Master Service Agreement
MSA v1.3.4
MARKETINGSENSE
MASTER SERVICES AGREEMENT
A GrowthMind product operated by ImpactPlus Ventures LLP
Effective Date: 7 October 2026 | Version: 1.3.4
IMPORTANT, PLEASE READ CAREFULLY: By clicking "I Accept", creating an account, or accessing MarketingSense, you agree to be bound by this Master Services Agreement and the applicable Product Schedule(s). If you do not agree, do not use the Platform. This Agreement constitutes a legally binding contract under the Information Technology Act, 2000 and Indian Contract Act, 1872.
1. INTRODUCTION AND ACCEPTANCE
1.1 About This Agreement
This Master Services Agreement ("MSA" or "Agreement") governs your access to and use of MarketingSense, a GrowthMind product operated by ImpactPlus Ventures LLP ("ImpactPlus", "Service Provider", "we", "us", or "our"), a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its registered office at 1009 D, Titanium City Centre, 100 Feet Ring Road, Satellite, Ahmedabad, 380015, Gujarat, India.
MarketingSense is an AI-powered platform providing various product offerings for pharmaceutical and healthcare marketing advisory, optimization, and compliance support.
1.2 Agreement Structure
Your use of MarketingSense is governed by:
This Master Services Agreement (common terms for all Product Offerings)
The applicable Product Schedule(s) for each Product Offering you subscribe to
The Privacy Policy
In case of conflict between this MSA and a Product Schedule, the Product Schedule shall prevail for matters specific to that Product Offering. For all other matters, this MSA shall govern.
1.3 Acceptance of Terms
By accessing or using MarketingSense, you acknowledge that you have read, understood, and agree to be bound by this Agreement. Acceptance occurs upon:
(a) Clicking "I Accept" or similar affirmative action during registration;
(b) Creating an account or completing payment through Razorpay;
(c) Logging into the Platform with valid credentials or undertaking any post-login activity within the Platform;
(d) Adding users to your subscription or consuming service credits.
For the avoidance of doubt, merely visiting the public marketingsense.in website does not constitute acceptance of this Agreement.
1.4 Authority to Bind
If you are accepting this Agreement on behalf of a company or other legal entity ("Client" or "Organization"), you represent and warrant that you have the authority to bind such entity to these terms. The individual completing the subscription purchase becomes the Account Administrator and single point of contact for your Organization. The term "you" shall refer to both the Account Administrator and the Organization.
1.5 Eligibility
You must be at least 18 years of age and legally capable of entering into contracts under Indian law to use MarketingSense. The Platform is intended for use by:
Pharmaceutical companies and their marketing, medical affairs, and regulatory teams;
Nutraceutical, AYUSH, medical device, and cosmetic companies;
Healthcare and life sciences organizations;
Medical communication and advertising agencies serving pharmaceutical clients;
Professionals involved in pharmaceutical marketing, regulatory affairs, and MLR review.
2. DEFINITIONS
In this Agreement, unless the context otherwise requires:
"Account Administrator"
means the individual who completes the subscription purchase and serves as the primary contact and administrator for your Organization's MarketingSense account, with authority to add users and manage subscriptions.
"AI Output"
means any assessment report, risk assessment, compliance check, recommendation, or other result generated by MarketingSense's AI expert modules.
"Applicable Laws"
means all statutes, rules, regulations, and guidelines including: Information Technology Act, 2000; Indian Contract Act, 1872; Bharatiya Nyaya Sanhita 2023; Bharatiya Nagarik Suraksha Sanhita 2023; Bharatiya Sakshya Adhiniyam 2023; Digital Personal Data Protection Act, 2023; DPDP Rules 2025; CERT-In Cybersecurity Directions, 2022; Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954; Drugs and Cosmetics Act, 1940; Uniform Code for Pharmaceutical Marketing Practices (UCPMP) 2024; National Medical Commission Registered Medical Practitioner (Professional Conduct) Regulations, 2023; CDSCO guidelines; ASCI Code; CCPA Guidelines; Goods and Services Tax Act 2017; Income-tax Act 2025; Companies Act 2013; and the Limitation Act 1963.
"Authorized User"
means any individual within your Organization who is authorized by the Account Administrator to access MarketingSense under your subscription, verified through organizational email domain.
