Master Subscription Agreement

Silicoyn Technologies Private Limited Version: 2026-07-28

This Master Subscription Agreement (the “Agreement” or “MSA”) is entered into between Silicoyn Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office in Bengaluru, Karnataka, India (“OriginChain”, “we,” “us,” or “our”), and the customer identified in an Order (“Customer”, “you,” or “your”) (each a “Party” and together the “Parties”). It governs the Customer’s access to, and use of the OriginChain platform and related services described below.

By signing an Order that references this Agreement, by clicking “I agree” (or a similar control) during account registration, or by accessing or using any Service, the Customer accepts this Agreement. If the individual accepting this Agreement does so on behalf of an entity, that individual represents that they have authority to bind that entity, in which case “Customer” refers to that entity.

OriginChain may revise this Agreement from time to time. For subscriptions billed on a pay-as-you-go or monthly basis, the current published version at originchain.ai will apply, and continued use of the Services after a change takes effect constitutes acceptance. For subscriptions under a signed Order, changes take effect on renewal unless required earlier by law. If the Customer does not agree to a revised version, the Customer must stop using the Services.

1. Definitions

Capitalised terms have the meanings given below or where first defined in this Agreement, an Order, or a Schedule. Terms defined in an Order or Schedule but not here has the meaning given in that document.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of that entity.

“Authorised User” means an employee, contractor, or agent of the Customer whom the Customer permits to access and use the Services on the Customer’s behalf.

“Cloud Services” means the OriginChain multi-modal managed database platform and associated tooling that OriginChain provisions and operates for the Customer, including single-tenant deployments on cloud infrastructure (AWS, Azure, GCP, OCI etc) as specified in an Order.

“Customer Data” means any data, content, or files that the Customer, an Authorised User, or an End User uploads to, stores in, or processes through the Services, together with query results derived from such data.

“Documentation” means OriginChain’s then-current technical and user documentation for the Services made available at originchain.ai or otherwise provided to the Customer.

“End User” means any individual or entity that accesses or uses the Services, or Customer Data through the Services, through the Customer’s account or applications.

“Fees” means the charges payable for the Services as set out in an Order or on originchain.ai.

“Order” means an order form, online sign-up, subscription selection, statement of work, or similar ordering document under which the Customer subscribes to the Services, and which incorporates this Agreement by reference.

“Self-Managed Software” means any OriginChain software that OriginChain makes available for the Customer to install and operate on infrastructure the Customer controls, including on-premises or private-cloud deployments, as specified in an Order.

“Sensitive Personal Data” means (a) health or medical information; (b) financial account, payment card, or bank details; (c) government-issued identifiers such as Aadhaar, PAN, passport, or similar numbers; and (d) any category of data designated as sensitive under applicable data-protection law, including the Digital Personal Data Protection Act, 2023.

“Service Levels” means the availability and support commitments set out in Schedule B (Service Level Agreement).

“Services” means, collectively, the Cloud Services, the Self-Managed Software, and the Support Services, as applicable to the Customer’s Order.

“Subscription Term” means the period during which the Customer is entitled to use the Services, as stated in the applicable Order.

“Support Services” means the technical support described in Schedule B or the applicable Order.

“Usage Data” means technical and operational data generated by the operation of the Services, such as performance metrics, telemetry, feature usage, and aggregate statistics, but excluding Customer Data.

2. The Services

2.1 Grant and Availability. Subject to this Agreement and payment of applicable Fees, OriginChain grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for the Customer’s internal business purposes, in accordance with the Documentation and the applicable Order.

2.2 Cloud Services. OriginChain provisions and operates the Cloud Services as a managed, single-tenant deployment on cloud infrastructure specified in the Order. The Customer is responsible for provisioning and managing its Authorised Users and End Users, for their compliance with this Agreement, and for keeping account credentials confidential. The Customer will promptly notify OriginChain of any suspected unauthorised access to or use of its account.

2.3 Multi-Modal Platform. The Services provide a unified database platform supporting SQL, vector, graph, full-text, and natural-language queries through a single endpoint. The Documentation describes the supported query modes, connectors, and interfaces. OriginChain may enhance, update, or modify the Services from time to time, provided it will not materially reduce the core functionality of a Service during a paid Subscription Term.

2.4 Self-Managed Software. Where an Order provides for Self-Managed Software, OriginChain grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to install and use the object-code form of the software on infrastructure the Customer controls, solely for the Customer’s internal business purposes. The Customer will not, and will not permit any third party to, use the Self-Managed Software to offer a database-as-a-service, managed database, or other substantially similar hosted offering to third parties, except under a separate written agreement with OriginChain. All rights not expressly granted are reserved by OriginChain.

