Master SaaS Terms of Service

Last updated: April 27, 2026

THESE SAAS MASTER TERMS OF SERVICE ("TERMS"), TOGETHER WITH ANY EXHIBITS, ADDENDA, OR ORDER DOCUMENTATION (EACH, WHERE APPLICABLE, AND COLLECTIVELY, "AGREEMENT"), GOVERN YOUR ACCESS AND USE OF THE SERVICES (AS DEFINED BELOW). IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE TERMS AND ANY EXHIBITS, ADDENDA, OR ORDER DOCUMENTATION, THE LATTER WILL CONTROL TO THE EXTENT OF SUCH CONFLICT.

BY PLACING AN ORDER REFERENCING THESE TERMS OR BY ACCESSING OR USING THE SERVICES (IF NOT SET FORTH ON THE INITIAL ORDER DOCUMENTATION, THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, "EFFECTIVE DATE"), YOU ("YOU," "YOUR," OR "CUSTOMER") AND SAHO LABS, INC. ("SAHOLABS," "COMPANY," "WE," OR "US") ARE ENTERING INTO A LEGALLY BINDING CONTRACT AS OF THE EFFECTIVE DATE AND YOU AGREE TO BE BOUND BY AND ABIDE BY THIS AGREEMENT.

IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A LEGAL ENTITY OR ON BEHALF OF A BENEFICIARY (AS APPLICABLE), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND/OR ANY BENEFICIARY (AS APPLICABLE), IN WHICH CASE THE TERMS "YOU" AND "YOUR" AS USED HEREIN WILL REFER TO SUCH ENTITY AND BENEFICIARY (AS APPLICABLE). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE OR AUTHORIZE ANY USE OF THE SERVICES.

SAHOLABS MAY MODIFY THESE TERMS FROM TIME TO TIME. IF SAHOLABS MAKES ANY MATERIAL CHANGES TO THESE TERMS, AS DETERMINED BY SAHOLABS AT ITS SOLE DISCRETION, SAHOLABS WILL PROVIDE YOU WITH PRIOR WRITTEN NOTICE (INCLUDING, WITHOUT LIMITATION, BY POSTING THE MODIFIED TERMS ON ITS WEBSITE OR IN THE SERVICES AND/OR BY SENDING AN EMAIL TO THE LAST EMAIL ADDRESS PROVIDED BY YOU). BY AGREEING TO THE MODIFIED TERMS OR CONTINUING USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE MODIFIED TERMS, YOU AGREE TO THE MODIFIED TERMS.

1. The Services

1.1 Intended Customer. The Services are designed for and offered to Indian Micro, Small, and Medium Enterprises ("MSMEs"), each as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (the "MSMED Act"). References to "Customer" in this Agreement refer to such MSMEs and any other organization that places an order for the Services. Customer represents that it is duly organized under the laws of India (or, where Company expressly agrees in writing, another jurisdiction) and has the authority to enter into and perform this Agreement.

1.2 Grant of Rights. Subject to the terms and conditions of the Agreement, during the Term (as defined below), Company will provide Customer with a revocable, non-exclusive, non-sublicensable, non-transferable right to access and use certain Company Materials (as defined below) and the Company web-based application together with associated SahoLabs wearable devices and on-site capture services ("Company Platform," and collectively with the Company Materials, "Services"), as further detailed and subject to any limitation in the applicable order documentation. The "Company Materials" may include, without limitation, dashboards, reports, analytics outputs, documentation, instructional materials, and other similar materials provided or produced by Company hereunder.

1.3 Restrictions on Use. Except as expressly set forth in the Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) access the Company Platform through unauthorized means, including but not limited to scraping, crawling, or penetration testing; (e) use the Services for the benefit of a third party; (f) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (g) use the Services to build an application or product that is competitive with any Company product or service, including by training machine learning models on Company outputs to compete with Company; (h) interfere or attempt to interfere with the proper working of the Services; or (i) bypass any measures Company may use to prevent or restrict access to the Services (or other accounts, computer systems, or networks connected to the Services).

1.4 Use Obligations. Customer acknowledges that Company is solely an operational intelligence software provider and does not direct Customer's operational, employment, disciplinary, or staffing decisions ("Operational Activities") and accordingly, Customer is solely responsible and Company takes no responsibility for the following: (i) Customer's compliance with all Applicable Laws in connection with Customer's use of the Services and its Operational Activities, including labor, employment, occupational health and safety, and data-protection laws; (ii) Customer's obligation to provide notice to and obtain any consents from workers and other on-site individuals required for the capture, processing, and use of footage or telemetry produced through the Services; and (iii) Customer's obligation to keep its users informed that Company outputs are intended as decision-support and are not to be used as the sole basis for any safety-critical or employment-impacting decision. "Applicable Law(s)" means all applicable and duly enacted laws, statutes, rules, and regulations that are binding on and applicable to a Party in the conduct of its respective business.