"Confidential Information"
means all non-public, proprietary information including: (a) for you, your uploaded content, brand strategies, product information, and generated outputs; (b) for us, MarketingSense's AI algorithms, knowledge bases, scoring methodologies, and system architecture.
"Platform"
means the GrowthMind web application through which ImpactPlus delivers its Product Offerings, including AI modules and associated features.
"Product Offering"
means a specific service available through MarketingSense, as described in the applicable Product Schedule.
"Product Schedule"
means the document describing the specific terms, features, and conditions for a particular Product Offering.
"Subscription"
means your paid access to one or more Product Offerings for a defined period.
Additional definitions specific to each Product Offering are provided in the applicable Product Schedule.
3. LICENSE GRANT AND ACCESS
3.1 License Grant
Subject to your compliance with this Agreement, applicable Product Schedule(s), and payment of applicable fees, ImpactPlus grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the applicable Product Offerings solely for your Organization's internal business purposes during your active Subscription period.
3.2 Account Administrator and Users
Account Administrator:
The individual who completes the subscription purchase automatically becomes the Account Administrator. The Account Administrator:
Serves as the single point of contact between your Organization and ImpactPlus;
Has authority to add, remove, and manage Authorized Users;
Controls the allocation and monitoring of usage credits;
Can access billing information, invoices, and receipts from account settings.
Backup Administrator:
The Account Administrator may designate one Authorized User as Backup Administrator. The Backup Administrator has authority to acknowledge material amendments under Section 15.2(b) and to perform critical account functions in the Account Administrator’s absence, including managing Authorized Users and accessing billing information. If the Account Administrator leaves your Organization or is otherwise unavailable, the Backup Administrator may, upon written request to ImpactPlus and verification of authority, be promoted to Account Administrator. Designation of a Backup Administrator is recommended and may be made at any time through account settings.
Authorized Users:
The Account Administrator may add Authorized Users subject to the following requirements:
Organizational Email Verification: All Authorized Users must belong to your Organization and will be verified through organizational email domain matching;
Unique Credentials: Each Authorized User must have unique login credentials; sharing of credentials is prohibited;
Password Requirements: Minimum 12 characters with alphanumeric and symbol requirements;
Departing Employees: Access must be immediately deactivated when users leave your Organization;
Responsibility: You remain fully responsible for all acts and omissions of your Authorized Users.
3.3 Service Availability
We shall use commercially reasonable efforts to maintain Platform availability of at least 98% monthly uptime, excluding:
Scheduled maintenance (typically Sundays 2:00 AM to 6:00 AM IST, with 48-hour prior notice via email and platform notification);
Emergency maintenance (with notice as soon as practicable);
Force majeure events;
Issues caused by your equipment, internet connection, or actions.
Service Credits:
If monthly uptime falls below 95%, you shall receive service credits equal to 5% of that month's subscription fee. Uptime below 90% shall result in 15% service credits. Service credits are your sole remedy for downtime and will be applied to future invoices.
Platform Updates:
We may update MarketingSense from time to time to improve functionality, security, and performance. Material changes affecting user workflows will be communicated in advance.
3.4 Third-Party Components
MarketingSense incorporates third-party AI models and services. Where we use third-party licensed software, APIs, or services, we ensure appropriate licensing and compliance. We may disclose material third-party components upon reasonable request.
4. USE RESTRICTIONS AND PROHIBITED CONDUCT
4.1 General Prohibited Activities
You shall not, and shall ensure that your Authorized Users do not:
Technical Restrictions:
Copy, modify, adapt, or create derivative works based on MarketingSense;
Reverse engineer, decompile, disassemble, or attempt to extract source code, AI models, algorithms, prompts, or methodologies;
Bypass or breach any security mechanism of the Platform;
Introduce viruses, malware, or malicious code;
Automated data extraction, scraping, or bulk downloading without authorization;
Attempt to overwhelm or stress-test the Platform through automated queries or excessive usage patterns;
Commercial Restrictions:
Use MarketingSense to provide services to third parties or clients outside your Organization;
Use MarketingSense to develop competing AI advisory services or tools for the pharmaceutical industry;
Use AI Outputs to train competing AI models;
Share AI Outputs or Platform insights with competitors of ImpactPlus;
Allow users outside your Organization to access your subscription (email domain verification enforced);
Data & Confidentiality Restrictions:
Attempt to access other clients' data or circumvent multi-tenant security measures;
Process competitor's proprietary information or trade secrets obtained without authorization;
Attempt to extract competitive intelligence about other MarketingSense clients or their business strategies;
Engage in any activity prejudicial to ImpactPlus or its reputation.
