THIS MASTER SERVICES AGREEMENT (this "Agreement") is made effective as of the Effective Date set out in the applicable Order Form, by and between: (1) Smartreview AI Private Limited (also styled "Smartreview AI Pvt Ltd", CIN: U62091KA2026PTC223899), a company incorporated under the laws of India, with registered office at H.No B-2, 15th Cross, Bommanahalli, Bangalore, Karnataka, India – 560068 ("Smartreview AI™", "we", "us" or the "Provider"); and (2) the customer/partner entity identified in the Order Form or account registration or sign up (the "Customer/Partner" or "you"). Smartreview AI™ and the Customer/Partner are each a "Party" and together the "Parties".
Background. Smartreview AI™ operates an AI-native software review and trust-certification platform that produces the Trust-IQ Score™ — an independent 0–100 composite assessment of business software providers (Customers/Partners), combining verified user trust signals with an automated independent audit of security, privacy, governance and software-development practices. The Customer/Partner wishes to subscribe to the platform and, where applicable, to be assessed for and to display a Trust-IQ certification, on the terms of this Agreement.
The Parties acknowledge that Smartreview AI's assessments, scores, rankings and audit findings are its own independent opinions, are not influenced by payment, and are published in the legitimate interest of software buyers. This Agreement is entered into on that basis. IT IS AGREED as follows.
1.1 In this Agreement, capitalised terms have the meanings given below:
1.2 Interpretation. Clause headings are for convenience only. "Including" means "including without limitation". References to a statute include subordinate legislation and amendments. "Writing" includes email. In the event of conflict, the order of precedence is: (a) the Order Form; (b) the body of this Agreement; (c) the Schedules; (d) the Documentation.
2.1 Provision. Subject to this Agreement and payment of Fees, Smartreview AI™ grants the Customer/Partner a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform for the Customer/Partner's internal business purposes.
2.2 Assessment services. Where the Customer/Partner's plan includes Assessment and Certification, Smartreview AI™ will assess the Customer/Partner using its standard methodology and will make the resulting Trust-IQ Score and related outputs available in accordance with Clause 3.
2.3 Changes to the Services. Smartreview AI™ may modify, improve or discontinue features of the Platform and may refine its methodology and models from time to time. Material adverse changes to a paid feature during a Subscription Term will be notified in advance where reasonably practicable.
2.4 Users. The Customer/Partner is responsible for its Users' acts and omissions and for maintaining the confidentiality of account credentials. The Customer/Partner must ensure Users comply with this Agreement and the Acceptable Use Policy.
2.5 Acceptable use. The Customer/Partner must not, and must not permit any person to: (a) resell or provide the Services to third parties except as expressly permitted; (b) reverse engineer or attempt to derive the methodology, models or scoring logic; (c) submit false, misleading or manipulated review or audit data, or induce others to do so; (d) interfere with the integrity, security or performance of the Platform; or (e) use the Services in breach of law or third-party rights.
3.1 Independent opinion. The Customer/Partner acknowledges and agrees that Trust-IQ Scores, rankings, audit findings and related commentary are Smartreview AI™'s own independent assessments and expressions of opinion, formed in good faith on the basis of the data available to it and its published methodology. They are not statements that any particular fact is true of the Customer/Partner and are not advice to any buyer.
3.2 No guaranteed outcome. Smartreview AI™ does not warrant, and the Customer/Partner must not represent, that the Customer/Partner will receive any particular Trust-IQ Score, ranking, badge or certification, or that a Score once issued will be maintained. A Score may go up or down, or certification may be withheld or revoked, as data and methodology change.
3.3 Right to publish. The Customer/Partner grants Smartreview AI™ the right to generate, use, publish, display, distribute and update Published Materials concerning the Customer/Partner and its software, including on the Platform, in leaderboards, and to prospective buyers and the public, during and after the Subscription Term. This right is a fundamental basis of the bargain and survives termination in respect of materials already published or derived from data lawfully obtained.
3.4 Verified reviews. Smartreview AI™ may collect, verify, summarise and publish user reviews and trust signals relating to the Customer/Partner. Smartreview AI™ is not obliged to publish only favourable material and may publish critical assessments where supported by its methodology and the underlying data.