1.5 User Accounts. Customer is solely responsible for all of Customer's activity in connection with the Services, including but not limited to footage and other Customer Data (as defined below) submitted to the Company Platform. Each Customer employee or agent who accesses the Services must establish their own account for such access. Customer is responsible for provisioning and managing its user accounts, for its users' actions through the Services, and for their compliance with the Agreement. Customer will ensure that users keep their login credentials confidential and will promptly notify Company upon learning of any compromise of user accounts or credentials. The actions of users with respect to the Services shall be binding on Customer.

1.6 Beta Services. Company may provide Customer access to features, products, or services in a free or paid beta program ("Beta Services"). Beta Services are provided on an early-access basis and may contain bugs and errors. Customer assumes all risks and costs associated with use of Beta Services, and Customer understands that Company may change or discontinue them at any time. Notwithstanding anything to the contrary in this Agreement, Company shall have no obligation to indemnify Customer for use of Beta Services, and Company's liability for any claims arising from Customer's use of Beta Services shall not exceed ₹10,000 (or the equivalent of $1,000 USD, whichever is greater).

1.7 Professional and On-Site Services. Company may perform on-site capture visits, deployment, integration, training, and other professional services ("Professional Services") as further detailed in the applicable order documentation. Customer will give Company timely access to the relevant facilities, materials, resources, and personnel reasonably needed to perform the Professional Services. The Professional Services shall be deemed accepted upon delivery unless Customer provides written notice of material nonconformity within five (5) business days of delivery, specifying the nature of the nonconformity in detail. Company shall have a reasonable period to correct any validly identified nonconformities. Any change in scope shall require a written change order executed by both parties.

2. Fees and Payment Terms

2.1 Fees. Customer shall pay Company the fees as set forth in the applicable order documentation ("Fees"). Unless otherwise stated, Fees are due net 30 days after Customer's receipt of the applicable invoice. Past-due invoices are subject to interest of the lesser of 1.5% per month or the maximum amount permitted by law. All Fees invoiced are non-cancelable, non-refundable (except as expressly set forth below), and not subject to set-off.

2.2 Taxes. Fees and expenses are exclusive of taxes, including GST and any other applicable indirect taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Company's net income).

3. Term and Termination

3.1 Term. The term of the Agreement (the "Term") shall commence on the Effective Date and continue until terminated in accordance with this section.

3.2 Termination. Either party may terminate the Agreement (a) at any time, with written notice, after the expiration or termination of all orders (subject to Customer's obligation to pay in full any amounts still due), or (b) for cause if the other party has breached any of its material obligations under this Agreement and has failed to cure such material breach within thirty (30) days after receiving written notice. If Company terminates for Customer's material breach, Customer shall remain responsible for the Fees, if any, due for the remainder of the Agreement. If Customer terminates for Company's material breach, Customer shall receive a refund of Fees paid, prorated based on the effective date of termination.

3.3 Survival. Except as set forth herein, all obligations of each party hereunder, and all rights granted hereunder, shall terminate upon expiration or termination of the Agreement; provided that the following sections of the Terms will survive: Sections 3.1, 4–6, 7.2, 8–10.

4. Confidentiality

4.1 Confidential Information. During the Term, a party ("Recipient") may be provided information of the other party ("Discloser") that the Discloser designates as confidential or that the Recipient knows or reasonably should know is considered by the Discloser to be confidential or proprietary in nature ("Confidential Information"). The Recipient agrees, during and after the Term, not to use any of the Discloser's Confidential Information except for the purposes of this Agreement and not to disclose such information to any third party or to assert an ownership interest in such information. The Recipient agrees to take all reasonable precautions to prevent unauthorized or inadvertent disclosure and to be responsible for any breach by its officers, directors, contractors, or employees. Confidential Information does not include information available to the public without restriction, information rightfully provided to the Recipient by a third party under no duty of confidence, information rightfully in the Recipient's possession without restriction prior to disclosure, or information independently developed by the Recipient. Recipient may disclose information that it is required to disclose in response to a court order, subpoena, or other legally binding process, provided that, to the extent legally permissible, the Discloser is provided prior written notice and an opportunity to contest. Neither party will disclose the terms of this Agreement to any third party, except to bona fide prospective investors and/or acquirers.

