Master Subscription Agreement

1. Parties and structure

This Master Subscription Agreement ("MSA") is between Antanox, based in India ("Antanox", "we"), and the customer identified in the applicable order, checkout, or Enterprise agreement ("Customer", "you"). It governs subscriptions to the Orithos platform together with the Terms of Service, Privacy Policy, Refund Policy, and Data Processing Agreement.

Order of precedence on conflict: (1) a signed Enterprise order/agreement, (2) the DPA for data-protection matters, (3) this MSA, (4) the Terms of Service, (5) the Privacy and Refund Policies.

2. Subscription and term

• Self-serve plans begin on purchase and renew each billing period until cancelled. Enterprise terms begin on the order's effective date for the stated initial term, then auto-renew for equal periods unless either party gives 30 days' non-renewal notice.
• Plan limits (seats, agents, concurrent scans, features) are as described on the pricing page or order. Overage, if enabled, is metered and billed per the rate card.
• Trials and early-access evaluation use is time-limited, non-production, and provided as-is.

3. Fees and payment

• Self-serve fees are collected at purchase through Dodo Payments. Enterprise fees are invoiced per the order, payable net-30.
• Fees are exclusive of taxes; each party bears its own withholding obligations and provides certificates where treaty relief applies.
• Overdue invoiced amounts bear interest at 1% per month or the maximum lawful rate, whichever is lower, after written notice. We may suspend for non-payment 15 days after notice.
• Fee disputes must be raised within 60 days of invoice with reasonable detail; undisputed portions remain payable.

4. Customer responsibilities

You are responsible for (a) lawful authority to test every scanned system (see Terms §3); (b) accuracy and lawful basis of data you submit, including personal data in agent configurations; (c) your users' compliance with these terms; (d) maintaining your endpoint availability for scheduled scans; (e) keeping credentials confidential.

5. Confidentiality

Each party will protect the other's Confidential Information (non-public business, technical, and security information, including scan results and agent configurations) with at least reasonable care, use it only to perform under this agreement, and disclose it only to personnel and advisors bound by confidentiality. Exclusions: information already public, independently developed, received from a third party without duty, or required by law (with prior notice where lawful). Confidentiality survives 3 years after disclosure (trade secrets: indefinitely).

6. Intellectual property

Antanox owns the platform, judge pipeline, documentation, and brand. You own your data, configurations, and scan results. Neither party receives implied licenses. The public probe catalog at github.com/Antanox/orithos-catalog is MIT-licensed and excluded from platform IP restrictions. Feedback you provide may be used freely without obligation.

7. Warranties

Each party warrants authority to enter this agreement. Antanox warrants the Service will perform materially as documented and that support will be provided with professional skill. EXCEPT AS STATED, THE SERVICE IS PROVIDED AS-IS; scan results are point-in-time evaluated verdicts, not certifications or guarantees of security (see Terms §2, §9).

8. Liability

The Terms §10 liability cap and exclusions apply to this MSA. Enterprise orders may negotiate a higher cap in writing; absent that, the 12-month-fees cap governs. Neither party excludes liability for matters that cannot lawfully be limited.

9. Indemnities

Customer indemnities in Terms §11 apply. Antanox additionally indemnifies the Customer against third-party claims that the Service as provided infringes their intellectual property rights, conditioned on prompt notice and control of defense; remedies may include procuring rights, modifying the Service, or terminating the affected portion with a pro-rata refund of prepaid fees.

10. Term and termination

Either party may terminate for material breach uncured within 30 days of written notice, or immediately for insolvency. On termination or expiry: access ends; prepaid unused subscription value is not refunded except per the Refund Policy or negotiated order terms; Customer data is deleted within 30 days per retention settings (export available beforehand). Sections 5, 6, 8, 9, and 11 survive.

11. General

Governing law: laws of India; exclusive jurisdiction of the courts at Antanox's principal place of business in India, after 30 days' good-faith negotiation (urgent injunctive relief excepted). Consumer mandatory protections preserved. Assignment: no assignment without consent except in merger/asset sale. Notices: to [email protected] (Antanox) and your billing email. Force majeure, severability, entire agreement: as in Terms §14. Amendments to Enterprise orders require signed writing; self-serve terms update per Terms §14.