Master Services Agreement

Last Updated: 23 September 2025

This Master Services Agreement (“MSA” or “Agreement”) governs your acquisition and use of the Darsa AI services. By accessing or using the Darsa AI platform, website, or any related services, you are deemed to have accepted and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions.

This Agreement is made between Darsa AI Pte. Ltd., a company incorporated in Singapore (“Darsa AI”, “we”, “us”, or “our”), and the customer entity identified in the applicable Order Form (“Customer”, “you”, or “your”).

1. Definitions

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• “Customer Data” means all electronic data or information, including video and audio feeds from Customer’s cameras, submitted by or for Customer to the Services.
• “Documentation” means the applicable security and privacy documentation, and other user manuals and guides for the Services provided by Darsa AI.
• “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between you and us.
• “Services” means the products and services that are ordered by you under an Order Form and made available online by us, including associated Darsa AI software, platforms, and AI-powered analytics.
• “Subscription Term” means the period for which you have subscribed to the Services as specified in the applicable Order Form.

2. Darsa AI Services

2.1. Provision of Services. Darsa AI will make the Services available to Customer pursuant to this Agreement and the applicable Order Form during a Subscription Term. Darsa AI grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services solely for its internal business operations.

2.2. Customer Responsibilities. Customer is responsible for:

(a) ensuring its use of the Services complies with this Agreement and all applicable local, state, federal, and international laws and regulations.

(b) the accuracy, quality, and legality of Customer Data and the means by which it acquired Customer Data.

(c) securing and maintaining its own network connections and telecommunications links from its systems to Darsa AI’s data centers.

(d) managing and protecting all credentials for accessing the Services.

3. Fees and Payment

3.1. Fees. Customer will pay all fees specified in the applicable Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

3.2. Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.

3.3. Taxes. All fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Darsa AI has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Darsa AI with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. Intellectual Property Rights

4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Darsa AI and its licensors reserve all of their right, title, and interest in and to the Services and Documentation, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

4.2. Customer Data. As between Darsa AI and Customer, Customer exclusively owns all rights, title, and interest in and to all Customer Data. Customer grants Darsa AI and its Affiliates a worldwide, limited-term license to host, copy, transmit, and display Customer Data as reasonably necessary for Darsa AI to provide the Services in accordance with this Agreement.

5. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s non-public information. This includes, but is not limited to, Customer Data, business plans, and technology. This obligation will not apply to information that is publicly known, already in the receiving party’s possession, or required to be disclosed by law.

6. Warranties and Disclaimers

6.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Darsa AI warrants that the Services will perform materially in accordance with the applicable Documentation.

6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Indemnification

Customer will defend, indemnify, and hold harmless Darsa AI, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with: (a) Customer’s access to or use of the Services; (b) Customer’s violation of this Agreement or applicable laws; or (c) Customer Data, including any claim that Customer Data infringes or misappropriates the intellectual property rights of a third party.

8. Limitation of Liability

8.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DARSA AI ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE THREE (3) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

8.2. Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Governing Law and Jurisdiction

This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the laws of the Republic of Singapore, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in Singapore shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.

10. General Provisions

10.1. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

10.2. Modification. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

10.3. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.