Master Services Agreement.

1. About this agreement

This Master Services Agreement ("MSA") is between Banao Pvt Ltd(CIN U72900KA2015PTC082435), a company incorporated in India with its registered office at [registered office address — to be added], operating under the brand Vikaas ("Vikaas", "we", "us"), and the customer named in the Order Form ("Customer", "you").

The MSA takes effect when both parties sign the first Order Form that refers to it (the "Effective Date"). Nothing on the vikaas.ai website creates a contract on its own; see the website Terms of Service.

2. Definitions

These words have the same meaning in every Vikaas contract document:

• Order Form— the signed document that sets out a specific engagement: Segments, fees, term, any Pilot details and success criteria. Other pages on vikaas.ai call this the "Order Schedule" or "Pipeline Order Schedule"; they are the same document.
• Services — the managed outbound service described in section 4 and the Order Form.
• Agent — a person trained and supervised by Vikaas who runs outreach for you.
• Agent Account— the Agent's own LinkedIn account, from which that Agent sends messages for you.
• Segment — a target group of people agreed with you (for example by role, industry, company size and geography).
• Contact — any person an Agent reaches out to for you.
• Prospect — a Contact who shares a phone number or email address (or otherwise asks to be put in touch with you) and is handed over to you.
• Messaging Context — the facts about your business, offer, target customer, tone and talking points that you provide or approve, and that AI uses to draft messages.
• Do-Not-Contact List — the people and companies you tell us never to contact, plus anyone who has asked us not to contact them.
• Workspace — your login-protected area of the Vikaas portal. The Workspace Owner is the person you nominate to hold the main login.
• Customer Data — your Messaging Context, Do-Not-Contact List, Prospects, leads and conversation records, and other data you give us or that we create only for you.
• Vikaas Materials — our methods, playbooks, scoring and prioritisation logic, AI instructions and prompts, software, tooling, Workspace, and aggregated learnings (see section 9).
• Pilot — an engagement the Order Form marks as a pilot, governed also by the Pilot Terms.
• Personal Data, Data Fiduciary, Data Processor, Data Principal— as defined in India's Digital Personal Data Protection Act, 2023 ("DPDP Act").

3. Documents and order of precedence

The agreement between us is made up of the Order Form(s), the Pilot Terms (for a Pilot only), this MSA, and the Data Processing Addendum (Annex A). The Acceptable Use Policy forms part of this MSA. If they conflict, they apply in this order:

• 1st — the Order Form
• 2nd — the Pilot Terms (for a Pilot)
• 3rd — this MSA (including the Acceptable Use Policy)
• 4th — the DPA

Exception: on anything about the processing of Personal Data, the DPA wins over every other document, unless an Order Form expressly says it changes a named clause of the DPA.

4. The Services

Vikaas provides a managed outbound service on LinkedIn. You are not buying software to run yourself; you are hiring our team to run outreach for you. For each Segment in the Order Form we:

• Find and prioritise people who match the Segment
• Have AI draft connection notes and messages from your Messaging Context — and have a trained human Agent review, edit where needed, and send every message by hand from their Agent Account. No message is sent automatically.
• Hold the conversation until the Contact becomes a Prospect, declines, or goes quiet
• Hand Prospects over to you through your Workspace (and, where the Order Form says so, into your CRM)
• Give you a Workspace showing the results of the engagement: requests sent, accepted, messaged, replied and Prospects. More views and controls are added over time; what your Workspace includes is set out in the Order Form (and, for a Pilot, the Pilot Terms).

How we use AI, and where humans stay in control, is described in our AI Policy. We may change how we deliver the Services (tools, Agents, internal process) as long as the Services as a whole are not materially reduced.

5. Authorisation to represent your brand

You authorise Vikaas and its Agents to contact people in your Segments on your behalf, to refer to your company name, products and services in that outreach, and to say that the Agent is reaching out for (or working with) your company. Agents will not claim to be your employees unless you agree that in writing.

You approve the Messaging Context before outreach starts and whenever it materially changes. Agents may adapt wording to each Contact and conversation within that approved context. They will not make promises about price, delivery, guarantees or terms on your behalf unless the Messaging Context expressly includes them. You may withdraw or narrow this authorisation at any time by written notice; we will stop new outreach under the withdrawn scope within 2 business days.

