Master Services Agreement

Template — counter-signed copy required for enterprise contracts. This document is offered as a starting point. NoDowntimeShield's legal team and the customer's legal team are expected to negotiate redlines before signature. For the customer-friendly Data Processing Agreement that pairs with this MSA, see /legal/dpa.

1. Parties

This Master Services Agreement (the "Agreement") is entered into between:

• NoDowntimeShield ("Provider"), with registered office at [REGISTERED ADDRESS], and
• [CUSTOMER LEGAL NAME] ("Customer"), with registered office at [CUSTOMER ADDRESS],

each a "Party" and together the "Parties".

2. Definitions

• "Services" — the security monitoring and remediation platform delivered by Provider as described in any executed Statement of Work or order form referencing this Agreement.
• "Customer Data" — any data submitted to or processed by the Services on Customer's behalf, including domain ownership records, scan results, findings, and team member information.
• "Confidential Information" — non-public information disclosed by either Party that is marked confidential or would reasonably be understood as confidential.
• "Order Form" — a written or electronic order signed (including click-through) by both Parties that references this Agreement.

3. Term and Termination

3.1 Term. This Agreement begins on the Effective Date set out in the first Order Form and continues until all Order Forms have expired or been terminated.

3.2 Termination for breach. Either Party may terminate for material breach not cured within 30 days of written notice.

3.3 Termination for convenience. Customer may terminate any Order Form on 60 days written notice; pro-rata refund of pre-paid fees not yet earned.

3.4 Effect of termination. Provider will export Customer Data on request within 30 days of termination, then permanently delete it (subject to legal retention obligations) within an additional 30 days.

4. Fees and Payment

4.1 Fees are stated in the Order Form. Net 30 from invoice date.

4.2 Late fees: 1.5% per month or the maximum permitted by law, whichever is lower.

4.3 Taxes: each Party bears its own taxes. Provider will collect VAT/GST/sales-tax via Stripe Tax where applicable.

5. Intellectual Property

5.1 Provider IP. Provider retains all rights in the Services, including any improvements derived from operating the platform. Customer receives a non-exclusive, non-transferable right to use the Services during the Term.

5.2 Customer IP. Customer retains all rights in Customer Data. Customer grants Provider a limited license to process Customer Data solely to deliver the Services.

5.3 Aggregated/Anonymised data. Provider may use de-identified, aggregated metrics derived from Customer Data for benchmarking and product improvement, provided no Customer is identifiable from the output.

6. Confidentiality

Each Party will protect the other's Confidential Information using at least the same care it uses for its own Confidential Information, and never less than reasonable care. Confidentiality survives termination for 3 years.

7. Security and Privacy

Provider's security and privacy commitments are governed by the Data Processing Agreement at /legal/dpa, incorporated by reference. Customer's right to audit Provider's security controls is exercisable not more than once per 12-month period, on 30 days notice, and at Customer's expense.

8. Warranties and Disclaimers

8.1 Provider warrants the Services will materially conform to the documentation. Sole remedy for breach: fix or pro-rata refund.

8.2 EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS". PROVIDER DISCLAIMS ALL OTHER WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

9.2 Each Party's aggregate liability is capped at the fees paid by Customer in the 12 months preceding the claim. Excluded from the cap: breach of confidentiality, IP infringement indemnity, gross negligence, and willful misconduct.

10. Indemnification

Provider will defend Customer against third-party claims that the Services infringe a third-party IP right, and pay damages awarded or settlement costs (subject to reasonable approvals). Excluded: claims arising from Customer Data, Customer's modifications, or use outside the Services' documented scope.

11. Governing Law and Dispute Resolution

This Agreement is governed by [JURISDICTION] law, without regard to conflict-of-laws rules. Disputes are subject to the exclusive jurisdiction of the courts of [JURISDICTION].

12. General

12.1 Entire agreement; supersedes prior agreements on the same subject. 12.2 Amendments must be in writing and signed by both Parties. 12.3 Notices to the addresses set out in §1 (or as updated in writing). 12.4 Either Party may assign on a Change of Control. 12.5 If any provision is held unenforceable, the rest survives.

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Signed:

For NoDowntimeShield: For [CUSTOMER]:

________________ ________________

Name: Name:

Title: Title:

Date: Date: