Master Services Agreement

This Master Services Agreement ('MSA') sets the general terms under which Spiral International LLC DBA Spiral Technologies ('Provider') provides hosted services, infrastructure, and related professional services to a customer ('Customer').

1. Structure of this agreement

• Order Forms / SOWs: Specific services, pricing, and scope are defined in an order form, quote, or statement of work ('SOW').
• Precedence: If an order form conflicts with this MSA, the order form governs for that service only.
• Related policies: The Terms of Service, SLA, and AUP are incorporated by reference and apply to all Services.

2. Term

• This MSA begins on the effective date of the first accepted order form and continues until terminated.
• Individual services may have minimum terms as stated in the order form.

3. Services

• Provider will deliver the Services described in each order form using commercially reasonable efforts.
• Provider may update the platform for security and reliability, including maintenance windows.

4. Customer responsibilities

• Customer will maintain secure credentials/keys and is responsible for all activity under its account.
• Customer is responsible for software configuration, patches, and backups unless a managed service explicitly includes those items.
• Customer must comply with the Acceptable Use Policy and all applicable laws.

5. Fees, invoices, and refunds

• Fees are as stated in the order form and are due according to the invoice terms.
• All charges are final unless otherwise required by law or explicitly agreed in writing.
• Late payments may result in suspension, service interruption, and/or termination.

6. Service levels

• Uptime targets and credit terms (if any) are described in the Service Level Agreement (SLA).
• Service credits (if awarded) are applied as account credits to future invoices and are the exclusive remedy for SLA claims.

7. Acceptable Use

Customer will not use the Services for prohibited activity and agrees to the AUP. Provider may suspend service immediately to protect the network or comply with law.

8. Confidentiality

• Each party may receive the other party's confidential information ('Confidential Information').
• The receiving party will protect Confidential Information using at least reasonable care and will use it only to perform under this MSA.
• Confidential Information does not include information that is publicly known, independently developed, or rightfully received from a third party.
• Either party may disclose Confidential Information if required by law, provided reasonable notice is given when permitted.

9. Data and security

• Customer retains ownership of its content and data.
• Provider will implement reasonable administrative, technical, and physical safeguards appropriate to the Services.
• Customer is responsible for its own security posture within the Services (patching, access control, application security) unless a managed service says otherwise.

10. Intellectual property

• Provider retains all rights in its platform, software, tooling, processes, and documentation.
• Customer retains all rights in Customer-provided content and pre-existing IP.
• Unless otherwise stated, Provider grants Customer a limited, non-exclusive right to use the Services during the term.

11. Warranties

• Provider warrants it will perform Services in a professional and workmanlike manner.
• Except as expressly stated, Services are provided 'as is' and Provider disclaims all other warranties to the extent permitted by law.

12. Limitation of liability

• To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits/revenue, or lost data.
• Provider's total liability for claims relating to a service is limited to the fees paid by Customer for that service in the three (3) months immediately preceding the event giving rise to the claim.

13. Indemnification

• Customer will defend and indemnify Provider against third-party claims arising from Customer's use of the Services in violation of this MSA, the AUP, or law.
• Provider will defend and indemnify Customer against third-party claims alleging the Provider platform infringes a US copyright or trademark, except to the extent caused by Customer modifications or instructions.

14. Suspension and termination

• Provider may suspend service for non-payment, security risk, abuse, or policy violations.
• Either party may terminate an order form for material breach if not cured within a reasonable time after notice.
• Upon termination, Customer must pay all outstanding amounts, and Customer is responsible for exporting data before service shutdown (unless otherwise required by law).

15. Compliance and export

Customer will comply with applicable laws, including export controls and sanctions regulations.

16. Dispute resolution; governing law

• This MSA is governed by New York law, with venue in Monroe County, New York (where permitted).
• The parties will attempt in good faith to resolve disputes informally before filing suit.

17. Contact

Questions about this MSA or to request an enterprise order form: spiraltechnologiesmanagement@williamsnowball.com.

This page is provided for general informational purposes and does not constitute legal advice. Questions? Email spiraltechnologiesmanagement@williamsnowball.com.