Master Services Agreement Template

This Master Services Agreement ("MSA") template is a starting text for enterprise customers who wish to formalise the relationship with ITLOX LTD ("Provider", doing business as RadMah AI) beyond the standard RadMah AI Terms of Service (www.radmah.ai/legal/terms). This document is NOT a signed agreement. It is a scaffold to accelerate contract negotiation. Every clause below may need to be adjusted to match your specific procurement, regulatory, or risk requirements. Nothing on this page takes legal effect until a final MSA is: (a) reviewed by qualified counsel for both parties, (b) signed by an authorised representative of ITLOX LTD, and (c) countersigned by the customer. Enterprise procurement teams should use this scaffold as a discussion draft. Contact legal@radmah.ai for a customised version or to begin MSA negotiation.

The following terms have the meanings set out below: "Agreement" means this Master Services Agreement, together with any Order Forms, Statements of Work, the Data Processing Addendum (www.radmah.ai/legal/dpa), Service Level Agreement (www.radmah.ai/legal/sla), and Acceptable Use Policy (www.radmah.ai/legal/aup) incorporated by reference. "Affiliate" means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party. "Confidential Information" means all non-public information of either party disclosed to the other in connection with the Agreement, including technical, business, financial, and customer data, whether marked confidential or not. "Customer" means the entity identified in the Order Form that has entered into this Agreement with the Provider. "Customer Data" means data uploaded to, generated through, or otherwise processed via the Service by or on behalf of the Customer. "Documentation" means the user and technical documentation for the Service, as updated by the Provider from time to time. "Effective Date" means the date set out in the first Order Form signed between the parties. "Order Form" means an ordering document or online order specifying the Service, fees, term, and other commercial terms. "Service" means the RadMah AI synthetic data generation platform and related services as further described in the Documentation and Order Form. "Statement of Work" or "SOW" means a document signed by both parties describing professional services, milestones, and acceptance criteria for engagements beyond the standard Service. "Subscription Fees" means the fees payable for the Service as set out in the Order Form.

2.1 Provision of Service. Subject to the Customer's payment of Subscription Fees and compliance with the Agreement, the Provider will make the Service available to the Customer during the Subscription Term for the Customer's internal business purposes. 2.2 Service Levels. The Provider will provide the Service in accordance with the Service Level Agreement at www.radmah.ai/legal/sla, which forms part of this Agreement. 2.3 Scope Limits. The Service is licensed on a subscription basis. It is not sold. The Customer receives only those rights expressly granted in the Agreement. 2.4 Updates. The Provider may update the Service from time to time. Updates that materially diminish functionality will be communicated to the Customer at least 30 days in advance. 2.5 Beta / Preview Features. Features marked as "beta", "preview", or "early access" are provided on an AS-IS basis without any service-level commitment. The Customer uses such features at its own risk.

3.1 Licence. The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, worldwide licence to access and use the Service during the Subscription Term, subject to the Agreement. 3.2 Use Restrictions. The Customer will not: (a) copy, modify, or create derivative works of the Service except as expressly permitted; (b) reverse-engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent such restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, or otherwise transfer the Service to any third party; (d) use the Service to build a competing product or service; (e) use the Service for any unlawful purpose or in violation of the Acceptable Use Policy at www.radmah.ai/legal/aup; (f) attempt to gain unauthorised access to the Service, other customers' data, or underlying infrastructure. 3.3 Customer's Licence to Provider. The Customer grants the Provider a non-exclusive, non-transferable, worldwide licence to process Customer Data solely as necessary to provide the Service and fulfil the Provider's obligations under the Agreement.

4.1 Fees. The Customer will pay the Subscription Fees set out in the Order Form. 4.2 Payment Terms. Unless otherwise specified in the Order Form, fees are due within 30 days of invoice date. Fees are non-refundable except as expressly provided in the Agreement. 4.3 Taxes. Fees are exclusive of all taxes, duties, and similar charges. The Customer is responsible for all such charges, excluding taxes on the Provider's net income. 4.4 Late Payment. Overdue amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. The Provider may suspend the Service for non-payment after 30 days' written notice. 4.5 Disputed Charges. The Customer must notify the Provider in writing of any disputed charge within 30 days of the invoice date, or the charge is deemed accepted.

5.1 Term. The Agreement commences on the Effective Date and continues for the Subscription Term specified in the Order Form, and any renewal terms, unless terminated earlier in accordance with this Section. 5.2 Termination for Convenience. Either party may terminate the Agreement for convenience at the end of the then-current Subscription Term by giving at least 60 days' written notice. 5.3 Termination for Cause. Either party may terminate the Agreement immediately upon written notice if: (a) the other party commits a material breach that is not cured within 30 days of written notice; (b) the other party becomes insolvent, files for bankruptcy, or ceases to conduct business. 5.4 Effect of Termination. Upon termination: (a) the Customer's right to access the Service ceases; (b) the Provider will, at the Customer's request, return or destroy Customer Data within 30 days; (c) accrued obligations (including payment of outstanding fees) survive termination; (d) Sections 6 (Confidentiality), 7 (Data Protection), 9 (Warranties), 10 (Indemnification), 11 (Limitation of Liability), and 14 (General) survive termination.

6.1 Obligations. Each party will (a) use the other party's Confidential Information solely to perform its obligations under the Agreement, (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to any third party except as necessary to perform the Agreement and under confidentiality obligations at least as protective as those in this Section. 6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known without breach of the Agreement; (b) was known to the receiving party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed without use of the disclosing party's Confidential Information. 6.3 Compelled Disclosure. If legally compelled to disclose Confidential Information, the receiving party will give the disclosing party reasonable prior notice so the disclosing party may seek a protective order, to the extent permitted by law.