Additional use restrictions specific to each Product Offering are provided in the applicable Product Schedule.
4.2 Multi-Client Confidentiality
You acknowledge that ImpactPlus serves multiple pharmaceutical companies through MarketingSense. You agree not to seek, request, or attempt to obtain information about other clients' business strategies, content, assessment results, or confidential information through the Platform or ImpactPlus personnel.
4.3 Monitoring and Audit Rights
You consent to our monitoring of:
Platform usage patterns, login activity, and feature utilization;
Credit consumption and advisory activity;
Content inputs (for security and compliance purposes only);
System events for security, compliance, performance, and billing accuracy.
We may, upon reasonable notice, conduct audits to verify compliance with this Agreement. Such audits shall not unreasonably interfere with your business operations. Audits revealing material violations shall be at your expense.
4.4 User Training Obligations
You shall ensure all Authorized Users receive adequate training on: (a) MarketingSense acceptable use policies; (b) AI output limitations and validation requirements; (c) pharmaceutical regulatory compliance obligations; and (d) confidentiality and data protection requirements. We provide training materials and guidance videos through the Platform.
4.5 Consequences of Violation
Any breach of use restrictions shall constitute a material default and may result in: (a) immediate suspension of individual user access; (b) temporary restriction of Platform features; (c) termination of your entire subscription without refund; and (d) legal action for damages. We may directly suspend individual Authorized User access for violations without terminating your entire subscription.
5. SUBSCRIPTION, FEES, AND PAYMENT
5.1 Subscription Plans
MarketingSense Product Offerings are offered on a subscription basis with different plans providing varying features and allocations. The specific features, pricing, and terms for each Product Offering are described in the applicable Product Schedule and displayed on our website at the time of purchase. Subscription periods are available in quarterly and annual terms.
5.2 Fees and Taxes
All fees are quoted in Indian Rupees (INR) and are exclusive of applicable taxes. You shall pay:
Subscription fees as per your selected plan;
Goods and Services Tax (GST) at prevailing rates (currently 18%);
Any additional charges as specified in the applicable Product Schedule.
5.3 Payment Processing
Payment Gateway:
All payments are processed securely through Razorpay, our designated payment gateway. By subscribing, you:
Authorize Razorpay to charge your payment method for subscription fees;
Agree to Razorpay's terms of service for payment processing;
Agree to keep your payment information current and accurate;
Acknowledge that subscription activation occurs upon successful payment confirmation.
Invoices and Receipts:
GST-compliant tax invoices and payment receipts are automatically generated and available for download from your Account Administrator dashboard under account settings. Invoices include all details required for GST input credit claims.
5.4 Auto-Renewal
Your subscription will automatically renew at the end of each billing period (quarterly or annual, as applicable) unless you cancel before the renewal date. We will attempt to charge the then-current subscription fee to your payment method on file. You will receive a renewal reminder email 7 days before your renewal date. You may cancel auto-renewal at any time through your account settings.
5.5 Failed Payments and Access Suspension
If your renewal payment fails:
Grace Period: You will have a 7-day grace period during which we will attempt to process payment and notify you via email;
Access Suspension: If payment is not successful within 7 days, your access to MarketingSense will be suspended (read-only access for data export);
Account Deactivation: If payment remains unsuccessful for 30 days, your account will be deactivated. Account deactivation triggers the same retention timeline as termination, and your data will be scheduled for deletion in accordance with Section 11.6;
Reactivation: You may reactivate your subscription at any time by updating payment information and completing a new payment.
5.6 Refund Policy
Refunds for MarketingSense subscriptions are handled as follows:
Quarterly Subscriptions: Pro-rata refund available within first 14 days if MarketingSense does not function as described on our website. No refunds thereafter.