2.5 Trial and Beta Services. OriginChain may offer Services or features designated as trial, evaluation, preview, or beta (“Beta Services”). Beta Services are provided for internal evaluation only, may be changed or withdrawn at any time, and are provided “as is” without warranty, indemnity, Service Levels, or support. Notwithstanding any other provision, OriginChain’s total aggregate liability arising from Beta Services will not exceed the equivalent of one thousand US dollars (US$1,000).

2.6 Security. OriginChain will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of the Cloud Services and Customer Data, consistent with recognised industry standards and any security addendum agreed in an Order.

3. Support and Service Levels

3.1 Support Services. OriginChain will provide the level of Support Services specified in the applicable Order or in Schedule B. Where no support level is specified, support is limited to OriginChain’s publicly available Documentation.

3.2 Service Levels. For production Cloud Services, OriginChain will use commercially reasonable efforts to meet the availability target set out in Schedule B (targeting 99.95% monthly uptime). Service credits, where applicable, are the Customer’s sole and exclusive remedy for any failure to meet the availability target.

4. Customer Obligations and Acceptable Use

4.1 Responsibility for Users. The Customer is responsible for all activity under its account, including that of its Authorised Users and End Users, and for their compliance with this Agreement. If the Customer becomes aware of any violation, it will promptly suspend the offending access and notify OriginChain.

4.2 Acceptable Use. The Customer will not, and will not permit any person to: (a) resell, sublicense, rent, or provide the Services to third parties except as expressly permitted; (b) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent permitted by non-waivable law; (c) copy, modify, or create derivative works of the Services or remove any proprietary notices; (d) probe, scan, or test the vulnerability of the Services, or interfere with or circumvent their operation or access controls; (e) use the Services to build a competing product or service; or (f) use the Services in violation of applicable law.

4.3 Customer Data. The Customer is solely responsible for its Customer Data and represents and warrants that it has all rights necessary to upload and process such data through the Services and to grant OriginChain the rights needed to provide the Services. As between the Parties, the Customer is responsible for the accuracy, quality, legality, and appropriate configuration and backup of Customer Data.

4.4 Restricted and High-Risk Uses. The Customer will not (a) submit Sensitive Personal Data to the Services except where the Order expressly provides for it and appropriate safeguards are in place, or (b) use the Services in high-risk environments where failure could lead to death, personal injury, or severe environmental damage (such as life-support, emergency response, or the control of hazardous facilities). OriginChain has no liability arising from such prohibited use.

5. Term, Termination, and Suspension

5.1 Term. This Agreement begins on the earlier of the effective date of the first Order or the Customer’s first use of the Services and continues until all Orders have expired or been terminated.

5.2 Termination for Convenience. Either Party may terminate this Agreement on thirty (30) days’ written notice, if termination will not affect any active Order, which continues to be governed by this Agreement until it expires or is terminated in accordance with its terms.

5.3 Termination for Cause. Either Party may terminate this Agreement or an affected Order if the other Party materially breaches this Agreement and fails to cure the breach within fourteen (14) days after written notice, or immediately if the other Party becomes insolvent or subject to bankruptcy or winding-up proceedings.

5.4 Effect of Termination. On expiry or termination, the Customer’s right to use the affected Services ends. For a period of thirty (30) days after termination of Cloud Services (unless prohibited by law), OriginChain will make Customer Data available for export in a commercially reasonable format, after which OriginChain may delete it. Fees accrued before termination remain payable. If the Customer terminates for OriginChain’s uncured material breach, OriginChain will refund any prepaid Fees for the unused portion of the Subscription Term.

5.5 Suspension. OriginChain may suspend the Services, in whole or part, if (a) Fees are more than fourteen (14) days overdue and not subject to a good-faith dispute; (b) OriginChain reasonably believes the Customer is in breach of this Agreement; (c) suspension is necessary to prevent harm to the Services, OriginChain, or other customers; or (d) required by law. Fees continue to accrue during any suspension caused by the Customer.

6. Fees and Payment

6.1 Fees. The Customer will pay the Fees set out in the applicable Order or published at originchain.ai. Unless otherwise stated, Fees are quoted and payable in the currency specified in the Order.

6.2 Invoicing and Payment. Unless the Order provides otherwise, invoices are payable within thirty (30) days of the invoice date. Pay-as-you-go usage is invoiced monthly in arrears. Except as expressly stated, all Fees are non-refundable. OriginChain may charge interest on overdue amounts at 1.5% per month (or the maximum permitted by law, if lower).

6.3 Payment Disputes. OriginChain will not suspend or terminate for non-payment of Fees the Customer is disputing reasonably and in good faith, provided the Customer pays all undisputed amounts and cooperates diligently to resolve the dispute.

