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Master Subscription Agreement (India)

MSA (India) - Table of Contents

Last Updated: December 17, 2025

WEBENGAGE, AS THE SERVICE PROVIDER, RESERVES THE RIGHT TO UPDATE THESE TERMS FROM TIME TO TIME. BY CONTINUING TO USE ANY SERVICES PROVIDED BY WEBENGAGE, THE CUSTOMER AGREES TO COMPLY WITH THESE REVISED TERMS.

BOTH PARTIES, IN RECOGNITION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND IN CONSIDERATION OF OTHER GOOD AND VALUABLE CONSIDERATION, HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS

  1. “Affiliate” means, with respect to a party, any entity, whether incorporated or not, that directly or indirectly controls, is controlled by, or is under common control with such party or its corporate parent, where “control” = >50% voting interest.
  2. “Access Credentials” means usernames, passwords and other credentials for Platform access.
  3. “Confidential Information” means any technical and non-technical information including but not limited to patents, copyrights, trade secrets, proprietary information, inventions, know-how, developments, processes, algorithms, software programs, source codes, customer lists, pricing, marketing plans, business plans, financial information in any way related to the current, future and proposed business and products and services of both Parties.
  4. “Customer Data” shall mean End-User information submitted to the Platform by or on behalf of Customer (e.g., name, contact, device identifiers, activity), over which the Customer retains complete control and ownership.
  5. “Documentation” means any documentation provided by WebEngage for Platform use.
  6. “End-User” means any recipient of Customer communications via the Platform (app, web, offline).
  7. “Intellectual Property Rights” means all rights, title, and interest, anywhere in the world, in, to, or arising out of:
    1. Patents, patent applications, utility models, industrial designs, inventions (patentable or not), invention disclosures, divisional, continuations, reissues, renewals, extensions, and related priority rights;>
    2. Trade secrets, know-how, methodologies, algorithms, models, architectures, processes, techniques, formulae, designs, specifications, compilations, confidential or proprietary information, and rights therein;
    3. Works of authorship, copyrights, copyright registrations and applications, database and mask work rights, moral rights (to the extent waivable), and their renewals or extensions;
    4. Trademarks, service marks, trade names, logos, domain names, trade dress, social media identifiers, goodwill, and all related registrations, applications, renewals, and extensions;
    5. Software (in source, object, or intermediate form), scripts, SDKs, APIs, interfaces, documentation, test cases, and related materials, including all versions, updates, enhancements, modifications, and derivative works;
    6. Data models, blueprints, templates, taxonomies, labelling, annotations, configurations, metadata, and any aggregated, anonymised, or de-identified data generated through the Platform (excluding Customer Data); and.
    7. All other intellectual, industrial, and proprietary rights of a similar nature, whether registered or unregistered, and all applications, renewals, extensions, restorations, and rights to sue for past or future infringement or misappropriation.
  1. “Order Form” shall mean the document setting out services, quantities, and fees.
  2. “Platform” means WebEngage’s online software-as-a-service solution provided to the Customer.
  3. “Quantity” means the committed units to subscribe and pay for under the Order Form. This includes, but is not limited to, the number of authorised users, licences, API calls, messages sent, storage capacity, and any other measurable metric applicable to the specific Services. The Quantity shall be independent of the billing method or schedule and shall be binding for the term, unless otherwise modified in writing by the Parties. Any use exceeding the specified Quantity may be subject to additional fees as outlined in the Order Form.
  4. “User” shall mean an individual authorised by Customer to use the Platform (employees, contractors and third parties with whom Customer transacts business).
  5. “Third-Party Software” means software that interoperates with the WebEngage Platform at Customer’s direction.

