Master Service Agreement (MSA) | HeadshotPhoto.io

Last Updated: November 2025

This Master Service Agreement ("Agreement") is entered into by and between BitQit Private Limited, operating as HeadshotPhoto.io ("HeadshotPhoto," "we," "us," or "our") and the customer identified in an applicable Order Form ("Customer"). This Agreement governs Customer's use of HeadshotPhoto's AI headshot generation services, team headshot tools, websites, and applications (collectively, the "Service").

This Agreement incorporates by reference HeadshotPhoto's publicly posted Terms of Service, Privacy Policy (collectively, the "Policies"). In the event of any conflict, the order of precedence is: (1) the Order Form; (2) this Agreement; (3) the Policie

1. Definitions

"AI Headshots"
Images generated by the Service from Customer's uploaded photos.

"Customer Content"
Photos, prompts, and other content uploaded or submitted to the Service by Customer.

"Order Form"
A mutually executed document or electronically accepted interface specifying pricing, quantities, tiers, and any additional terms.

"Confidential Information"
Has the meaning set forth in Section 9.

2. Service; Access; Accounts

(a) Provision of Service
HeadshotPhoto will make the Service available to Customer in accordance with this Agreement and the Policies. We may make non-material improvements or modifications from time to time.

(b) Access & Authentication
The Service supports:

• OTP-based login
• Email verification
• Admin dashboard access
• Role-based permissions (admin, user)

Customer administrators may revoke or manage user access at any time.

(c) Customer Responsibilities
Customer is responsible for:

1. The accuracy, legality, and quality of Customer Content.
2. Managing user accounts, email domains, and administrative settings.
3. All actions taken under Customer accounts.

3. Ownership; Use of Data

(a) Outputs
Subject to this Agreement, HeadshotPhoto assigns to Customer any rights we may have in AI Headshots generated from Customer Content.

(b) No Model Training
HeadshotPhoto does not use Customer Content or AI Headshots to train any AI model ours or third-party unless Customer explicitly opts in.

(c) Operational Use Only
We process Customer Content only to operate, maintain, support, and secure the Service, or as required by law.

4. Data Protection; Security; Deletion

(a) Security
HeadshotPhoto maintains administrative, technical, and organizational measures as described in the Security Policy, including encryption in transit and at rest. The platform follows industry-standard security practices.

(b) Privacy & Sub-processors
HeadshotPhoto's processing activities are described in the Privacy Policy. We may use industry-standard sub-processors (e.g., hosting, storage, email, payment providers). The current list of sub-processors is available on request and may be updated from time to time.

(c) Retention & Deletion

• Uploaded photos are automatically deleted 7 days after generation.
• Generated headshots are automatically deleted 30 days after creation.
• Customer may request earlier deletion at any time.

(d) Security Incident Notice
We will notify Customer of any confirmed Security Incident affecting Customer Personal Data without undue delay and, in any event, within 72 hours. Such notice will include the nature of the incident, affected data categories, and actions taken.

5. Service Levels; Credits

(a) Uptime Commitment
HeadshotPhoto will use commercially reasonable efforts to maintain a 99.9% Monthly Uptime Percentage for the core Service, excluding Maintenance Windows and SLA Exclusions.

(b) Service Credits
If uptime falls below 99.9% during a calendar month, Customer may request credits:

Credit Request Process:
Customer must email support within 30 days of month-end with reasonable supporting details. Credits are Customer's exclusive remedy for SLA failures.

(c) Maintenance Windows
Scheduled or emergency maintenance is excluded from uptime calculations. We aim to perform maintenance during low-usage hours.

(d) SLA Exclusions
Downtime caused by the following does not count toward SLA measurement:

• Customer systems or networks
• Third-party networks outside our control
• Misuse or unauthorized use
• Force majeure events
• Carrier or ISP issues

6. Support

HeadshotPhoto provide 24/7 support via email or chat. Priority or enhanced support, if applicable, will be specified in the Order Form.

7. Acceptable Use

Users must comply with the Terms of Service and may not upload unlawful, harmful, infringing, or deceptive content, nor attempt to bypass security or rate limits.

8. Fees; Taxes; Invoicing

Fees, billing frequency, and payment terms are set forth in the Order Form. Payments are processed through Stripe.
All fees are exclusive of taxes.

9. Confidentiality

Each party must protect the other party's Confidential Information with reasonable care and may use it only to perform under this Agreement. Exceptions include information that is public, already known, independently developed, or rightfully received from a third party.

10. Warranties; Disclaimers; Remedies

(a) By HeadshotPhoto
We warrant that we will provide the Service in a professional manner and maintain the safeguards described in the Security Policy.

(b) Disclaimers
Except as expressly provided, the Service and AI Headshots are provided "as is". We disclaim all implied warranties, including merchantability, fitness, and non-infringement.

(c) Warranty Remedy
If the Service materially fails to conform and Customer notifies us, we will use reasonable efforts to cure the issue within 30 days. If not cured, Customer may terminate the affected portion and receive a pro-rata refund.

11. Indemnification

(a) By HeadshotPhoto
We will defend Customer against third-party claims alleging the Service infringes intellectual property rights, excluding claims based on Customer Content or misuse.

(b) By Customer
Customer will defend and indemnify HeadshotPhoto against claims arising from Customer Content or unlawful use of the Service.

(c) Conditions
The indemnified party must notify the indemnifying party promptly and cooperate in the defense.

12. Limitation of Liability

Neither party is liable for indirect, incidental, special, or consequential damages.
Aggregate liability will not exceed the fees paid by Customer during the 12 months preceding the event giving rise to the claim.

The confidentiality and indemnification sections are excluded from this cap.

13. Term; Termination; Data Return

This Agreement continues while any Order Form remains in effect. Either party may terminate for material breach not cured within 30 days.

Upon termination:

• Customer retains all AI Headshots.
• HeadshotPhoto will delete Customer Content per Section 4(c).
• Upon written request within 30 days, Customer may receive a one-time export of AI Headshots and available metadata.

14. Publicity

HeadshotPhoto may reference Customer's name or logo in marketing materials unless the Customer requests removal.

15. General

Governing Law
This Agreement is governed by the laws of India.

Assignment
Neither party may assign this Agreement without consent, except to an affiliate or in connection with a merger or acquisition.

Notices
Legal notices must be sent to legal@headshotphoto.io and to the address listed in the Order Form.

Entire Agreement
This Agreement, the Policies, and the Order Form(s) constitute the full agreement between the parties.

Signatures

For questions: hello@headshotphoto.io