6.4 Taxes. Fees are exclusive of taxes. The Customer is responsible for all applicable taxes, including GST and any withholding tax, other than taxes on OriginChain’s net income. Where the Customer is required by law to withhold tax, it will gross up the payment so that OriginChain receives the full amount due, subject to providing valid withholding certificates.

7. Intellectual Property

7.1 OriginChain IP. OriginChain and its licensors own all right, title, and interest in and to the Services, the Documentation, and all related software, technology, and intellectual property, including all improvements and derivatives. No rights are granted to the Customer except as expressly set out in this Agreement.

7.2 Customer Data. As between the Parties, the Customer retains all right, title, and interest in and to its Customer Data. The Customer grants OriginChain a non-exclusive, worldwide right to host, process, transmit, and display Customer Data solely as necessary to provide the Services and to comply with the Customer’s instructions and applicable law.

7.3 Usage Data. OriginChain may collect and use Usage Data to operate, secure, support, and improve the Services and to develop new products and services, if Usage Data is not used in a form that identifies the Customer or discloses Customer Data. OriginChain owns all Usage Data and related analytics.

7.4 Feedback. If the Customer provides suggestions or feedback about the Services, OriginChain may use it without restriction or obligation, and OriginChain owns all resulting improvements to the Services.

8. Confidentiality

8.1 Definition. “Confidential Information” means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Customer Data is the Customer’s Confidential Information.

8.2 Obligations. The receiving Party will (a) use the disclosing Party’s Confidential Information only to perform under this Agreement, (b) protect it with at least reasonable care, and (c) disclose it only to those of its personnel, Affiliates, and advisers who need to know it and who are bound by confidentiality obligations at least as protective as these. These obligations continue during the term and for three (3) years after, and indefinitely for trade secrets.

8.3 Exclusions and Compelled Disclosure. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving Party, was rightfully known before disclosure, is independently developed, or is rightfully obtained from a third party. A Party may disclose Confidential Information if required by law, giving the other Party reasonable prior notice where lawful and practicable.

9. Data Protection

9.1 Compliance. Each Party will comply with data-protection laws applicable to it, including the Digital Personal Data Protection Act, 2023 and, where applicable, other Indian and international privacy laws. Where OriginChain processes personal data on the Customer’s behalf, it does so as a data processor acting on the Customer’s documented instructions.

9.2 Data Processing Terms. Where the processing of personal data is in scope, the Parties will enter a data processing addendum setting out the subject matter, duration, nature, and purpose of processing, the categories of data subjects and personal data, and the technical and organisational security measures. That addendum, once executed, forms part of this Agreement.

9.3 Security Incidents. OriginChain will notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer Data and will provide information reasonably necessary to help the Customer meet its own notification obligations.

10. Warranties and Disclaimer

10.1 Mutual. Each Party represents and warrants that it has the authority to enter into this Agreement and will comply with laws applicable to it, including export-control and anti-corruption laws.

10.2 Service Warranty. During a paid Subscription Term, OriginChain warrants that the Cloud Services will perform materially in accordance with the Documentation and will be provided in a professional and workmanlike manner. The Customer’s exclusive remedy for breach of this warranty is re-performance or correction of the affected Service or, if OriginChain cannot do so within a commercially reasonable time, termination of the affected Service and a pro-rata refund of prepaid Fees for the unused portion.

10.3 Disclaimer. Except as expressly stated in this Section 10, the Services are provided “as is” and “as available,” and OriginChain disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. OriginChain does not warrant that the Services will be uninterrupted, error-free, or meet the Customer’s requirements. These warranties do not apply to Beta Services.

11. Limitation of Liability

11.1 Cap. Except for the Excluded Claims below, each Party’s total aggregate liability arising out of or relating to this Agreement will not exceed the total Fees paid or payable by the Customer under the applicable Order in the twelve (12) months immediately preceding the event giving rise to the liability.

11.2 Exclusion of Indirect Damages. Neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, or data, however caused and whether in contract, tort, or otherwise, even if advised of the possibility. These exclusions apply even if a remedy fails of its essential purpose.

11.3 Excluded Claims. The limitations in 11.1 and 11.2 do not apply to (a) the Customer’s payment obligations; (b) either Party’s indemnification obligations; (c) a Party’s breach of confidentiality obligations; or (d) liability that cannot be limited or excluded under applicable law. For Beta Services, OriginChain’s liability is limited to the amount stated in Section 2.5.