3.5 Corrections. The Customer/Partner may notify Smartreview AI™ of a factual inaccuracy in an Assessment or Published Material. Smartreview AI™ will review such notices in good faith and, where it agrees an error of fact has occurred, correct it within a reasonable time. This process does not entitle the Customer/Partner to alter opinion-based conclusions or the Score itself.
3.6 Waiver of claims for good-faith publication. To the maximum extent permitted by law, the Customer/Partner waives, and will not bring, any claim (including in defamation, injurious falsehood, trade libel or interference with business) against Smartreview AI™ arising from the good-faith publication of Assessments and Published Materials produced in accordance with Smartreview AI™'s methodology. Nothing in this Clause limits liability that cannot lawfully be excluded, or applies to publication made with actual malice or reckless disregard for truth.
4.1 Payment-blind scoring. The Customer/Partner acknowledges that Fees are paid for access to the Platform and for the administrative process of Assessment and Certification, and NOT for any particular score, ranking or outcome. Payment does not and will not influence the Trust-IQ Score, ranking or audit result.
4.2 No inducement. The Customer/Partner must not offer any payment, benefit or inducement to influence a Score, ranking or audit finding, and must not represent to any third party that a favourable Score can be purchased. Smartreview AI™ may treat any breach of this Clause as a material breach.
4.3 Estoppel. Having agreed to Clauses 4.1–4.2, the Customer/Partner may not later assert that its Fees entitled it to a higher Score or more favourable outcome.
5.1 Accurate information. The Customer/Partner will provide accurate, complete and current information reasonably required for Assessment, and will promptly correct it if it changes. The Customer/Partner warrants that documentation it submits to the Auditor AI engine (e.g., policies, certificates, questionnaire responses) is genuine and not misleading.
5.2 Cooperation. Where the Customer/Partner elects to undergo Assessment, it will provide reasonable cooperation and access to information within agreed timeframes. Failure to do so may result in an incomplete Assessment, a provisional or withheld Score, or delay.
5.3 Consents for review data. Where the Customer/Partner directs its users to Smartreview AI™ to leave verified reviews, the Customer/Partner is responsible for ensuring it has a lawful basis and any necessary consents to share those users' contact details, and will comply with Applicable Data Protection Law and anti-spam laws in doing so.
5.4 Compliance. The Customer/Partner will use the Services in compliance with all laws applicable to it and will not use the Services in any way that could bring Smartreview AI™ or the Trust-IQ certification into disrepute.
6.1 Fees. The Customer/Partner will pay the Fees stated in each Order Form. Unless stated otherwise, Fees are invoiced in advance and are non-cancellable and non-refundable except as expressly provided in this Agreement, in the Refund & Cancellation Policy (incorporated by reference), or as required by non-waivable applicable law.
6.2 Payment. Fees are due within 30 days of invoice (or on the date of online checkout for self-serve plans). Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower, and Smartreview AI™ may suspend the Services on 10 days' notice of non-payment.
6.3 Taxes. Fees are exclusive of taxes. The Customer/Partner is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on Smartreview AI™'s net income. Where the Customer/Partner is required to withhold tax, it will gross up so that Smartreview AI™ receives the full invoiced amount, subject to applicable double-tax treaties and provision of valid withholding certificates.
6.4 Renewal pricing. Unless the Order Form states otherwise, Fees for a renewal term may increase on notice given at least 30 days before renewal.
7.1 Term. This Agreement starts on the Effective Date and continues while any Order Form is in effect. Each subscription runs for the Subscription Term and, unless the Order Form states otherwise, renews automatically for successive periods of equal length unless either Party gives notice of non-renewal at least 30 days before the end of the then-current term.
7.2 Termination for cause. Either Party may terminate this Agreement or an affected Order Form on written notice if the other: (a) materially breaches and fails to cure within 30 days of notice; or (b) becomes insolvent or subject to insolvency proceedings.
7.3 Termination by Smartreview AI™ for integrity breach. Smartreview AI™ may suspend or terminate immediately on notice where it reasonably believes the Customer/Partner has attempted to manipulate a Score, submitted false audit or review data, or breached Clause 4 (No Pay-for-Rating).