4.2 Use of Customer Name. Customer hereby grants Company the limited right to use Customer's name and logo (a) as necessary to perform the Services, and (b) to list Customer as a customer of Company on its website, marketing materials, and/or public presentations, provided that Customer is listed in substantially the same manner as similarly situated customers and Company's use complies with Customer's standard trademark usage guidelines as provided to Company from time to time. Customer may opt out by written notice to Company at legal@saholabs.com.

5. Data Protection and Use

5.1 Customer Data. "Customer Data" means any data, content, footage, telemetry, or materials transmitted via the Company Platform or recorded by SahoLabs wearables or capture equipment in connection with Customer's engagement, including operational footage of Customer's facilities and workers. Customer represents that it has obtained all rights, consents, and notices required to provide such Customer Data and to allow Company to process it, including any worker notice and consent required under Applicable Law. Customer acknowledges and agrees that Company may access, use, and modify Customer Data for the purposes of (a) providing the Services and any support or consultation services to Customer and (b) generating Aggregated and Anonymized Data. "Aggregated and Anonymized Data" means data that has been aggregated or anonymized and which cannot be linked specifically to Customer or any identifiable individual. Company will not use Customer Data to train any third-party or Company-owned large language models or foundation models without Customer's prior written consent.

5.2 Data Processing Addendum. To the extent that, in connection with the Services, Customer provides any Customer Data that contains "Personal Data" as defined in the Company Data Processing Addendum ("Company DPA"), the Company DPA available at https://saholabs.com/legal/dpa shall apply and is incorporated by reference. Any terms not defined in this paragraph have the meanings given to them in the Company DPA.

5.3 Data Security. Company will implement and maintain commercially reasonable and industry-standard administrative, physical, organizational, and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration, or disclosure of Customer Data, including encryption in transit and at rest, role-based access controls, and audit logging. Company will take commercially reasonable measures to investigate, contain, and mitigate any incident that has or potentially has compromised the security, confidentiality, or integrity of any Customer Data. Company will also implement the security measures outlined in the Company DPA with respect to any Personal Data within Customer Data.

5.4 Data Retention and Deletion. Unless otherwise agreed in the applicable order documentation, Company may delete all Customer Data 30 days following the expiration or termination of the Agreement, subject to standard backup or record-retention policies and Applicable Law, and subject to Section 4.1 (Confidentiality) and any DPA.

6. Intellectual Property

6.1 Licenses. Company acknowledges that Customer owns all right, title, and interest in Customer's Confidential Information and Customer Data. Company owns and retains all right, title, and interest in and to the Company Platform, the Company Materials, Company's Confidential Information, Company's models and analytics, and all software, products, works, and other intellectual property and moral rights related thereto or created or provided by Company in connection with this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly set forth in this Agreement.

6.2 Feedback. If Customer gives Company feedback regarding improvement or operation of the Services, Company may use the feedback without restriction or obligation. Customer's provision of feedback does not give Customer any intellectual property right in any aspect of the Services. All feedback is provided "AS IS," and Company will not publicly identify Customer as the source of feedback without Customer's permission.

6.3 Infringement. In the event Customer's use of the Services is restricted, temporarily or permanently, by court order, due to a third-party claim alleging that such use infringes, violates, or misappropriates such third party's IP Rights (an "Infringement Claim"), Company will, at its sole option and expense: (i) obtain for Customer the right to continue receiving the impacted Services, (ii) replace or modify the impacted Services so they are non-infringing without materially decreasing functionality or performance, or (iii) if (i) and (ii) are not commercially reasonable, terminate the impacted Services and refund any pre-paid but unused Fees associated with the terminated Service portion(s). Company shall also be obligated to indemnify for Infringement Claims under Section 9 below. THE RIGHTS AND REMEDIES IN THIS SECTION, TOGETHER WITH COMPANY'S INDEMNIFICATION OBLIGATION BELOW, STATE COMPANY'S SOLE LIABILITY AND CUSTOMER'S SOLE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS. Company has no liability for any Infringement Claim that arises from Customer's unauthorized access or use, breach of the Agreement, or combination with third-party software or systems where the Infringement Claim would not be valid but for such combination.