6. Your obligations

You agree to:

• Give us accurate, current and complete business context, and tell us promptly when it changes
• Offer only lawful products and services, and make sure your Messaging Context does not make false or misleading claims
• Give us a Do-Not-Contact List (existing customers, partners, competitors, anyone you must not approach) and keep it up to date
• Have a lawful basis for directing us to contact the people in your Segments, as described in our DPDP posture and the DPA
• Follow up with Prospects we hand over in a reasonable time — we cannot control what happens after handover
• Keep Workspace logins confidential and follow the Acceptable Use Policy
• Pay the fees in the Order Form on time

7. Agent Accounts and LinkedIn platform risk

Unless the Order Form says otherwise, outreach is sent from Agent Accounts, not from your own LinkedIn account. LinkedIn is a third-party platform that neither of us controls. You understand that:

• LinkedIn sets and changes its own rules and limits. It may restrict, limit or suspend an Agent Account at any time, which can reduce outreach volume for a period.
• We run conservative pacing, use no third-party automation tools that violate LinkedIn's terms, and have every message sent by a human — but we cannot rule out restrictions.
• When an Agent Account is restricted we will, at our own cost, rebalance your Segments to other Agents where reasonably possible and tell you through your relationship manager.
• We do not guarantee any number of connection requests, accepted connections, replies, Prospects, meetings or sales. Volumes shown in proposals or on vikaas.ai are estimates, not commitments.

If the Order Form says we will operate an account belonging to you, the LinkedIn protocols on our Trust page (including incident reporting and the service credit for a restriction attributable to our operation) apply to that account.

8. Same person, more than one customer

We serve more than one customer, and sometimes the same person fits more than one customer's Segment. To protect both the person and our customers:

• A person who is in an active conversation with an Agent for one customer will not be contacted for any other customer for 90 days from the last message in that conversation.
• This rule applies to your Contacts too: someone already in conversation for another customer may be held back from your Segment for the same period.
• On request, we will tell you how many people in your Segments were held back by this rule. We will not tell you who the other customer is, and we will not tell them about you.

9. Ownership

9.1 What you own

You own Customer Data — including your Prospects, leads, and the records of conversations held for you — and your names, logos and trademarks. You give us a licence to use Customer Data and your brand only to deliver the Services during the term and the exit period in section 14. LinkedIn connections that sit on an Agent Account are part of that Agent's LinkedIn account, but the conversation records and Prospect details are yours and are given to you through the Workspace and at exit.

9.2 What Vikaas owns

Vikaas owns the Vikaas Materials: our methods and playbooks, scoring and prioritisation logic, AI instructions and prompts, software and tooling, the Workspace, and aggregated learnings. "Aggregated learnings" means insight we derive across engagements (for example, what kinds of openers get replies in an industry) from which your identity, your Segment specifics and all Personal Data have been removed. This matches section 4.3 of our AI Policy. Nothing in this MSA transfers Vikaas Materials to you.

9.3 Feedback

If you give us suggestions about the Services, we may use them freely without obligation to you.

10. Confidentiality

Each party will keep the other's non-public business information confidential, use it only for this agreement, and share it only with staff, Agents and advisers who need it and are bound by similar duties. This does not cover information that is public through no fault of the receiving party, was already lawfully known to it, or is independently developed. A party may disclose information when the law or a court requires it, after telling the other party where legally allowed. These duties last during the agreement and for 3 years after it ends (and indefinitely for trade secrets and Personal Data).

Our pricing, the contents of the Workspace, and the Vikaas Materials are our confidential information. Aggregated learnings are not your confidential information.

11. Data protection

For Personal Data of Contacts and Prospects, you are the Data Fiduciary and Vikaas is your Data Processor. The Data Processing Addendum is Annex A to this MSA and is incorporated into it by reference — this is the DPA our DPDP posture page refers to. Our current sub-processors are listed on the Sub-processors page. For Personal Data of your own staff (for example, Workspace users), we act as described in our Privacy Policy.

12. Fees and invoicing

• Fees, currency (INR or AED), billing entity and any discounts are set in the Order Form.
• Unless the Order Form says otherwise, we invoice monthly in advance and invoices are due within 15 days of the invoice date, by bank transfer or wire.
• Fees exclude taxes. GST at the applicable rate is added for India-billed engagements; other taxes apply as the law requires.
• Fees are for the service run, not per Prospect or per meeting, and are payable whatever the volume in a given month, subject to section 7.
• If an undisputed invoice is more than 15 days overdue, we may pause outreach after giving you 7 days' written notice. Disputes must be raised in writing, in good faith, within 15 days of the invoice date; you pay the undisputed part on time.