2. ACCESS TO THE SERVICES

  1. Subject to Customer’s execution of the applicable Order Form and complete payment of all fees due, WebEngage hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to access and use the WebEngage Platform solely for Customer’s internal business operations, strictly in accordance with the terms and conditions outlined in this Agreement.
  2. Access is conditional on compliance with the Term, Quantity and this Agreement.
  3. WebEngage retains all rights in the Platform and related IP, and no transfer or ownership rights are granted hereby except for the limited license expressly set forth herein.
  4. Customer shall not permit any third party to access or use the Platform except for its authorised Users, as defined and governed in this Agreement.
  5. WebEngage reserves the right to modify, enhance or discontinue features, but will not materially degrade core functionality during the then-current Term.
  6. Customer acknowledges that access to the Platform is provided “as is” and that WebEngage does not warrant uninterrupted or error-free access.
  7. WebEngage shall use commercially reasonable efforts to ensure the Platform is available in accordance with the Service Level Agreement (“SLA”). Any failure to meet SLA commitments shall be subject to the service credit mechanism detailed in the SLA, which constitutes the Customer’s sole and exclusive remedy for unavailability or downtime.
  8. WebEngage’s commitment to Platform availability excludes the following circumstances (“Exclusions”):
    1. Force Majeure Events, including but not limited to acts of God, war, terrorism, or governmental actions; If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice.
    2. Failures or outages caused by third-party internet service providers, hosting providers, telecommunications networks, or software not controlled by WebEngage;
    3. Failures or disruptions related to Customer or End-User’s infrastructure, computer systems, devices, software, or network configurations;
    4. Any breach or non-compliance by Customer with the terms of this Agreement.
  1. WebEngage is committed to providing technical support to customers in accordance with the SLA, including support response times and channels, to ensure a smooth and efficient use of our platform, except to the extent that support is rendered impossible by Exclusions.
  2. WebEngage may modify the SLA from time to time, provided such modifications do not materially reduce the service levels during the then-current Term.

3. RESPONSIBILITIES OF THE CUSTOMER

  1. Customer is responsible for all actions taken by the Customer or its Users on the Platform. Customer shall be responsible for integrating the software development kit (“SDK Library”) into its mobile or web-based applications, enabling the Customer to access the Platform to analyse the Customer Data.
  2. Be responsible for designing and creating its own marketing content for distribution to its End-Users. The Customer shall ensure that any marketing content sent via the Platform is not unlawful, offensive, or tortious. WebEngage has no obligation to review the communication above to verify its content or to determine whether the End-Users are valid. However, if WebEngage discovers that any unlawful content is being shared via the Platform, it may, in its discretion, stop the distribution of such marketing content.
  3. Have the sole responsibility for the legality and accuracy of the Customer Data collected from its End Users.
  4. Ensure that all Access Credentials for use of the Platform remain strictly confidential and are not disclosed to any unauthorised person(s). Customer shall: (a) notify WebEngage immediately of any unauthorised use of the Access Credentials or any other known or suspected breach of security, (b) report to WebEngage immediately and use reasonable efforts to stop any unauthorised use of the Platform that is known or suspected by the Customer.
  5. Provide notice and obtain the End-User’s consent to the use of tracking technologies when using the WebEngage Platform.
  6. Please comply with all applicable laws and regulations governing your use of the Platform, including rules governing data privacy and the transmission of technical or personal data.
  7. Do not upload, post, reproduce or distribute any information, software or other material protected by copyright, data privacy rights, or any other Intellectual Property Rights via the Platform without obtaining the permission of the owner of such rights. The Customer shall ensure that neither the Customer nor its End Users knowingly or unknowingly store, transmit or upload any malicious code to the Platform.
  8. Shall not modify, reproduce, reverse engineer, sublicense, distribute, assign, transfer, rent, lease or create any derivative work of any part of the Platform; not permit any third parties to use the Platform other than the authorized Users; not send unsolicited messages; not attempt to gain unauthorized access to the Platform or try to interfere with the functioning of the Platform; or alter, remove or suppress in any manner any of WebEngage Intellectual Property Rights in the Platform.