7. Warranties and Disclaimers

7.1 Company Representations. Company represents that the Services will substantially perform the core functionality described in the applicable order documentation. To the extent the Services rely on third-party AI models, cloud services, or infrastructure, Company disclaims liability for the availability, performance, or behavior of such third-party components. Company does not warrant that any analytic, classification, score, annotation, or output will be accurate, complete, or error-free. Customer acknowledges that outputs are probabilistic and require human review prior to use in safety-critical or employment-impacting applications. Company represents that, to its knowledge, the Services are designed to be capable of being used in a manner that complies with Applicable Law. Company does not represent or warrant that Customer's specific use will comply with any law, regulation, or industry standard. Customer is solely responsible for determining whether and how to use the Services in compliance with Applicable Law.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, ALL OF WHICH ARE PROVIDED "AS IS." COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8. Limitation of Liability

8.1 No Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO ANY OF THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF FORESEEABLE OR THE PARTY HAD BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

8.2 Limitation of Damages. IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY FOR ALL CLAIMS OF ANY KIND ARISING FROM THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THE ORDER DOCUMENTATION FROM WHICH A CLAIM AROSE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (II) ₹1,00,000 (or the equivalent of $1,000 USD, whichever is greater). MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THE LIMITATION OF DAMAGES REFLECTS THE ALLOCATION OF RISK AMONG THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.3 Exceptions. The limitations contained in Sections 8.1 and 8.2 shall not apply to limit a party's liability for claims resulting from breach of Section 4.1 (Confidentiality) (not resulting from a data breach) or liability that cannot be limited by law.

9. Indemnification

9.1 Company's Indemnification Obligation. Company agrees to indemnify, defend, and hold Customer, and its officers, directors, employees, agents, successors, and permitted assigns ("Customer Indemnitees"), harmless from and against any third-party claims, suits, actions, proceedings, demands, or judgments, and any resulting losses, payments, liabilities, fines, settlements, penalties, damages, costs, and expenses actually incurred (including reasonable legal fees) (collectively, "Third Party Claims") to the extent arising from: (i) an Infringement Claim; (ii) Company's fraud or willful misconduct; or (iii) Company's violation of Applicable Law.

9.2 Customer's Indemnification Obligation. Customer agrees to indemnify, defend, and hold Company and its officers, directors, employees, agents, successors, and permitted assigns ("Company Indemnitees") harmless from and against any Third Party Claims to the extent arising from: (i) Customer's Operational Activities; (ii) Customer's use of the Services; (iii) Customer Data, including any failure to provide required notice to or obtain required consent from workers or other individuals captured; (iv) Customer's fraud or willful misconduct; or (v) Customer's violation of Applicable Law.

9.3 Procedures. Each party's indemnification obligations are conditioned upon the indemnitee providing the indemnitor with: (a) prompt written notice of all indemnifiable claims (provided that a failure to provide such notice shall only relieve the indemnitor of its indemnity obligations if the indemnitor is materially prejudiced); (b) sole control over the defense and settlement of all indemnifiable claims (provided that the indemnitee may participate in such defense at its own expense); and (c) reasonable information and assistance in connection with such defense (at the indemnitor's expense). The indemnifying party shall not, without the indemnified party's prior written consent, enter into any settlement that admits guilt, fraud, liability, or wrongdoing of the indemnified party, requires action or inaction by the indemnified party, or provides for any damages other than money damages for which the indemnified party is indemnified.

10. Miscellaneous

The Agreement shall be construed and interpreted in accordance with the laws of India without regard to its conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the competent courts in India for resolution of any dispute permitted under this Agreement. The Agreement represents the entire agreement between Customer and Company with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and proposals (whether oral, written, or electronic). All notices under the Agreement shall be sent via electronic mail to the contact for each party set forth in the most recent order documentation and shall be deemed duly given when receipt is electronically confirmed. Either party may update its notice address by giving notice in accordance with this section. Except as otherwise provided herein, the Agreement may be amended only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including the elements; fire; flood; severe weather; earthquake; denial-of-service or similar attacks; internet failure; acts of God; acts of war; acts of terrorism; riots; and civil or public disturbances. Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that (a) each party may assign the Agreement without consent to a successor-in-interest in connection with a sale of all or substantially all of such party's business or assets relating to the Agreement, and (b) Company may utilize subcontractors in the performance of its obligations hereunder. Company will be directly responsible for performance by its subcontractors. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement, and neither party has authority to bind the other. Each party acknowledges that due to the unique nature of the other party's Confidential Information, there can be no adequate remedy at law for any breach of confidentiality obligations, and therefore that, upon any such breach or threat thereof, such other party shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law. If any provision of the Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of the Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.

For questions about these Terms, contact us at legal@saholabs.com.