Master Services Agreement

Template version: v1.0 · Effective: upon execution

TEMPLATE.This Master Services Agreement is published as a starting point for enterprise procurement review. The version actually executed by you and PlotCipher (the “Effective MSA”) may incorporate negotiated changes. The Effective MSA, the Order Form, the Data Processing Addendum, the Service Level Agreement, and the Acceptable Use Policy together form the complete agreement.

This Master Services Agreement (“Agreement”) is entered into as of the Order Form effective date by and between [Customer Legal Name] (“Customer”) and Plot Cipher LLC (“PlotCipher”). Customer and PlotCipher may be referred to individually as a “Party” and collectively as the “Parties.”

1. Definitions

Capitalized terms have the meanings set forth in this Section or where first used.

• “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party.
• “Customer Data” means data Customer or its Users submit to or generate within the Service, excluding PlotCipher Outputs.
• “Documentation” means the user-facing documentation made available at plotcipher.com.
• “Order Form” means a document executed by both Parties that references this Agreement and identifies the Services, Users, term, and fees.
• “Outputs” means scores, memos, AI-generated text, exports, and other materials generated by the Service.
• “Service” means the PlotCipher software-as-a-service platform.
• “Users” means Customer's employees and contractors authorized to access the Service under Customer's account.

2. Service & License

Subject to this Agreement, PlotCipher will provide the Service identified in the Order Form during the Term. PlotCipher grants Customer a non-exclusive, non-transferable, worldwide license for its Users to access and use the Service for Customer's internal real estate acquisition and diligence purposes.

3. Customer Responsibilities

• Comply with the Acceptable Use Policy and applicable law;
• Ensure each User accepts the Terms of Service and Acceptable Use Policy;
• Independently verify any data or Output before relying on it for any real-world decision;
• Maintain the confidentiality of credentials and notify PlotCipher promptly of unauthorized access;
• Configure SSO and provisioning consistent with reasonable security practice.

4. Fees & Payment

Fees and payment terms are set forth in the Order Form. Unless otherwise stated, fees are payable in US dollars, due net thirty (30) days from the invoice date, and exclusive of taxes. Late payments accrue interest at 1.0% per month or the maximum permitted by law, whichever is less.

5. Term & Renewal

The Initial Term is set forth in the Order Form. Unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term, this Agreement renews for successive twelve-month periods at the then-current rate.

6. Confidentiality

Each Party will hold the other's Confidential Information in confidence for the Term plus five (5) years and use it only as needed to perform under this Agreement. “Confidential Information” excludes information that is publicly available, independently developed, or rightfully received from a third party.

7. Ownership & Customer Data

Customer retains all right, title, and interest in Customer Data. PlotCipher retains all right, title, and interest in the Service, including improvements derived from aggregated, de-identified usage data. PlotCipher will not train its general AI models on Customer Data.

Customer grants PlotCipher a limited, non-exclusive license to host, process, and display Customer Data solely to provide the Service to Customer and its Users.

8. Privacy & Security

The Parties' respective obligations regarding personal data are governed by the Data Processing Addendum, which is incorporated by reference. PlotCipher's security posture is described at /security.

9. Service Level Agreement

PlotCipher's availability and support commitments are set forth in the Service Level Agreement. Service credits are the sole and exclusive remedy for missed service levels.

10. AI Disclaimer & Verification

Customer acknowledges that AI-generated Outputs may be inaccurate, incomplete, or misleading. Customer is solely responsible for verifying every data point with the underlying source and obtaining advice from licensed professionals before relying on any Output for an acquisition, financing, or development decision. PlotCipher disclaims all warranties to the maximum extent permitted by law.

11. Indemnification

By PlotCipher. PlotCipher will defend Customer against third-party claims alleging that the Service, as provided by PlotCipher and used by Customer in accordance with this Agreement, infringes a US patent, copyright, or trademark, and will pay damages and costs finally awarded against Customer.

By Customer.Customer will defend PlotCipher against third-party claims arising out of Customer Data, Customer's use of Outputs in violation of this Agreement, or Customer's breach of the Acceptable Use Policy.

Each Party's indemnification obligation is conditioned on (a) prompt written notice of the claim, (b) control of the defense and settlement, and (c) reasonable cooperation at the indemnifying Party's expense.

12. Limitation of Liability

Except for breaches of Confidentiality, indemnification obligations, and amounts owed under the Order Form, neither Party will be liable for indirect, consequential, incidental, exemplary, or punitive damages. Each Party's aggregate liability is capped at the greater of (a) the fees paid by Customer to PlotCipher in the twelve (12) months preceding the event giving rise to the claim, or (b) $50,000.

13. Insurance

PlotCipher will maintain commercial general liability, professional liability / errors-and-omissions, cyber liability, and workers' compensation insurance in commercially reasonable amounts. Certificates available on request to mark@tryplotcipher.com.

14. Term & Termination

Either Party may terminate this Agreement (a) for material breach by the other Party not cured within thirty (30) days of written notice, or (b) immediately upon written notice if the other Party becomes insolvent or files for bankruptcy. Sections 1, 6, 7, 10, 11, 12, 15, and 16 survive termination.

15. Disputes

For enterprise customers, the dispute provisions of the consumer Terms of Service do not apply. Disputes are resolved by binding arbitration under the JAMS Comprehensive Arbitration Rules in [Dallas, Texas], except either Party may bring an action in court for injunctive relief to protect intellectual property or confidential information.

16. General

• Governing law: Texas, without regard to conflict of laws.
• Notices: by email to the addresses on the Order Form, with confirmation of receipt.
• Assignment: neither Party may assign without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Order of precedence: Order Form > DPA > this MSA > SLA > Acceptable Use Policy.
• Entire agreement: the documents identified above constitute the entire agreement and supersede prior agreements on the subject.
• Independent contractors: the Parties are independent contractors.
• No waiver: a Party's failure to enforce a provision is not a waiver.
• Severability: if a provision is unenforceable, the remaining provisions remain in effect.

Contact

Enterprise contracting: mark@tryplotcipher.com
Legal: mark@tryplotcipher.com