4. RIGHT TO MONITOR

  1. WebEngage shall have the right to review, monitor, and audit Customer’s use of the Platform at any time during the Term to ensure compliance with all applicable terms and conditions of this Agreement, including but not limited to limitations on usage, billing, and security obligations.
  2. Such monitoring may include automated data collection or manual review and shall not unreasonably interfere with Customer’s use of the Platform.
  3. WebEngage may collect certain non-personally identifiable information and usage data generated during the Customer’s use of the Platform.
  4. This data may be aggregated, anonymised, and used by WebEngage for purposes including, but not limited to, reviewing Platform performance, enhancing product features, conducting benchmark studies, and other business intelligence activities.
  5. WebEngage expressly agrees that any data collected and used pursuant to this Section shall not personally identify Customer, its End Users, or any Customer Data and shall be treated in accordance with applicable data protection laws.
  6. Customer hereby grants WebEngage a worldwide, royalty-free, irrevocable license to use aggregated and anonymised data derived from Customer’s use of the Platform for the purposes described in this Section.
  7. WebEngage may, at its sole discretion, modify, enhance, or upgrade the Platform. WebEngage shall provide the Customer with any new product, feature, or module that is not part of the Customer’s original Quantity, pursuant to another Order Form, and may provide them only at an additional cost.

5. PAYMENT, TAXES AND SUSPENSION OF ACCESS AND TERMINATION

  1. Customer shall pay Subscription Fees as set out in the Order Form.
  2. The Subscription Fees are based solely on Quantity and are not adjusted for under-utilisation or deployment of the Platform or Services.
  3. Customer acknowledges and agrees that subscription Entitlements are fixed for the Subscription Term and cannot be decreased during that Term.
  4. The Subscription Fees are non-cancellable and non-refundable, except as expressly provided in this Agreement or in the applicable Order Form.
  5. Customer’s obligation to pay Subscription Fees is absolute and unconditional. It shall survive any suspension, termination, or inability to use the Platform, including but not limited to under-utilisation, failure to use, or Customer’s breach of this Agreement.
  6. The Subscription Fees do not include taxes. WebEngage shall invoice Customer for all applicable taxes, duties, levies, or governmental charges arising from the transactions contemplated by the Order Form.
  7. Customer agrees to indemnify, defend, and hold harmless WebEngage and its affiliates, officers, directors, employees, successors, and assigns from and against any claims, penalties, interest, or costs arising from Customer’s failure to properly pay, report, or remit any taxes covered by this Section.
  8. All undisputed amounts payable by Customer to WebEngage under this Agreement shall be due and payable within thirty (30) days from the date of the invoice, without set-off or deduction.
  9. All Subscription Fees and other charges shall be quoted and payable in the currency specified under the Order Form.
  10. Any payment not received by WebEngage by the due date shall accrue interest at a rate of 1% per month or the highest rate permitted under applicable law, whichever is lower, commencing on the day following the due date and continuing until payment in full is received.
  11. Customer agrees to pay any reasonable costs, fees (including attorneys’ fees), and expenses incurred by WebEngage in collecting late payments.
  12. Suppose any undisputed amounts due from Customer remain unpaid for thirty (30) days or more. In that case, WebEngage shall have the right, upon at least Five (5) days’ prior written notice to Customer, to suspend Customer’s access to the Platform until all past due amounts are paid in full.
  13. If any undisputed amounts remain unpaid for Sixty (60) days or more, WebEngage may, upon written notice to Customer, terminate this Agreement and any outstanding Order Forms.
  14. Upon such termination, WebEngage shall be entitled to immediately invoice Customer for all unpaid Subscription Fees and any applicable overage charges for the remainder of the Subscription Term, all of which shall become due and payable immediately.
  15. Customer agrees that WebEngage shall not be liable for any damages, losses, claims, or expenses arising from or relating to such suspension or termination of access due to Customer’s non-payment.