Annual Subscriptions: Pro-rata refund available within first 30 days if MarketingSense does not function as described on our website. No refunds thereafter.
Termination for Breach: No refund of any fees if your account is terminated due to violation of this Agreement.
Additional refund terms specific to each Product Offering may be provided in the applicable Product Schedule.
5.7 Price Changes
We may change subscription prices upon 30 days' prior notice via email. Price changes will take effect at your next renewal. If you do not agree with the new pricing, you may cancel before your renewal date. Continued subscription after a price change constitutes acceptance of the new pricing.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Platform Ownership
All rights, title, and interest in and to MarketingSense, including its underlying technology, software architecture, source code, user interface, design elements, trademarks (including "MarketingSense", "GrowthMind", and other marks associated with the Platform), and all associated intellectual property remain the sole and exclusive property of ImpactPlus Ventures LLP. Nothing in this Agreement grants you any ownership or proprietary interest in the Platform.
6.2 Proprietary Technology
The following constitute proprietary trade secrets of ImpactPlus and are protected under applicable intellectual property laws:
MarketingSense's AI expert modules and their configurations;
AI algorithms, prompts, and model configurations powering the platform;
Knowledge bases including curated rules and compliance standards;
Scoring methodologies and risk-weighting frameworks;
Pharmaceutical industry consulting frameworks embedded in the Platform.
You acknowledge that no rights are granted to these methodologies beyond specific Platform usage, and you shall not attempt to reverse-engineer, replicate, or independently develop similar AI methodologies based on exposure to MarketingSense.
6.3 Your Content
You retain ownership of the content you upload to MarketingSense. By uploading content, you grant ImpactPlus a limited license to process, analyze, and store such content solely for the purpose of providing services. We shall not access or use your content except as necessary to fulfill our service obligations or comply with applicable law.
6.4 AI Outputs
You receive a non-exclusive, non-transferable license to use AI Outputs for your Organization's internal business purposes only. You shall not: (a) commercialize or resell AI Outputs externally; (b) use outputs to train competing AI models; (c) share outputs with competitors of ImpactPlus; or (d) reverse-engineer underlying AI methodologies from outputs.
6.5 Aggregated Anonymised Insights
ImpactPlus does not use your content to train, fine-tune, or improve any AI model, whether our own or any third-party model. ImpactPlus may, with your consent, use genuinely anonymised and aggregated insights derived from Platform usage across a minimum of five (5) Organizations to develop industry benchmarks, provided that no such use results in identification of your Organization, your brands, or your confidential business information. For the avoidance of doubt, anonymised insights in this Section 6.5 refer only to aggregated cross-Organization data that has been irreversibly stripped of all identifiers.
6.6 Clean-Room Development Warranty
ImpactPlus represents and warrants that MarketingSense has been developed through independent ideation and clean-room procedures, without reference to or incorporation of any confidential or proprietary materials belonging to any third party.
6.7 Feedback
If you provide ideas, feedback, or suggestions for MarketingSense enhancement, ImpactPlus may freely incorporate and use such feedback for Platform improvements without any obligation to you.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1 Confidentiality Obligations
Both parties shall maintain in strict confidence all Confidential Information received from the other party. For clarity:
Your Confidential Information includes: Uploaded content, brand and product information, marketing strategies, and generated outputs;
Our Confidential Information includes: MarketingSense AI algorithms, Knowledge Base content, scoring methodologies, system architecture, and business information.
7.2 Data Protection Compliance
You agree to use MarketingSense in compliance with all applicable data protection laws, including the Digital Personal Data Protection Act, 2023. You shall:
Not upload content containing personal data of identifiable individuals without appropriate legal basis;
Ensure that marketing collaterals do not contain patient-identifiable clinical information;
Maintain appropriate data classification and retention policies within your Organization;
Ensure doctor data in collaterals complies with medical ethics and pharmaceutical marketing regulations.
7.3 Security Measures
We implement reasonable technical and organizational security measures including encryption at rest and in transit, firewalls, and access controls. However, no system is completely secure, and we cannot guarantee absolute security against all threats.