7.4 Effect of termination. On termination: (a) the Customer/Partner's right to access the Platform ends; (b) accrued Fees become due; (c) each Party returns or deletes the other's Confidential Information on request, subject to legal retention. Termination does not require Smartreview AI™ to withdraw Published Materials lawfully published before termination, and does not revive claims waived under Clause 3.6.
7.5 Survival. Clauses that by their nature should survive (including Definitions, 3.3, 3.6, 4, 6 (accrued), 8, 9, 10, 11, 12, 13, 18 and 20) survive termination.
8.1 Smartreview AI™ IP. Smartreview AI™ and its licensors own all rights in the Smartreview AI™ Materials, including the Trust-IQ methodology, models, scoring logic and Published Materials. No rights are granted except as expressly stated. All Trust-IQ Scores, badges, rankings and audit outputs remain Smartreview AI™'s intellectual property.
8.2 Customer/Partner Data. As between the Parties, the Customer/Partner owns its Customer/Partner Data. The Customer/Partner grants Smartreview AI™ a worldwide, royalty-free licence to use, host, process and analyse Customer/Partner Data to provide and improve the Services, to generate Assessments and Published Materials, and to produce aggregated and de-identified analytics.
8.3 Badge licence. If the Customer/Partner earns a Certification, Smartreview AI™ grants a limited, revocable, non-exclusive licence to display the applicable Trust-IQ badge solely as permitted by the Documentation and only while the Certification is current and valid. The Customer/Partner must not alter the badge, misstate its Score, or imply endorsement beyond the certification actually held. This licence terminates automatically if the Certification lapses or is revoked.
8.4 Feedback. Smartreview AI™ may freely use suggestions or feedback the Customer/Partner provides, without obligation.
9.1 Roles. The Parties acknowledge that, in producing Assessments, verifying reviews and publishing Trust-IQ outputs, Smartreview AI™ acts as an independent controller (and not as the Customer/Partner's processor) of personal data it determines the purposes and means of processing. Where Smartreview AI™ processes personal data strictly on the Customer/Partner's behalf and instructions, the processor terms in Schedule B apply.
9.2 Compliance. Each Party will comply with Applicable Data Protection Law in respect of its own processing. The region-specific terms in Schedule C apply according to the Customer/Partner's location and the location of affected data subjects, and prevail over inconsistent general terms to the extent required by mandatory local law.
9.3 International transfers. The Services may involve processing and storage in India, the EU/EEA, the United States and other locations. Where personal data is transferred across borders, the Parties will rely on a lawful transfer mechanism (e.g., adequacy, Standard Contractual Clauses, the UK IDTA/Addendum, or equivalent), as further set out in Schedules B and C.
9.4 Security. Smartreview AI™ will maintain administrative, technical and organisational measures designed to protect personal data appropriate to the risk, as described in the Documentation, and will notify the Customer/Partner without undue delay of a personal-data breach affecting Customer/Partner Data where required by Applicable Data Protection Law.
9.5 Data subject requests. Each Party will provide reasonable assistance to the other in responding to data-subject requests to the extent required by Applicable Data Protection Law and consistent with its role.
10.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is marked or reasonably understood to be confidential, including pricing, methodology details, and unpublished audit data. It excludes information that is public through no breach, independently developed, or rightfully received from a third party.
10.2 Obligations. The receiving Party will use Confidential Information only to perform this Agreement, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. Disclosure required by law is permitted with prior notice where lawful.
10.3 Not restricted. Nothing in this Clause restricts Smartreview AI™ from publishing Assessments and Published Materials in accordance with Clause 3, which are not the Customer/Partner's Confidential Information.
11.1 Mutual. Each Party warrants that it has authority to enter into this Agreement.
11.2 Service warranty. Smartreview AI™ warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the Documentation. The Customer/Partner's exclusive remedy for breach of this warranty is re-performance or, if Smartreview AI™ cannot re-perform within a reasonable time, a pro-rata refund of pre-paid Fees for the affected Services.
11.3 Assessment disclaimer. The Customer/Partner acknowledges that Trust-IQ Scores and audit findings are opinion-based assessments generated in part by AI and are provided "as is". Smartreview AI™ does not warrant that any Score is error-free, complete, or fit for the Customer/Partner's or any buyer's particular purpose, and Scores are not a guarantee of the Customer/Partner's security, quality or fitness.
