Startup Program Agreement

This Agreement is entered into between AlgoLayer Technologies Private Limited, a company incorporated under the Companies Act 2013, with its registered office in Bengaluru, Karnataka, India, operating the Fencemaker platform ("Fencemaker", "we", "us"); and the startup or company named in the Application Form ("Participant", "you"). Collectively referred to as the "Parties".

1. The Startup Program

1.1 What Is Included

Upon acceptance into the Fencemaker Startup Program, Participant receives:

• Full access to the Fencemaker Advanced tier ($79/mo value) at no charge
• Duration: six (6) months from the date of approval ("Free Period")
• All features and API limits of the Advanced plan as published at the time of approval, including 250,000 PiP checks per day, unlimited webhook zones, 2,500 tracked devices, 250 polygons, 15 req/second, and batch up to 5,000
• Priority email support during the Free Period

1.2 Eligibility

The Program is open to organisations that, at the time of application, meet all of the following criteria:

• Incorporated within the last three (3) years
• Fewer than fifty (50) full-time employees
• Have raised less than USD 1,000,000 (or equivalent) in total external funding
• Have an active product or a live public domain
• Have not previously participated in the Fencemaker Startup Program

Eligibility is assessed at the time of application. Fencemaker reviews each application personally and acceptance is at our sole discretion.

1.3 Non-Transferable

Program benefits are granted to the Participant entity and are non-transferable. Benefits may not be assigned, sub-licensed, or shared with affiliates or third parties without our written consent.

2. Promotional Rights & Brand Licence

2.1 Licence Grant to Fencemaker

In consideration of receiving the Program benefits at no charge, Participant grants Fencemaker a non-exclusive, royalty-free, worldwide licence during the Free Period (and thereafter unless revoked under clause 2.4) to:

• Display the Participant's company name, trading name, and logo ("Participant Marks") on Fencemaker's website, marketing pages, pitch materials, social media profiles, and investor communications
• Refer to the Participant as a customer or program member in promotional content, case studies, press releases, and blog posts
• State that the Participant uses Fencemaker's geofencing API in promotional contexts

2.2 Accuracy

Fencemaker will use Participant Marks only in a factually accurate and dignified manner. We will not make false or misleading statements about the Participant's products, services, or relationship with Fencemaker.

2.3 Participant Marks

Participant warrants that it has the right to grant this licence and that the Participant Marks do not infringe any third-party intellectual property rights. Participant will provide Fencemaker with a current, high-resolution version of its logo upon request within 5 business days.

2.4 Revocation

Participant may revoke this promotional licence at any time by written notice to support@fencemaker.app. Upon revocation:

• Fencemaker will remove Participant Marks from all actively managed digital channels within 14 business days
• Materials already distributed (printed, published on third-party platforms, or included in already-sent communications) are not required to be recalled
• Revocation of the promotional licence does not entitle the Participant to a refund or extension of Program benefits

2.5 No Endorsement

Nothing in this Agreement constitutes an endorsement by either Party of the other's products or services beyond what is expressly stated in agreed promotional materials.

3. Participant Obligations

During the Free Period, Participant agrees to:

• Use the Service in accordance with Fencemaker's general Terms of Service and Acceptable Use policy
• Notify Fencemaker if the eligibility conditions in clause 1.2 cease to apply (e.g., funding round exceeding the threshold)
• Respond to reasonable requests for a short testimonial or case study participation, which Participant may decline at its discretion
• Not represent to third parties that the service is free indefinitely or that Program pricing is generally available

4. Conversion to Paid Plan

4.1 Automatic Conversion

At the end of the Free Period, the Participant's account will automatically convert to a paid Advanced subscription at the then-current rate (currently $79/mo) unless Participant cancels before the conversion date.

4.2 Notice

Fencemaker will send a reminder email at least 14 days before the Free Period ends, with the exact conversion date and applicable price.

4.3 Cancellation

Participant may cancel at any time before conversion through the dashboard. No charge is incurred if cancelled before conversion. After conversion, the standard refund terms in the general Terms of Service apply.

4.4 Plan Changes

Fencemaker reserves the right to adjust plan pricing with at least 30 days' notice. Pricing applicable at the time of conversion will be communicated in the pre-conversion reminder.

5. Term & Termination

5.1 Term

This Agreement begins on the date of written acceptance by Fencemaker and continues until: (a) the end of the Free Period and completion of any post-conversion subscription; or (b) earlier termination.

5.2 Termination by Fencemaker

Fencemaker may terminate this Agreement and revoke Program benefits with immediate effect if:

• Participant provided false or misleading information in the application
• Participant no longer meets the eligibility criteria and failed to notify us
• Participant materially breaches the general Terms of Service or this Agreement and fails to remedy the breach within 7 days of notice
• Participant's use of the Service poses a security risk or causes harm to other users or the platform

5.3 Termination by Participant

Participant may terminate this Agreement at any time by closing their account through the dashboard. No refund or compensation is due upon voluntary termination during the Free Period.

5.4 Effect of Termination

On termination, API access is revoked. Participant data may be exported within 30 days of termination, after which it is deleted per the Privacy Policy. The promotional licence in clause 2.1 survives termination unless separately revoked under clause 2.4.

6. Representations & Warranties

Each Party represents that:

• It has full legal authority to enter into this Agreement
• This Agreement does not conflict with any other agreement to which it is a party
• It will comply with applicable laws in connection with its obligations under this Agreement

Participant additionally represents that all information provided in the application is accurate, complete, and not misleading.

7. Limitation of Liability

The limitation of liability provisions in Fencemaker's general Terms of Service apply equally to this Agreement. Fencemaker's maximum aggregate liability to Participant in connection with the Program shall not exceed INR 5,000 (five thousand rupees), reflecting the nil monetary consideration paid by Participant during the Free Period.

8. Governing Law & Disputes

This Agreement is governed by the laws of India. Any dispute shall first be subject to 30 days of good-faith negotiation. If unresolved, disputes shall be referred to arbitration in Bengaluru under the Arbitration and Conciliation Act 1996, with a sole arbitrator and proceedings in English.

9. Miscellaneous

• Entire agreement: this Agreement, together with the general Terms of Service and Privacy Policy, constitutes the entire agreement between the Parties with respect to the Startup Program
• Amendment: Fencemaker may update these Program terms with 14 days' written notice
• Severability: if any clause is unenforceable, the remaining clauses remain in effect
• Waiver: failure to enforce any provision is not a waiver of future enforcement
• Notices: all notices to Fencemaker must be sent to hello@fencemaker.app; notices to Participant will be sent to the email address on the account

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