7.4 Breach Notification
In the event of any data breach involving your data, we shall notify you within 72 hours, provide reasonable details of the incident, and support you in meeting any regulatory notification obligations. You shall similarly notify us immediately of any suspected breach of our Confidential Information.
8. WARRANTIES AND DISCLAIMERS
8.1 Limited Warranty
ImpactPlus warrants that: (a) we shall provide MarketingSense using commercially reasonable efforts and personnel with relevant pharmaceutical industry experience; (b) the Platform shall function substantially as described on our website; and (c) AI Outputs are prepared with reasonable care based on available information and our knowledge bases.
8.2 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED, MARKETINGSENSE AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. IMPACTPLUS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
WARRANTIES REGARDING AI OUTPUT ACCURACY, COMPLETENESS, OR FREEDOM FROM BIAS OR ERRORS;
WARRANTIES THAT MARKETINGSENSE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;
WARRANTIES REGARDING BUSINESS PERFORMANCE OR OUTCOMES FROM USING MARKETINGSENSE.
Additional disclaimers specific to each Product Offering are provided in the applicable Product Schedule.
8.3 Technology Disclaimer
Service availability and performance may be impacted by evolving technology, AI model updates, third-party systems, or external events. We disclaim responsibility for disruptions due to force majeure, internet connectivity issues, or changes in third-party APIs.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Indirect Damages
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, including loss of business, revenue, profits, data, goodwill, anticipated savings, reputation, regulatory fines or penalties, market opportunity losses, competitive disadvantage, or regulatory approval delays, regardless of the form of action, even if advised of the possibility of such damages.
9.2 Liability Cap
IMPACTPLUS'S TOTAL AGGREGATE LIABILITY for all claims arising under or in connection with this Agreement and your use of MarketingSense shall not exceed the total subscription fees actually paid by you in the twelve (12) months immediately preceding the claim.
9.3 Exceptions
The above limitations shall not apply to:
Fraud, willful misconduct, or gross negligence by either party;
Breach of confidentiality obligations;
Intellectual property infringement or misappropriation;
Your indemnification obligations under Section 10;
Your breach of use restrictions in Section 4;
Your payment obligations.
9.4 Duty to Mitigate
Each party has an affirmative duty to mitigate damages through immediate action, including seeking alternative solutions, implementing workarounds, and minimizing business disruption. Failure to actively mitigate shall reduce any damage award proportionally.
10. INDEMNIFICATION
10.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless ImpactPlus Ventures LLP, its partners, affiliates, and employees from any losses, claims, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising from:
Your breach of this Agreement or Applicable Laws;
Your use of MarketingSense outputs contrary to our disclaimers or without appropriate professional validation;
Content you upload that infringes third-party intellectual property rights;
Data protection violations arising from your data inputs or sharing of outputs;
Third-party claims arising from your modification or misrepresentation of AI Outputs.
Additional indemnification obligations specific to each Product Offering are provided in the applicable Product Schedule.
10.2 Our Indemnification
ImpactPlus shall indemnify you against third-party claims for intellectual property infringement arising from the MarketingSense Platform itself (excluding your content), provided such claims do not arise from: (a) your modifications or combinations; (b) use outside agreed scope; (c) materials incorporated at your direction; (d) AI outputs generated from your data; or (e) industry-standard methodologies.
10.3 Indemnification Procedure
The indemnified party shall: (a) promptly notify the indemnifying party of claims; (b) permit assumption of defense; (c) cooperate reasonably; and (d) not settle without consent.
11. TERM AND TERMINATION
11.1 Term
This Agreement is effective upon your acceptance and continues for the duration of your Subscription, subject to earlier termination as provided herein. Your Subscription will auto-renew as described in Section 5.4 unless cancelled.
11.2 Cancellation by You
You may cancel your Subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. You will retain access to MarketingSense until then. No refunds will be issued for unused portions of your Subscription (except as stated in Section 5.6).
11.3 Termination by Us
ImpactPlus may terminate or suspend your access immediately, without further notice, if:
You commit a material breach of this Agreement that is not cured within 15 days of notice;
Your renewal payment fails and remains unsuccessful for 30 days;
You use MarketingSense to compete with us or develop competing AI advisory services;
You violate intellectual property or confidentiality provisions;
Any regulatory authority restricts or investigates the services;
Your actions cause reputational or regulatory harm to ImpactPlus;
You become insolvent or bankrupt.