13. Term, suspension and termination

13.1 Term

This MSA runs from the Effective Date until every Order Form under it has ended, or until it is terminated. Each Order Form runs for the term it states. Unless the Order Form says otherwise, a paid engagement has a three-month minimum term and then continues month-to-month until either party gives 30 days' written notice. A Pilot follows the Pilot Terms instead.

13.2 Termination for cause

Either party may terminate an Order Form, or this MSA, by written notice if the other party materially breaches it and does not fix the breach within 15 days of being told, or if the other party becomes insolvent.

13.3 Suspension

We may immediately pause outreach for a Segment if continuing would break the law, the Acceptable Use Policy, or LinkedIn's rules, or would put Contacts, Agents or other customers at risk. We will tell you why and resume when the issue is fixed.

13.4 What survives

Sections 9, 10, 11, 12 (for unpaid fees), 14, 15, 16, 17 and 18 survive the end of this MSA.

14. Exit: export and deletion

When an engagement ends, for any reason:

• Outreach stops. Agents finish only conversations where a Contact is mid-reply, so nobody is left hanging, and hand any resulting Prospects to you.
• You get an export of your Prospects, leads, conversation records, Segment definitions and the messages sent for you. We will also give you a short written handover of what worked. Your Workspace stays readable for 30 days after the end date so you can export it yourself.
• At the end of that 30-day export window — so within 30 days of the end date — we delete Customer Data from our production systems, as set out in the DPA. Encrypted backups are overwritten on their normal 90-day cycle, and records we must keep by law (such as invoices) are kept as the law requires.
• No exit fee, no clawback, and no claim by us on the relationships we sourced for you.

15. Non-solicitation of our Agents

During the engagement and for 12 months after it ends, you will not directly or indirectly hire or engage, as employee or contractor, any Agent or other Vikaas team member who worked on your engagement, without our written consent. General job adverts not aimed at our people do not breach this. If this clause is breached, you will pay us a placement fee equal to [placement fee — to be added], which both parties agree is a genuine pre-estimate of our loss of training investment.

16. Warranties and disclaimer

We warrant that we will perform the Services with reasonable skill and care, using trained Agents, in line with this MSA, the Acceptable Use Policy and applicable law.

You warrant that your Messaging Context is truthful, that your offering is lawful, and that you have the rights and lawful basis needed for us to perform the Services for you.

17. Limitation of liability

• Neither party is liable for indirect, incidental, special or consequential losses, or for loss of profit, revenue, goodwill or data (other than the cost of restoring data we lost through our breach).
• Each party's total liability arising from this agreement in any form is capped at the fees paid by you under the relevant Order Form in the 3 monthsbefore the event giving rise to the claim. For a Pilot with no fee, Vikaas's total liability is capped at [pilot liability amount — to be added].
• The cap does not apply to your obligation to pay fees, to breach of section 15, to a party's fraud or wilful misconduct, or to any liability that cannot be limited by law.

18. Governing law and disputes

This agreement is governed by the laws of India. The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days. After that, any dispute arising under or in connection with this agreement is subject to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India — the same forum as our Terms of Service.

19. Changes and general terms

• Changes to this MSA: we may update this MSA, the DPA, the Pilot Terms and the Acceptable Use Policy. Material changes are emailed to active customers at least 30 days before they take effect. The version in force when you sign an Order Form applies to that Order Form until it renews or you accept a newer version; a change required by law may apply sooner.
• Entire agreement: the documents in section 3 are the whole agreement on their subject. Your purchase-order terms do not apply.
• Assignment:neither party may transfer this agreement without the other's consent, except to a successor in a merger or sale of the relevant business.
• Subcontractors: we may use subcontractors and sub-processors and remain responsible for their work.
• Force majeure: neither party is liable for delay caused by events beyond its reasonable control, including platform-wide LinkedIn outages or policy changes.
• Publicity: neither party will name the other publicly as a customer or supplier without written consent.
• Notices: by email to the addresses in the Order Form; for Vikaas, to legal@vikaas.ai.
• Relationship: the parties are independent contractors. Agents are engaged by Vikaas, not by you.
• Severability and waiver: if one clause is unenforceable the rest still applies; not enforcing a right is not a waiver of it.

20. Contact

Contracting and notices: legal@vikaas.ai

Privacy and data protection: privacy@vikaas.ai

Banao Pvt Ltd · Bengaluru, Karnataka, India · All legal documents: vikaas.ai/legal