6. TERM AND TERMINATION

  1. The term of this Agreement (“Term”) shall commence on the date of execution of the Order Form hereof and shall continue for 1 year or a period as defined in the Order Form, whichever is later (“Initial Term”). Upon expiry of the Initial Term, the Agreement shall automatically renew for successive renewal periods equal in duration to the Initial Term (each a “Renewal Term”), unless either Party provides written notice of its intention not to renew at least sixty (60) days before the end of the then-current Term.
  2. Any renewal shall be subject to the applicable incremental Subscription Fees and other terms outlined in the then-current Order Form or as otherwise agreed in writing between the Parties.
  3. In the event of any revision in quantity, scope, or usage requirements at the time of renewal, the Parties shall execute a new Order Form reflecting such revisions and the corresponding Subscription Fees.
  4. This Agreement or any Order Form may be terminated by either Party during the Term:
    1. Upon material breach by the other Party of any material term, such as breach of Confidentiality, Intellectual Property, if such breach remains uncured for thirty (30) days following receipt of written notice specifying such breach; or.
    2. If the other Party becomes subject to a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

7. EFFECT OF TERMINATION

  1. Upon termination or expiration of this Agreement, each Party shall promptly return or, at the other Party’s request, delete or destroy (and certify such destruction) all Confidential Information of the other Party, including without limitation, Customer Data and Documentation.
  2. The following sections shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 7 (Payments), Section 9 (Confidentiality), Section 10.3 (Effect of Termination), Section 11 (Indemnification), and Sections 13-15 (Miscellaneous and Governing Law).
  3. Termination does not relieve Customer of unpaid fees or obligations accrued before termination.

8. OWNERSHIP

  1. The Customer shall retain all rights, title, and interest in and to the Customer Data and all Intellectual Property Rights therein.
  2. WebEngage retains all rights, title, and interest, and all Intellectual Property Rights, vested in the Platform, including any modifications, enhancements, derivatives, customisations, or updates made to the Platform by WebEngage, Customer, or any third party.
  3. Except for the limited rights expressly granted herein, no other rights or licenses, whether express or implied, are given by WebEngage.

9. LIMITED PLATFORM WARRANTY

  1. Scope of Limited Warranty. WebEngage warrants to Customer that, during the Term, the Platform will perform substantially in accordance with the terms of the Documentation. The foregoing warranty shall not apply to performance issues of the Platform (i) caused by factors outside of WebEngage’s reasonable control; (ii) that result from any improper actions of the Customer or any third parties; or (iii) that result from Customer’s data structure, operating environment or equipment.
  1. Disclaimer of Any Other Warranties. EXCEPT AS EXPRESSLY SETFORTH IN THIS AGREEMENT, WEBENGAGE HEREBY DISCLAIMS ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE PLATFORM, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER INCLUDING WITHOUT LIMITATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE. ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN ANY OTHER SO, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

10. CONFIDENTIALITY

  1. Nondisclosure. Each Party (each a “Receiving Party”) agrees that it (i) shall use and reproduce the Confidential Information of the other Party (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes, (ii) shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors who have a bona fide need to know for such purposes, and (iii) shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party. The foregoing obligations shall be satisfied by the Receiving Party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance, but not less than reasonable care. All third parties to whom the Receiving Party discloses Confidential Information must be bound in writing by obligations of confidentiality and non-use at least as protective of such information as this Agreement. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to allow the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.
  1. Exceptions. Notwithstanding anything to the contrary herein, neither Party shall be liable for using or disclosing information that such Party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (v) becomes rightfully known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally to third parties by the Disclosing Party without restrictions similar to those contained in this Agreement.

11. LIMITATION ON LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, LOSS OF PROFITS, LOSS OF DATA OR USE OF ANY SERVICE INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMERS’ PAYMENT OBLIGATIONS HEREUNDER.