11.4 Effect of Termination, Expiry, or Account Deactivation
Upon termination of this Agreement, expiry of your Subscription without renewal, or account deactivation under Section 5.5:
All licenses and access rights to MarketingSense immediately cease;
Unused credits or prepaid amounts are forfeited and non-refundable, subject to Schedule A Section 5.2;
You shall have 30 days of read-only access to export your data and outputs;
After 30 days, your operational data will be permanently deleted in accordance with Section 11.6 (Data Retention Schedule). Other categories of data shall be retained as set out in Section 11.6;
Each party shall return or destroy the other's Confidential Information within 30 days;
Provisions intended to survive (confidentiality, IP, liability, indemnity, dispute resolution) shall remain in effect.
11.5 Suspension
We may suspend services (without terminating your account) if: (a) payment fails during the 7-day grace period; (b) you fail to cooperate with compliance audits; or (c) legal/regulatory obstacles arise. Suspension does not relieve your obligations under this Agreement.
11.6 Data Retention Schedule
Notwithstanding any other provision of this Agreement, data retention practices following termination, expiry, or account deactivation are as follows:
(a) Operational data, comprising your uploaded content, AI Outputs, account data, and usage data, shall be retained for 30 days following termination, expiry, or account deactivation to allow data export, after which such data shall be permanently deleted, save for aggregated anonymised insights retained under Section 6.5.
(b) Processing logs, comprising pseudonymised AI trace logs, API call records, and ICT system logs, shall be retained for a minimum of one year from the date of processing, in voluntary alignment with anticipated DPDP regulatory standards under the DPDP Rules 2025, and for 180 days under the CERT-In Cybersecurity Directions 2022, after which such logs shall be automatically purged. Processing logs do not contain the substantive content of your uploaded materials or AI Outputs.
(c) Consent and acceptance records, comprising the audit trail of your acceptance of this Agreement and related documents, shall be retained for seven years from the date of your last consent action. The basis for this retention period is the admissibility framework for electronic records under Section 61 of the Bharatiya Sakshya Adhiniyam 2023, read together with the limitation periods applicable to potential claims under the Limitation Act 1963.
(d) Financial and payment records, comprising invoices, GST records, and payment transaction logs, shall be retained for an operational standard period of eight (8) years, in compliance with the Goods and Services Tax Act 2017, the Income-tax Act 2025 (with transitional savings under Section 536 of that Act in respect of tax years before 1 April 2026), and the Companies Act 2013.
Where any legal obligation requires retention beyond the periods stated above, ImpactPlus shall retain the relevant data for the period required by that obligation. Such retention is permitted under Section 8(7) of the Digital Personal Data Protection Act 2023 (which expressly preserves retention required for compliance with any law for the time being in force) and is supported by the specified purpose basis under Section 7(a) of that Act for processing personal data that you have voluntarily provided, and by Section 7(d) of that Act where retention is required to fulfil an obligation under any law to disclose information to the State or its instrumentalities. Such retention shall not require fresh consent.
12. NON-SOLICITATION
During your Subscription and for twelve (12) months thereafter, you shall not directly or indirectly solicit, induce, or encourage any employee, consultant, or contractor of ImpactPlus who was involved in providing services under this Agreement to you, without our prior written consent.
13. FORCE MAJEURE
Neither party shall be liable for failure or delay due to causes beyond reasonable control, including acts of God, fire, flood, pandemic, war, riots, terrorism, cyberattacks, internet outages, or governmental restrictions. The affected party shall promptly notify the other and use reasonable efforts to mitigate. If such event continues beyond 30 consecutive days, either party may terminate immediately without liability.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
14.2 Dispute Resolution
The parties shall attempt to resolve disputes in good faith through mutual discussions within 15 days. If unresolved, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (as amended). Arbitration shall be conducted by a sole arbitrator jointly appointed by the parties (or, failing agreement, as per the Act). The seat and venue shall be Ahmedabad, Gujarat, and proceedings shall be conducted in English.
14.3 Jurisdiction
For any matters not subject to arbitration (including interim relief), the courts at Ahmedabad, Gujarat shall have exclusive jurisdiction.