11.4 Disclaimer. Except as expressly stated, and to the maximum extent permitted by law, Smartreview AI™ disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the exclusions apply only to the extent permitted (see Schedule C).
12.1 By the Customer/Partner. The Customer/Partner will defend and indemnify Smartreview AI™ against third-party claims and resulting losses arising from: (a) Customer/Partner Data or information the Customer/Partner submitted being false, unlawful, or infringing; (b) the Customer/Partner's breach of Clause 4 (No Pay-for-Rating) or Clause 8.3 (badge use); (c) the Customer/Partner's misuse or misrepresentation of any Trust-IQ Score or Certification; or (d) the Customer/Partner's breach of Applicable Data Protection Law in respect of data it provided.
12.2 By Smartreview AI™. Smartreview AI™ will defend and indemnify the Customer/Partner against third-party claims that the Platform, as provided and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will pay resulting losses finally awarded. This indemnity excludes claims arising from Customer/Partner Data, combinations not supplied by Smartreview AI™, or use in breach of this Agreement. This Clause 12.2 does not apply to Published Materials or Assessments, which are addressed by Clauses 3 and 11.
12.3 Procedure. The indemnified Party must promptly notify the claim, give the indemnifying Party control of the defence, and provide reasonable cooperation. The indemnifying Party may not settle in a way that imposes non-indemnified liability on the other Party without consent.
13.1 Exclusion of indirect loss. To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings or reputation, however arising.
13.2 Cap. Except for the Excluded Claims below, each Party's total aggregate liability arising out of or related to this Agreement will not exceed the total Fees paid or payable by the Customer/Partner in the 12 months preceding the event giving rise to the liability.
13.3 Excluded claims. The cap and exclusions do not apply to: (a) the Customer/Partner's payment obligations; (b) the Customer/Partner's indemnity under Clause 12.1; (c) a Party's liability for its breach of confidentiality or infringement of the other's intellectual property; or (d) liability that cannot lawfully be limited (e.g., death or personal injury caused by negligence, fraud, or, where applicable, certain consumer-law and data-protection liabilities — see Schedule C).
13.4 Basis of the bargain. The Parties agree that the Fees reflect the allocation of risk in this Clause and Clause 3, and that these limitations are a fundamental basis of the bargain.
14.1 Smartreview AI™ may suspend, downgrade or revoke a Certification, or amend a Score, at any time where its methodology, updated data, or a good-faith re-assessment so requires, or where the Customer/Partner breaches Clause 4, 5.1 or 8.3. Where practicable and not contrary to the integrity of the platform, Smartreview AI™ will give notice and, for non-integrity issues, a reasonable opportunity to remediate.
14.2 The Customer/Partner must immediately cease displaying any badge or claim relating to a Certification that has been suspended or revoked.
15.1 Neither Party may use the other's name or marks without prior written consent, except that: (a) Smartreview AI™ may list the Customer/Partner as a participant and publish its Trust-IQ Score and related Published Materials in accordance with Clause 3; and (b) the Customer/Partner may state factually that it is assessed on Smartreview AI™ and display a valid badge under Clause 8.3.
15.2 "Smartreview AI™", "Trust-IQ Score™" and associated logos are trademarks of Smartreview AI™ (registered or pending). The Customer/Partner acquires no rights in them except the limited badge licence in Clause 8.3.
16.1 Anti-bribery. Each Party will comply with applicable anti-bribery and anti-corruption laws (including the U.S. FCPA, the UK Bribery Act 2010, and India's Prevention of Corruption Act) and will not offer or accept improper payments in connection with this Agreement.
16.2 Sanctions and export. Each Party represents that it is not subject to trade sanctions and will comply with applicable export-control and sanctions laws. The Services may not be used in or for the benefit of any embargoed jurisdiction or restricted party.
17.1 Neither Party is liable for failure or delay in performing non-payment obligations caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemic, government action, internet or utility failure, or failures of third-party infrastructure. The affected Party will use reasonable efforts to mitigate. If a force majeure event continues for more than 60 days, either Party may terminate the affected Order Form.