12. INDEMNIFICATION

  1. WebEngage shall defend and indemnify the Customer and its Affiliates against any third-party claims (a) that the use of the Platform by the Customer as per this Agreement infringes any of its valid patents or copyrights; (b) on breach of confidentiality obligation by WebEngage per Section 11. However, WebEngage shall have the sole control over the defence and/or settlement of such claim and shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded. For infringement claims, WebEngage may, at its sole option and expense, (i) procure for the Customer the right to continue use of the Platform and/or (ii) modify the Platform or its source code so that they no longer infringe or (iii) obtain a license for Customer’s continued use of the Platform. If the above options are not possible, WebEngage shall terminate the Agreement and refund the Customer any prepaid fees for the remainder of the Agreement’s Term. This indemnity does not apply to any infringement or misappropriation claim that arises from (i) modifications to the Platform by anyone other than (ii) modifications to the Platform based upon specifications furnished by the Customer, (iii) Customer’s use of the Platform other than as specified in this Agreement or in the applicable Documentation, (iv) use of the Platform in conjunction with third-party software, hardware or data other than that approved by WebEngage or (v) any combination of the foregoing.
  2. The Customer shall defend, indemnify and hold WebEngage and its Affiliates harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses resulting from or arising out of (a) violation of any applicable law arising from Customer’s use of the Platform; (b) Customer Data infringing the Intellectual.
  3. Property Rights of a third party; (c) a breach by the Customer of its confidentiality obligations under Section 11 hereof.
  4. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim; provided that the failure to provide such notice shall not relieve the indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnifying Party shall bear full responsibility for, and shall have the right to control solely, the defense (including any settlements) of any Claim; provided, however, that (i) the indemnifying Party shall keep the indemnified Party informed of, and consult with the indemnified Party in connection with the progress of such litigation or settlement and (ii) the indemnifying Party shall not settle any such Claim in a manner that does not unconditionally release the indemnified Party without the indemnified Party’s written consent, not to be unreasonably withheld or delayed.
  5. THIS SECTION 13 SETS FORTH EACH PARTY’S ENTIRE LIABILITY AND OBLIGATION, AND EACH PARTY’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS

13. MISCELLANEOUS

  1. Both parties shall comply with applicable data privacy laws; Customer will be bound by the Data Processing Agreement (“DPA”).
  2. Customer’s use of the Platform shall be subject to WebEngage’s Acceptable Use Policy (“AUP”), which is incorporated herein by reference. Any violation of the AUP shall constitute a material breach of this Agreement and shall result in termination of Services with a penalty computed based on the breach.
  3. WebEngage may use Customer’s name or logo for promotion with Customer’s prior consent (not unreasonably withheld) and may issue joint press releases or case studies with specifics approved by Customer.
  4. Each party shall comply with anti-bribery laws; reasonable business gifts are permitted.
  5. Neither party may assign this Agreement without the other’s consent, except to a successor in merger or acquisition who assumes obligations. Unauthorised assignment is a breach.
  6. This Agreement, Order Forms, and amendments constitute the entire agreement and supersede prior agreements; order of precedence: Order Form, Addendum, MSA, DPA.
  7. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (other than those limited to the affected Party) (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance.
  8. This Agreement shall be governed by and interpreted in accordance with the laws of India, without regard to its conflict of laws rules. In the event of any dispute arising out of or in connection with this Agreement, the Parties shall attempt in good faith to resolve such dispute through negotiations. If the Parties are unable to resolve the dispute via talks, then the Parties consent to the exclusive jurisdiction and venue of the courts of Mumbai, Maharashtra, India.
  9. Notices shall be in writing and sent to addresses in the Agreement or Order Form.
  10. Parties are independent contractors; no agency, partnership, or joint venture is created.
  11. Invalid or unenforceable provisions shall be replaced by a valid provision reflecting original intent; remaining provisions survive.
  12. Failure or delay in exercising any right is not a waiver; waivers must be in writing.
  13. Headings are for convenience and do not affect interpretation.
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