15. GENERAL PROVISIONS
15.1 Entire Agreement
This Agreement, together with the applicable Product Schedule(s) and Privacy Policy, constitutes the entire agreement between you and ImpactPlus Ventures LLP regarding your access to and use of MarketingSense and supersedes all prior oral or written agreements, understandings, or representations regarding the subject matter hereof.
15.2 Amendment
We may modify this Agreement from time to time. The following two-tier mechanism applies:
(a) For non-material amendments (including corrections, clarifications, and changes that do not materially alter your rights, obligations, or how your personal data is processed), we will post the updated terms on our website and notify the Account Administrator by email at least 30 days before the changes take effect. Continued use of MarketingSense after the effective date constitutes acceptance of the amendment.
(b) For material amendments affecting how your personal data is processed (including changes to lawful bases, retention periods, third-party processors, data transfer arrangements, or the scope of processing), we will require your active re-acknowledgement through a non-dismissible in-platform banner on your next login on or after the effective date. The Account Administrator must affirmatively acknowledge the changes before continuing to access the Platform. Authorized Users may continue to use the Platform until the next time they log in, at which point the re-acknowledgement banner will appear if the Account Administrator has not already acknowledged. If neither the Account Administrator nor the Backup Administrator has acknowledged the amendment within thirty (30) days of the effective date, all Authorized Users will move to temporary read-only access for data export until acknowledgement is provided. ImpactPlus will, in addition to the in-platform banner, notify the Account Administrator by email at the effective date and again at fifteen (15) and twenty-five (25) days thereafter.
15.3 Assignment
You may not assign this Agreement without our written consent. ImpactPlus may assign to affiliates or successors-in-interest.
15.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.
15.5 No Waiver
Failure to enforce any provision does not constitute waiver of that provision or any other provision.
15.6 Relationship
Nothing creates a partnership, agency, joint venture, or employment relationship between the parties.
15.7 Notices
Notices shall be in writing via email. Notices to you will be sent to the Account Administrator's registered email. Notices to us should be sent to: growth@impactplus.co.in
15.8 Reverse-Engineering Prohibition
(a) You shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive proprietary methodologies from Platform outputs or services. (b) You shall not access or use MarketingSense if you are employed by, contracted with, or acting on behalf of any entity that develops or operates services competitive with the Platform. (c) AI Outputs are for your Organization's internal use only and shall not be shared with third parties for purposes of competitive analysis.
15.9 Language
This Agreement is in English. Any translation is for convenience only; the English version prevails in case of conflict.
15.10 Survival
Clauses relating to confidentiality, intellectual property, warranties and disclaimers, limitation of liability, indemnification, dispute resolution, and any other provisions intended by nature to survive shall continue after termination.
16. CONTACT INFORMATION
For questions about this Agreement, MarketingSense, or to report issues:
ImpactPlus Ventures LLP
1009 D, Titanium City Centre, 100 Feet Ring Road
Satellite, Ahmedabad, 380015, Gujarat, India
Email: growth@impactplus.co.in
Grievance Officer: Kajal Mehta | Email: growth@impactplus.co.in
The Grievance Officer shall acknowledge receipt of any data protection grievance within twenty-four (24) hours of receipt during business days. A substantive response shall be provided within thirty (30) days, or such shorter period as may be prescribed under the Digital Personal Data Protection Act 2023 or the DPDP Rules 2025.
ACCEPTANCE OF AGREEMENT
By clicking "I Accept" or creating an account, you acknowledge that:
You have read and understood this Master Services Agreement in its entirety;
You agree to be legally bound by this Agreement under the Information Technology Act, 2000 and Indian Contract Act, 1872;
You understand and accept the applicable Product Schedule(s) for the Product Offering(s) you are subscribing to;
You have the authority to bind your Organization (if applicable);
You have read and accept our Privacy Policy.
This Agreement is effective as of 7 October 2026.
Version History
v1.3.4, published 7 October 2026: clarified Sections 11.3 and 11.4. Non-material clarification, effective on acceptance.
v1.3.3, 14 May 2026: launch revision.
END OF MASTER SERVICES AGREEMENT
MarketingSense is a GrowthMind product by ImpactPlus