Master Services Agreement

1. Standard form and acceptance

This Master Services Agreement, or MSA, is a standard form provided for customer review. It becomes binding only when accepted or incorporated into a signed order form, statement of work, pilot agreement, or other written agreement between Inyanza Systems and the customer.

2. Agreement structure and priority

Services may be purchased through one or more order forms or statements of work. If documents conflict, the following order of priority applies unless the parties expressly agree otherwise: the applicable Data Processing Agreement, the applicable order form or statement of work, this MSA, and incorporated policies.

3. Services

Inyanza Systems will provide the SentinelCore platform, assessments, managed pilots, implementation, configuration, reporting, support, consulting, or other services described in the applicable order form or statement of work.

Features, deliverables, service levels, implementation dates, and customer dependencies are limited to those expressly identified in the applicable written agreement.

4. Fees, invoicing, and taxes

The customer will pay the fees stated in the applicable order form or statement of work. Unless otherwise agreed, paid assessment and professional-service engagements require fifty percent before work begins and fifty percent upon completion, before final deliverables are released.

Undisputed invoices are due according to the applicable agreement. Fees do not include taxes, duties, or governmental charges for which the customer is legally responsible.

5. Customer responsibilities

The customer will:

• Provide accurate information and timely cooperation.
• Maintain appropriate authority, permissions, and lawful bases for information submitted to the services.
• Protect account credentials and promptly report suspected unauthorized access.
• Use the services in accordance with applicable law, this MSA, and the Acceptable Use Policy.
• Review findings and remain responsible for business, legal, security, and risk decisions.

6. Authorized use and restrictions

Subject to payment and compliance with this MSA, Inyanza Systems grants the customer a limited, non-exclusive, non-transferable right to access and use the contracted services for its internal business purposes.

The customer must not misuse the services, attempt unauthorized access, interfere with platform operation, circumvent security controls, resell access without written permission, or use the services to violate the rights of another person.

7. Security and data protection

Each party will maintain reasonable safeguards appropriate to its responsibilities. The customer remains responsible for its systems, users, configurations, access decisions, and data. Inyanza Systems is responsible for the security controls applicable to the contracted services.

When Inyanza Systems processes Personal Data on the customer's behalf, the applicable Data Processing Agreement governs that processing.

8. Confidentiality

Each party may receive non-public business, technical, security, financial, or operational information from the other party. The receiving party will use confidential information only to perform or receive the services and will protect it using reasonable care.

Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully received without restriction, or required to be disclosed by law.

9. Intellectual property

Inyanza Systems retains all rights in SentinelCore, its software, methods, templates, documentation, designs, models, improvements, and general know-how. The customer retains all rights in its data, trademarks, and materials.

Upon full payment, the customer may use customer-specific final deliverables for its internal business purposes, subject to any restrictions stated in the applicable statement of work.

10. Feedback

The customer may provide suggestions or feedback. Inyanza Systems may use non-confidential feedback to improve its products and services without restriction or payment, provided it does not identify the customer without permission.

11. Third-party services

The services may interoperate with third-party hosting, communications, security, identity, payment, or data providers. Third-party products are governed by their own terms, and Inyanza Systems is not responsible for failures outside its reasonable control.

12. Warranties

Inyanza Systems warrants that professional services will be performed in a professional and workmanlike manner. The customer's exclusive remedy for a verified breach of this warranty is reasonable re-performance of the affected service or, if re-performance is not commercially reasonable, termination of the affected order and a proportionate refund of prepaid, unused fees.

13. Disclaimer

Except for express warranties in this MSA or an applicable signed agreement, the services are provided on an "as available" basis. Inyanza Systems does not guarantee that every risk, vulnerability, policy violation, incident, or compliance issue will be detected or prevented.

SentinelCore supports security and governance decisions but does not replace legal advice, regulatory advice, independent audit, or the customer's responsibility for risk management.

14. Indemnification

Each party will defend and indemnify the other against third-party claims arising from its unlawful conduct, infringement, or material breach of this MSA, subject to prompt notice, reasonable cooperation, and control of the defense by the indemnifying party.

Customer indemnification includes claims arising from customer-provided data, customer instructions, or unlawful use of the services. Inyanza Systems' infringement obligations do not apply to customer modifications, combinations not supplied by Inyanza Systems, or use outside the applicable agreement.

15. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or business interruption.

Except for payment obligations, confidentiality breaches, infringement obligations, fraud, willful misconduct, or liability that cannot legally be limited, each party's aggregate liability will not exceed the fees paid or payable under the affected order during the twelve months preceding the event giving rise to the claim.

16. Term, suspension, and termination

This MSA continues while an order or statement of work remains in effect. Either party may terminate an affected agreement for an uncured material breach after reasonable written notice.

Inyanza Systems may suspend access when reasonably necessary to address a security threat, unlawful activity, nonpayment, unauthorized use, or material risk to the services or other customers.

17. Effect of termination

Upon termination, the customer must stop using terminated services and pay all amounts properly due. Provisions concerning payment, confidentiality, intellectual property, disclaimers, liability, dispute resolution, and other terms intended to survive will remain effective.

18. Compliance with law

Each party will comply with laws applicable to its performance under this MSA, including applicable privacy, security, anti-corruption, sanctions, and export-control requirements.

19. Publicity

Neither party may use the other party's name, trademarks, or logo in public marketing without prior written permission, except where disclosure is legally required.

20. Governing law

Unless a signed customer agreement provides otherwise, this MSA is governed by the laws of the State of Texas, without regard to conflict-of-law principles.

21. General terms

Neither party may assign this MSA without the other party's consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets. Neither party is liable for delay caused by circumstances beyond its reasonable control.

This MSA and incorporated written agreements constitute the complete agreement concerning their subject matter. Amendments must be in writing. Failure to enforce a provision is not a waiver, and invalid provisions will be modified only as necessary while the remaining provisions continue in effect.

22. Contact

Contract questions and legal notices may be sent to legal@inyanzasystems.com.