties and Disclaimers

YOXA warrants that the Application will perform substantially in accordance with the provided documentation.

Disclaimer of Output Accuracy: Due to the nature of generative AI, YOXA makes no warranties regarding the accuracy, reliability, or factual correctness of the outputs generated by the Agents. The Customer must independently verify all Agent outputs before relying on them for critical business decisions.

Except as expressly stated, YOXA provides the Services "AS IS" without implied warranties of merchantability or fitness for a particular purpose.

9. Limitation of Liability

YOXA shall be liable without limitation for intent and gross negligence.

Cap on Liability: In all other cases, YOXA’s total aggregate liability arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall be strictly limited to the total fees paid by the Customer to YOXA in the twelve (12) months preceding the event giving rise to the claim.

Exclusion of Indirect Damages: Under no circumstances shall YOXA be liable for loss of profits, loss of data, loss of business, or any indirect, incidental, special, or consequential damages. This explicitly includes financial losses resulting from Runaway Agent Events or hallucinations by the AI models.

10. Confidentiality and Data Protection

Both Parties agree to maintain the strict confidentiality of any proprietary information, business plans, or technical data exchanged.

Both Parties shall comply strictly with the Digital Personal Data Protection Act, 2023 (DPDP Act). The Customer acts as the Data Fiduciary and YOXA acts as the Data Processor. Data processing specifics are governed by the mutually executed DPA.

11. Term and Termination

The term of this Agreement is specified in the Order Form.

Either Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days of written notice.

Upon termination, the Customer must immediately cease using the Application. For YOXA Cloud, YOXA will allow a 30-day window for data export before securely destroying all Customer Data.

12. Final Provisions

Audit Rights (YOXA Local): For self-hosted deployments, YOXA reserves the right, upon ten (10) days written notice, to audit the Customer's deployment purely to verify compliance with license tiers and active Agent limits.

Assignment: Neither Party may assign this Agreement without prior written consent, except in connection with a merger or acquisition.

Governing Law and Jurisdiction: This Agreement shall be governed exclusively by the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the competent courts in Pune, Maharashtra, India.