12. Indemnification

12.1 By OriginChain. OriginChain will defend the Customer against any third-party claim that the Customer’s use of the Services in accordance with this Agreement infringes that third party’s intellectual property rights, and will indemnify the Customer for damages and reasonable costs finally awarded or agreed in settlement. If the Services are or may become subject to such a claim, OriginChain may procure the right to continue use, modify the Services to be non-infringing, or terminate the affected Service and refund prepaid unused Fees.

12.2 By Customer. The Customer will defend OriginChain against any third-party claim arising from (a) the Customer Data, (b) the Customer’s use of the Services in breach of this Agreement or applicable law, or (c) the Customer’s infringement of a third party’s rights, and will indemnify OriginChain for damages and reasonable costs finally awarded or agreed in settlement.

12.3 Procedure. The indemnified Party will give prompt notice of the claim, allow the indemnifying Party to control the defence and settlement (provided no settlement imposes non-monetary obligations on the indemnified Party without its consent), and provide reasonable cooperation at the indemnifying Party’s expense.

12.4 Exclusive Remedy. This Section 12 states each Party’s sole liability and exclusive remedy for the third-party claims it covers.

13. General

13.1 Governing Law and Jurisdiction. This Agreement is governed by the laws of India. The courts at Bengaluru, Karnataka have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, subject to Section 13.2.

13.2 Dispute Resolution. The Parties will attempt in good faith to resolve any dispute amicably. Failing resolution within thirty (30) days, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996; the seat and venue of arbitration will be Bengaluru, and the proceedings will be in English. Either Party may seek urgent interim relief from a competent court.

13.3 Assignment and Subcontracting. Neither Party may assign this Agreement without the other’s consent, except to an Affiliate or in connection with a merger or sale of substantially all its assets. OriginChain may use subcontractors to provide the Services, provided it remains responsible for their performance.

13.4 Publicity. OriginChain may identify the Customer by name and logo as a customer in its marketing materials. Any case study or more detailed reference requires the Customer’s prior written approval.

13.5 Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, failures of telecommunications or internet infrastructure, or governmental action.

13.6 Notices. Notices must be in writing and in English, and are deemed given when delivered by hand, by courier with confirmation of delivery, or by email with confirmation of receipt, to the addresses stated in the Order. Legal notices to OriginChain must be sent to legal@originchain.ai.

13.7 Entire Agreement; Order of Precedence. This Agreement, together with all Orders and Schedules, is the entire agreement between the Parties and supersedes all prior discussions. In case of conflict, the order of precedence is: (a) the applicable Order, (b) this Agreement, and (c) the Documentation. Customer purchase-order terms are of no effect.

13.8 Amendment and Waiver. Except as permitted for online or pay-as-you-go subscriptions, this Agreement may be amended only by a written document signed by both Parties. No waiver is effective unless in writing, and no delay in exercising a right is a waiver of it.

13.9 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in effect.

13.10 Survival. Sections 5.4, 6, 7, 8, 9, 10.3, 11, 12, and 13 survive termination or expiry of this Agreement.

13.11 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Schedule A — Order Form

This Order Form is entered into under and incorporates the OriginChain Master Subscription Agreement. Capitalised terms have the meanings given in that Agreement.

Signed for and on behalf of the Parties as of the Order effective date.

Schedule B — Service Level Agreement

B.1 Availability Target

For production Cloud Services, OriginChain will use commercially reasonable efforts to make the Services available at least 99.95% of the time in each calendar month, measured as Monthly Uptime Percentage and excluding Excluded Downtime (below).

Monthly Uptime Percentage = (Total minutes in month − Downtime minutes) ÷ Total minutes in month × 100.

B.2 Excluded Downtime

The following are excluded from Downtime: (a) scheduled maintenance notified in advance; (b) emergency maintenance; (c) issues caused by the Customer’s systems, configurations, applications, or Customer Data; (d) factors outside OriginChain’s reasonable control, including force-majeure events and failures of third-party networks or cloud infrastructure; and (e) Beta Services.

B.3 Performance

OriginChain targets sub-100ms query latency and sustained throughput of 10,000+ queries per second for supported workloads and configurations described in the Documentation. Actual performance depends on data model, query complexity, deployment size, and configuration, and is a target rather than a warranty except where expressly stated in an Order.

B.4 Service Credits

Where OriginChain fails to meet the availability target in a given month, the Customer may request service credits as its sole and exclusive remedy, calculated as a percentage of the monthly Fees for the affected Service:

Credits must be requested within thirty (30) days of the affected month, are applied against future invoices, are non-refundable in cash, and in aggregate will not exceed the Fees for the affected month.

B.5 Support

OriginChain will provide technical support through the channels and within the target response times specified in the applicable Order. Where none are specified, support is provided on a commercially reasonable-efforts basis during business hours (India Standard Time).