Master Service Agreement (MSA)

This Master Service Agreement ("MSA" or "Agreement") is entered into between Soor LLC("HelloGrowthCRM," "we," "us," or "our"), with a registered office at 16192 Coastal Hwy, Lewes, DE 19958, USA, and the customer that subscribes to the Service (the "Customer" or "you"). The contracting HelloGrowthCRM entity is determined by your billing country: customers in India contract with Meru Technosoft Pvt. Ltd. under the laws of India, and customers in the United States, Canada, and other territories contract with Soor LLC under the law of the State of Delaware, United States.

1. Definitions

• "Service" means the HelloGrowthCRM sales and revenue-operations platform, including the web and mobile applications, AI-assisted features, integrations, and any managed services purchased under an Order.
• "Order" means an online checkout, order form, or written quotation that references this Agreement and specifies the plan, quantities, fees, and term.
• "Customer Data" means the data, records, files, and other content the Customer or its authorised users submit to or generate within the Service.
• "Documentation" means the published product, security, and help documentation made available for the Service.
• "DPA" means the Data Processing Agreement, which is incorporated into this Agreement by reference.

2. Structure and Order of Precedence

This Agreement governs the Customer's use of the Service together with: (a) the applicable Order; (b) the DPA; (c) the Terms of Service; and (d) the Acceptable Use Policy. In the event of a conflict, the documents control in the following order: a fully signed Order, then this MSA, then the DPA, then the Terms of Service, then the Acceptable Use Policy, unless a signed Order expressly states otherwise.

3. Provision of the Service

HelloGrowthCRM will make the Service available to the Customer in accordance with this Agreement, the applicable Order, and the Documentation. We may update or improve the Service over time, including adding, modifying, or retiring functionality, provided we do not materially reduce the core functionality of a paid plan during a paid term.

Availability targets and support commitments are described in our service level summary and Trust Center. Enterprise SLAs are available on a signed Order.

4. Accounts, Users, and Acceptable Use

The Customer is responsible for its authorised users, for keeping credentials secure, and for all activity under its account. Use of the Service is subject to the Acceptable Use Policy. The Customer must ensure that Customer Data is collected and used lawfully and that it has the rights necessary to process that data through the Service.

5. Fees, Invoicing, and Taxes

• Fees are set out in the applicable Order and are billed in advance each month or year unless stated otherwise.
• Invoices are issued by the contracting HelloGrowthCRM entity for your region and reflect that entity's legal name, registered address, and applicable tax identifiers. Taxes (such as US sales tax, Canadian GST/HST, or Indian GST) are applied according to your billing jurisdiction.
• Except where the law or a signed Order requires otherwise, fees are non-refundable; see our Refunds & Cancellation policy.
• Undisputed invoices are payable within the period stated on the invoice (net 30 unless the Order says otherwise).
• We may adjust prices for future renewal terms with reasonable prior notice.

6. Term and Termination

This Agreement starts on the Order effective date and continues for the subscription term stated in the Order, renewing for successive terms unless either party gives notice of non-renewal before the current term ends. Either party may terminate for material breach that remains uncured 30 days after written notice. On termination, the Customer's right to use the Service ends and Customer Data is handled as described in the DPA (deletion within 30 days on request, subject to legal retention).

7. Customer Data, Security, and Privacy

As between the parties, the Customer owns Customer Data. HelloGrowthCRM processes Customer Data only to provide and support the Service and as instructed by the Customer, in accordance with the DPA and the Privacy Policy. Security measures — including SOC 2 Type II controls, encryption in transit and at rest, access controls, and sub-processor governance — are described in the DPA and the Trust Center. The current sub-processor list is published at /subprocessors.

8. Warranties and Disclaimers

Each party warrants that it has the authority to enter into this Agreement. HelloGrowthCRM warrants that the Service will perform materially in accordance with the Documentation during a paid term. Except as expressly stated, and to the maximum extent permitted by law, the Service is provided "as is" and SOOR LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AI-assisted output may be imperfect and should be reviewed before high-stakes use.

9. Indemnification

HelloGrowthCRM will defend the Customer against third-party claims that the Service, as provided and used in accordance with this Agreement, infringes that third party's intellectual-property rights, and will pay resulting damages finally awarded, subject to prompt notice and reasonable cooperation. The Customer will defend HelloGrowthCRM against third-party claims arising from Customer Data or the Customer's use of the Service in breach of this Agreement or the Acceptable Use Policy.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR AMOUNTS OWED UNDER AN ORDER.

11. Confidentiality

Each party may receive confidential information of the other and will use it only to perform under this Agreement, protecting it with at least reasonable care. This does not apply to information that is public, independently developed, or lawfully received without a duty of confidentiality.

12. Insurance

HelloGrowthCRM maintains commercially reasonable insurance appropriate to a SaaS provider of its size, including cyber/technology errors-and-omissions and general liability coverage. A certificate of insurance is available to enterprise customers on request via the vendor onboarding pack.

13. Governing Law and Venue

This Agreement is governed by the State of Delaware, United States, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Where mandatory local law grants the Customer rights that cannot be waived, nothing in this Agreement limits those rights.

14. General

• Entire agreement: This Agreement, the Order, the DPA, the Terms of Service, and the Acceptable Use Policy are the entire agreement on their subject matter.
• Assignment: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 assets.
• Changes:We may update this Agreement; material changes will be notified and the "Last updated" date revised. Continued use after the update takes effect constitutes acceptance.
• Force majeure: Neither party is liable for delays caused by events beyond its reasonable control.
• Severability: If any provision is unenforceable, the remainder stays in effect.

15. Contact and Signature

For a counter-signed MSA or procurement questions, contact legal@hellogrowthcrm.com. Please include your legal entity name, billing address, and authorised signatory.

• Soor LLC
• 16192 Coastal Hwy
• Lewes, DE 19958, USA