Master Subscription Agreement
Version 1.0
Last revised on: 15 July, 2025
This Master Subscription Agreement (this “Agreement”) is made between dFusion Technologies Pte. Ltd., a Seychelles private limited company (“dFusion”) and each party (a “Customer”) that executes an Order Form for the Service. The Agreement consists of the terms below, each Order Form (including exhibits), and any amendments to any of the foregoing. The “Effective Date” is the date of Customer’s initial Order Form. By executing the initial Order Form or subscribing to the Service online, Customer agrees to all the terms set forth below.
In certain cases, dFusion may provide a trial version of the Service. In such case, the Customer consents to this Agreement by clicking “Agree” or using the Service. If a subsequent commercial agreement is executed, it will supersede this Agreement to the extent of any conflict.
WHEREAS, Customer wishes to subscribe to the Service;
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS
1.1 “Affiliate” means any entity controlling, controlled by, or under common control with a party, excluding competitors or similar AI/data protocol providers.
1.2 “Customer Data” means all data uploaded, transmitted, or submitted by Customer to the Service.
1.3 “Order Form” means the ordering document executed by both parties for Services and incorporated by reference.
1.4 “Service” means access to the dFusion Data Protocol, including data ingestion tools, subnets, nodes, API access, model training modules, and any related implementation, support, and infrastructure services.
1.5 “Software” means the source code, backend, logic, and interfaces powering the dFusion Service, including supporting documentation.
2. SERVICE ORDERS
2.1 Service Access. Subject to this Agreement and the applicable Order Form, dFusion grants Customer a limited, non-exclusive right to access and use the Service.
2.2 Subscription Term. The term of the subscription is defined in the Order Form or defaults to one (1) year.
2.3 Renewal. Subscriptions renew annually unless either party provides 30 days’ prior written notice.
2.4 Affiliate Orders. Affiliates may enter separate Order Forms referencing this Agreement.
3. USE OF SERVICE
3.1 Restrictions. Customer agrees not to reverse engineer, decompile, modify, resell, or use the Service outside permitted scope.
3.2 Appropriate Use. Customer agrees not to:
- Upload harmful or malicious code.
- Breach applicable law or data rights.
- Misrepresent identities or impersonate others.
3.3 Transfer Prohibited. Rights may not be transferred without prior written consent, except as permitted under Section 12.2.
3.4 Monitoring. dFusion reserves the right to monitor and restrict use to enforce compliance.
4. PAYMENT TERMS
4.1 Fees and Taxes. All fees are invoiced in USD and payable within 15 days. Fees are non-cancellable and non-refundable. Customer is responsible for applicable taxes.
4.2 Audit Rights. dFusion may audit Customer usage annually upon 30 days’ notice. If material discrepancies are found (e.g., >5%), Customer will bear audit costs.
5. OWNERSHIP
5.1 No Transfer of Ownership. The Agreement does not transfer IP rights.
5.2 dFusion IP. All rights in the Service and related IP remain with dFusion.
5.3 Customer IP. Customer retains rights in Customer Data. dFusion claims no ownership except as needed to provide the Service.
6. CONFIDENTIALITY
6.1 Definition. Confidential Information includes trade secrets, pricing, technology, and data shared in the course of the relationship.
6.2 Exclusions. Information that is public, independently developed, or disclosed by a third party without breach is excluded.
6.3 Obligations. Each party agrees to protect Confidential Information for 5 years (or indefinitely for trade secrets), disclosing only to employees or agents with a need to know and bound by confidentiality.
7. WARRANTIES
7.1 Authority. Each party warrants it has authority to enter into this Agreement.
7.2 Data Protection. dFusion will maintain appropriate safeguards for Customer Data.
7.3 Exclusions. dFusion is not responsible for errors caused by Customer misuse or unapproved integrations.
7.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY.
8. INDEMNIFICATION
8.1 By Customer. Customer will defend dFusion against claims relating to Customer Data or breach of applicable law.
8.2 Procedure. Prompt written notice is required. Indemnifying party controls the defense, but settlements must be approved in writing by the indemnified party if they impose obligations.
9. LIMITATIONS OF LIABILITY
9.1 No Indirect Damages. Neither party is liable for indirect or consequential damages.
9.2 Cap on Liability. Liability is limited to the amount paid by Customer in the preceding 12 months.
9.3 Risk Allocation. These limitations reflect the agreed allocation of risk.
10. TERM AND TERMINATION
10.1 Term. This Agreement begins on the Effective Date and continues until terminated per this section.
10.2 Termination for Breach. Either party may terminate for uncured material breach (30-day notice) or insolvency.
10.3 Effect. Upon termination, Customer must stop using the Service and may export Customer Data within 30 days.
10.4 Survival. Sections 5–12 survive termination.
10.5 Non-Solicitation. Customer agrees not to solicit dFusion personnel for 12 months post-termination.
11. GOVERNMENT USE (If Applicable)
The Service is commercial software. Government use is limited to rights described in this Agreement.
12. GENERAL TERMS
12.1 Entire Agreement. This Agreement supersedes all prior agreements. Purchase orders do not override its terms.
12.2 Assignment. Neither party may assign this Agreement without written consent, except in the event of a merger or acquisition.
12.3 Force Majeure. Neither party is liable for delays beyond its reasonable control.
12.4 Modifications. Amendments must be in writing and signed by both parties.
12.5 Governing Law. This Agreement is governed by the laws of DUbai International Financial Center, United Arab Emirates. Disputes will be resolved by arbitration under SIAC Rules in Singapore (remote proceedings permitted).
12.6 Notices. Notices must be in writing and sent to the contact on the Order Form.
12.7 No Agency. Nothing herein creates a joint venture or partnership.
12.8 Publicity. Customer agrees that dFusion may identify Customer and use its logo in marketing materials, unless otherwise agreed in writing.
Service
Address: Unit GV07-OF-02, Level 7, Gate Village Building 10, Dubai International Financial Centre
Email: dao@dfusion.ai