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Master Service Agreement
This Master Service Agreement ("Agreement") is entered into between FOXY AUDIT, a company incorporated in the Islamic Republic of Pakistan ("Foxy Audit"), and the customer identified on the applicable Order Form ("Customer"), effective as of the date of the first Order Form referencing this Agreement ("Effective Date"). This Agreement governs Customer's use of the Foxy Audit Service and applies to each Order Form entered under it.
Document details
Contents
About Order Forms
Section 1 makes the Order Form the highest-ranking document in this contract, ahead of these general terms, so it is worth saying plainly what one is.
An Order Form is a document signed by both parties that specifies the subscribed plan, the fees, and the term (Section 1). The term stated on it is that Order Form's term, and unless it says otherwise it renews automatically for successive periods equal to that initial term, unless either party gives notice of non-renewal at least 30 days before the then-current term ends (Section 4). This Agreement takes effect on the date of the first Order Form referencing it.
Signing one is what brings the rest into force for a customer. It incorporates this Agreement, the Data Processing Agreement and the Service Level Agreement (Sections 1, 6 and 7). The SLA states its own scope the same way: it applies to customers with an active paid Order Form referencing it, and not to free-tier, trial, or evaluation use.
Where an Order Form says something different from this Agreement, the DPA or the SLA, the Order Form governs (Section 1). Governing law is one example: it is the law of Pakistan "unless the Order Form states otherwise" (Section 14).
A customer who has not signed one is on the public Terms of Service, which this Agreement supersedes only for signing Customers (Section 1). An Order Form is filled in for a particular customer and signed by both parties, so there is no completed one to publish here.
1. Structure
This Agreement consists of these general terms, together with: (a) each Order Form signed by the parties, specifying the subscribed plan, fees, and term; (b) the Data Processing Agreement (DPA), incorporated by reference; and (c) the Service Level Agreement (SLA), incorporated by reference. In case of conflict, the order of precedence is: Order Form, then this Agreement, then the DPA/SLA, then the public Terms of Service (which this Agreement supersedes for signing Customers), except that on the processing of personal data the DPA prevails over this Agreement, as DPA Section 14 states.
2. The Service
Foxy Audit will provide Customer access to the Service, as defined in the Terms of Service Section 2 (the dashboard, API, SDK, and desktop application) which, for the avoidance of doubt, does not include Foxy Audit's internal staff administrative console during the term specified in the applicable Order Form, subject to timely payment of fees.
3. Fees and payment
Fees are as stated in the applicable Order Form. Unless otherwise stated, fees are invoiced monthly in advance, due within 30 days of invoice date, and non-refundable except as expressly stated in this Agreement. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Foxy Audit may suspend the Service on 10 days' written notice of a payment more than 30 days overdue, provided Customer has not disputed the invoice in good faith.
4. Term and renewal
Each Order Form has the term stated on it. Unless otherwise stated, an Order Form renews automatically for successive periods equal to the initial term unless either party gives notice of non-renewal at least 30 days before the then-current term ends.
5. Customer responsibilities
Customer is responsible for: the accuracy of information it provides; maintaining the confidentiality of its account credentials and API keys; ensuring it has the rights and consents necessary for the AI activity it audits through the Service; and its users' compliance with this Agreement and the Acceptable Use Policy.
6. Data protection
The parties' obligations regarding personal data processed through the Service are governed by the DPA, incorporated into this Agreement by reference.
7. Availability and support
Foxy Audit's availability commitment and support response targets are set out in the SLA, incorporated into this Agreement by reference. Service credits, if any, are Customer's sole and exclusive remedy for a failure to meet the SLA's availability commitment.
8. Confidentiality
Each party will protect the other's non-public information disclosed under this Agreement with at least the same degree of care it uses for its own confidential information of similar nature, and not less than reasonable care, and will use it only to perform this Agreement. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party without duty of confidentiality. A receiving party may disclose confidential information as required by law, provided it gives the disclosing party reasonable notice where legally permitted.
9. Intellectual property
Foxy Audit retains all right, title, and interest in the Service, including the SDK's underlying non-open-source components, the dashboard, and all related technology. Customer retains all right, title, and interest in its own data. Customer grants Foxy Audit a limited license to process Customer's data solely to provide the Service, as described in the DPA. Nothing in this Agreement transfers ownership of either party's pre-existing intellectual property.
10. Warranties
Each party warrants it has the authority to enter this Agreement. Foxy Audit warrants the Service will materially conform to its then-current documentation. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS," AND FOXY AUDIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Mutual indemnification
By Foxy Audit: Foxy Audit will defend Customer against a third-party claim alleging the Service, as provided and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will indemnify Customer for damages finally awarded, provided Customer promptly notifies Foxy Audit and gives it control of the defense. This obligation does not apply to claims arising from Customer's modification of the Service or use in combination with materials not provided by Foxy Audit.
By Customer: Customer will defend and indemnify Foxy Audit against a third-party claim arising from Customer's data, Customer's use of the Service in violation of the Acceptable Use Policy, or Customer's violation of applicable law, on the same procedural terms.
12. Limitation of liability
EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (B) A BREACH OF SECTION 8 (CONFIDENTIALITY), OR (C) CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE CLAIM.
13. Term and termination
Either party may terminate this Agreement, or an Order Form, for the other's uncured material breach on 30 days' written notice, if the breach remains uncured at the end of that period. On termination, Customer's data is handled per DPA Section 9. Sections 8 (Confidentiality), 9 (IP), 12 (Liability), and 14 (General provisions, including governing law) survive termination.
14. General provisions
- Governing law: this Agreement is governed by the laws of the Islamic Republic of Pakistan, without regard to conflict-of-laws principles, unless the Order Form states otherwise.
- Assignment: neither party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
- Force majeure: neither party is liable for delay or failure caused by circumstances beyond its reasonable control.
- Entire agreement: this Agreement, together with all Order Forms, the DPA, and the SLA, is the entire agreement between the parties regarding the Service and supersedes prior discussions regarding its subject matter.
- Amendment: this Agreement may be amended only by a writing signed by both parties, except that the DPA and SLA may be updated as described within each.
- Notices: written notice to Foxy Audit under this Agreement, including notice of non-renewal under Section 4 and notice of breach under Section 13, is given to legal@foxyaudit.tech.
Signatures
Foxy Audit
- By: _________________________
- Name:
- Title:
- Date:
Customer
- By: _________________________
- Name:
- Title:
- Date:
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