18.1 Governing law. This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the laws of India, excluding conflict-of-laws rules, but without prejudice to mandatory consumer-protection or data-protection laws of the Customer/Partner's jurisdiction that cannot be excluded (see Schedule C).
18.2 Escalation. The Parties will first attempt in good faith to resolve any dispute by negotiation between senior representatives for 30 days.
18.3 Arbitration. Any unresolved dispute will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its Rules in force, by one arbitrator, seated in Singapore, in English. The seat is chosen for neutrality and because awards are enforceable in India, the USA, Canada, the EU/EEA, the UK, Australia, Singapore and the GCC states under the New York Convention. This Clause does not prevent either Party from seeking urgent injunctive or interim relief from a court of competent jurisdiction, in particular to protect intellectual property or Confidential Information.
18.4 No class actions. To the extent permitted by law, disputes will be resolved on an individual basis and not as part of a class or representative proceeding.
19.1 Notices must be in writing and sent to the address in the Order Form or, for Smartreview AI™, to contact@smartreviewai.io with a copy to the registered office. Legal notices are deemed received: on delivery if by hand or courier; or 2 business days after sending by email with confirmation. Routine operational notices may be given in-product or by email.
20.1 Entire agreement. This Agreement, the Order Forms and Schedules are the entire agreement and supersede prior discussions. Each Party confirms it has not relied on any representation not set out here (excluding fraud).
20.2 Order of precedence with related policies. Smartreview AI's Terms & Conditions, Privacy Policy, Cookie Policy, Acceptable Use Policy, Refund & Cancellation Policy, Methodology and any Customer/Partner Participation terms published on the Site or referenced in an Order Form are incorporated by reference; in conflict, this Agreement prevails unless the other document expressly states otherwise for a specific matter.
20.3 Assignment. The Customer/Partner may not assign without Smartreview AI's consent (not unreasonably withheld). Smartreview AI may assign to an Affiliate or in connection with a merger, acquisition or sale of assets.
20.4 Subcontractors. Smartreview AI™ may use subcontractors and cloud providers and remains responsible for their performance.
20.5 Variation. Smartreview AI™ may update this Agreement for new terms; changes apply on renewal or on 30 days' notice, except changes required by law which apply as required. Continued use after the effective date constitutes acceptance.
20.6 Waiver, severance, no partnership. A failure to enforce is not a waiver. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in force. Nothing creates a partnership, agency or employment relationship.
20.7 Third-party rights. Except as expressly stated, no third party may enforce this Agreement.
20.8 Counterparts and e-signature. This Agreement may be signed in counterparts and by electronic signature or online acceptance, each of which is an original.
AGREED by the Parties through their authorised representatives through an online application or registration process.
This Schedule is completed by each Order Form. The Order Form specifies: (a) the subscription plan and included features; (b) whether Assessment and Certification are included; (c) the Subscription Term and renewal terms; (d) the Fees, billing frequency and currency; (e) usage limits (Users, products assessed); and (f) any agreed service levels or support tier.
Provisional scoring. Where the Customer/Partner or its product has insufficient verified data for a full Assessment, Smartreview AI™ may issue a provisional or partial Score, clearly marked as such, until sufficient data is available.
These terms apply only where and to the extent Smartreview AI™ processes personal data on the Customer/Partner's behalf and instructions (a processor role), as opposed to its independent-controller processing under Clause 9.1.
Subject-matter: provision of the Services. Duration: the Subscription Term. Nature and purpose: hosting and processing Customer/Partner Data to deliver the Services. Types of data and categories of data subjects: as reasonably described by the Customer/Partner in the Order Form or account configuration.
The Parties incorporate the applicable transfer mechanism (EU/UK Standard Contractual Clauses, the UK Addendum/IDTA, or another lawful mechanism) by reference, completed with the details in this Schedule and Schedule C. In case of conflict, the mandatory transfer-mechanism terms prevail.
The following region-specific terms apply according to the Customer/Partner's location and the location of affected individuals, and prevail over inconsistent general terms to the extent required by mandatory local law. Where the Customer/Partner operates across regions, each applies to the relevant processing.