7.1 Data Processing Addendum. The parties agree to the Data Processing Addendum at www.radmah.ai/legal/dpa, which forms part of this Agreement. The DPA governs the Provider's processing of personal data on the Customer's behalf. 7.2 Security. The Provider will implement and maintain reasonable and appropriate technical and organisational measures to protect Customer Data against unauthorised access, alteration, disclosure, or destruction. See www.radmah.ai/security for details of the Provider's security posture. 7.3 Data Location. Unless otherwise agreed in an Order Form, Customer Data is processed in the AWS regions specified in the Order Form (default: US East). Enterprise customers may negotiate EU-only or on-premise deployment. 7.4 Breach Notification. The Provider will notify the Customer of any confirmed Personal Data Breach in accordance with the DPA, without undue delay.

8.1 Provider IP. The Provider owns all right, title, and interest in and to the Service, Documentation, and all related intellectual property. Nothing in the Agreement transfers any ownership rights to the Customer. 8.2 Customer IP. The Customer owns all right, title, and interest in and to Customer Data. The Provider acquires no ownership rights in Customer Data. 8.3 Synthetic Data. Synthetic data generated via the Service is owned by the Customer, subject to the Customer's compliance with the Agreement and the Acceptable Use Policy. 8.4 Feedback. If the Customer provides feedback, suggestions, or improvement ideas about the Service, the Provider may use such feedback without restriction, and the Customer grants the Provider a perpetual, irrevocable, royalty-free licence to do so.

9.1 Mutual Warranties. Each party warrants that it has the legal power and authority to enter into the Agreement. 9.2 Provider Warranties. The Provider warrants that: (a) the Service will perform substantially as described in the Documentation; (b) the Provider will use commercially reasonable efforts consistent with industry standards in providing the Service; (c) the Service does not knowingly include malware, viruses, or other harmful code. 9.3 Customer Warranties. The Customer warrants that: (a) it has all necessary rights and consents to upload Customer Data to the Service; (b) its use of the Service complies with all applicable laws and the Acceptable Use Policy. 9.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.1 Provider Indemnity. The Provider will defend and indemnify the Customer against any third-party claim that the Service, as provided by the Provider and used in accordance with the Agreement, infringes a third party's intellectual property rights. The Provider has no obligation to the extent a claim arises from: (a) Customer Data; (b) the Customer's modification of the Service; or (c) the Customer's use of the Service in combination with other products not provided by the Provider. 10.2 Customer Indemnity. The Customer will defend and indemnify the Provider against any third-party claim arising from: (a) Customer Data; (b) the Customer's breach of the Acceptable Use Policy; or (c) the Customer's use of the Service in violation of applicable law. 10.3 Procedure. The indemnified party must (a) promptly notify the indemnifying party of the claim, (b) grant the indemnifying party sole control of the defence and settlement, and (c) provide reasonable cooperation at the indemnifying party's expense.

11.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.2 LIABILITY CAP. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY THE CUSTOMER TO THE PROVIDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 11.3 EXCEPTIONS. The limitations in Sections 11.1 and 11.2 do not apply to: (a) breaches of confidentiality obligations under Section 6; (b) a party's indemnification obligations under Section 10; (c) gross negligence or wilful misconduct; or (d) any liability that cannot be limited or excluded under applicable law. 11.4 The parties agree that these limitations reflect the allocation of risk between them given the nature of the Service and the fees charged.

12.1 Subcontracting. The Provider may engage subcontractors to provide portions of the Service, provided that the Provider remains responsible for the performance of the Service under the Agreement. 12.2 Sub-processors. The Provider's use of sub-processors to process personal data is governed by the Data Processing Addendum. A current list of sub-processors is maintained at www.radmah.ai/legal/subprocessors.

13.1 Compliance. The Provider will comply with all laws applicable to its provision of the Service. The Customer will comply with all laws applicable to its use of the Service. 13.2 Audit Rights. The Customer may, no more than once per 12-month period and on reasonable prior written notice, request information about the Provider's security and compliance posture. The Provider will respond via completed security questionnaires (SIG, CAIQ), external audit reports (where available), or a pre-agreed third-party audit under a separate, mutually acceptable NDA. 13.3 Cost. Audit costs are borne by the Customer, except where the audit reveals material non-compliance by the Provider, in which case the Provider bears the cost.

14.1 Governing Law. The Agreement is governed by the laws of the State of Delaware, USA (for US customers) or England and Wales (for UK / EU customers), as specified in the Order Form, without regard to conflict-of-laws principles. 14.2 Jurisdiction. Each party consents to the exclusive jurisdiction of the courts of the governing-law jurisdiction for any dispute arising under the Agreement. 14.3 Notices. All notices must be in writing and sent to the addresses specified in the Order Form. Notices to the Provider must be copied to legal@radmah.ai. 14.4 Assignment. Neither party may assign the Agreement without the other's prior written consent, except that either party may assign the Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice. 14.5 Force Majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages. 14.6 Severability. If any provision of the Agreement is held unenforceable, the remaining provisions remain in effect. 14.7 Waiver. No waiver of any provision of the Agreement will be effective unless in writing and signed by the waiving party. 14.8 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements. 14.9 Amendments. The Agreement may be amended only by a written instrument signed by both parties. 14.10 Signatures. The Agreement takes effect only when signed by authorised representatives of both parties and countersigned.