Digitaura Master Services Agreement (MSA)
Effective Date: August 14, 2026
Last Updated: August 14, 2026
This Master Services Agreement (“MSA” or “Agreement”) is entered into by and between Digitaura, Inc., a Delaware corporation (“Digitaura,” “Company,” “Provider”), and the entity or client executing an Order Form or subscribing to enterprise services referencing this Agreement (“Customer,” “Client”).
Provider and Customer are individually referred to as a “Party” and collectively as the “Parties.”
1. Structure & Order Forms
1.1 Scope of Agreement
This MSA sets forth the master terms and conditions under which Customer may purchase licenses to the Digitaura executive intelligence platform (“Software”), obtain technical support, and receive professional deployment services from Provider.
1.2 Order Forms
Specific licensing tiers, seat quantities, subscription terms, support levels, and fees shall be specified in one or more mutually executed Order Forms or online checkout confirmations (“Order Form”). Each Order Form shall incorporate the terms of this MSA. In the event of a direct conflict between the text of an Order Form and this MSA, the Order Form shall prevail.
2. Software Licensing & Deployment Architecture
2.1 Software License Grant
Subject to the terms of this Agreement and payment of all applicable fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license during the Subscription Term to install, run, and execute the Software on authorized Apple Silicon devices (macOS, iOS, watchOS) owned or controlled by Customer, up to the maximum number of seats or workstations specified in the Order Form.
2.2 Local-First Architecture & Customer Vault
- On-Premises / Local Execution: Customer acknowledges that Digitaura is a local-first platform. All compute, database indexing (SQLite), optical character recognition (Apple Vision OCR), and local model execution occur directly on Customer’s Apple Silicon hardware.
- Custody of Data: Customer maintains sole physical and logical custody of its local file repository (
~/Vault/). Provider does not host, mirror, or possess back-door access to Customer’s local Vault or data stores. - Hardware & Backup Responsibility: Customer is strictly responsible for maintaining its local Apple Silicon hardware, operating system security, and backup/disaster recovery protocols for local hardware storage.
2.3 Human Circuit-Breaker (STAGE_DRAFT)
The Software incorporates AI-assisted workflow generation, invoice building, and automated record draft staging. Customer acknowledges that all automated outputs require human review and approval (STAGE_DRAFT circuit-breaker). Customer assumes full operational and legal responsibility for all outbound communications, invoices, filings, and decisions approved and released by its authorized users.
3. Support Services & Service Levels
3.1 Support Commitments
Provider shall provide Customer with standard technical support services during Provider’s normal business hours via electronic mail (support@digitaura.ai) or designated enterprise ticketing portals.
3.2 Error Classification & Target Response Times
For Enterprise Tier customers, Provider will use commercially reasonable efforts to respond to reported Software issues in accordance with the following target response windows:
| Severity Level | Definition | Target Initial Response Time |
|---|---|---|
| Severity 1 (Critical) | Core application crash or total block of local engine across multiple workstations with no workaround. | 4 business hours |
| Severity 2 (High) | Major feature degradation (e.g., local LAN sync failure) affecting primary operations; workaround available. | 8 business hours |
| Severity 3 (Normal) | Minor bug, display issue, or non-critical operational inquiry. | 24 business hours |
4. Fees, Invoicing & Payment Terms
4.1 Subscription Fees
Customer shall pay Provider the fees set forth in the applicable Order Form (“Fees”). Except as explicitly provided otherwise in this Agreement, all payment obligations are non-cancelable and all Fees paid are non-refundable.
4.2 Invoicing & Payment
Unless specified otherwise in an Order Form:
- All Fees are billed annually or monthly in advance.
- Payments are due within thirty (30) days from the date of Provider’s invoice.
- All payments shall be made in U.S. Dollars via electronic funds transfer (ACH/Wire) or credit card.
4.3 Late Payments & Interest
Past-due amounts shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum legal rate permitted by law, whichever is lower, calculated from the due date until paid in full. Provider reserves the right to suspend software license validation keys if invoices remain unpaid for more than fifteen (15) days past due.
4.4 Taxes
Fees do not include any local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Provider’s net income or employment.
5. Proprietary Rights & Data Ownership
5.1 Provider Intellectual Property
Provider retains all right, title, and interest (including all patent, copyright, trade secret, and trademark rights) in and to the Software, system architecture, compiled binaries, documentation, and any updates, enhancements, or derivative works created by or for Provider.
5.2 Customer Data Ownership
Customer retains 100% ownership of all data, files, documents, customer catalogs, invoices, and inputs processed by or imported into the Software (“Customer Data”). Provider claims zero ownership, license rights, or implied claims over Customer Data or local Vault outputs.
6. Confidentiality
6.1 Definition
“Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) under this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider Confidential Information includes the Software source code and architecture. Customer Confidential Information includes Customer Data and Vault contents.
6.2 Protection Obligations
The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence using the same degree of care it uses to protect its own confidential information of like nature (but not less than a reasonable standard of care); and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
7. Indemnification
7.1 Provider IP Indemnification
Provider shall defend Customer against any third-party claim, suit, or proceeding alleging that Customer’s authorized use of the Software infringes or misappropriates any third-party U.S. patent, copyright, or trade secret, and Provider shall indemnify Customer against all damages, settlement amounts, and reasonable attorneys’ fees finally awarded against Customer.
7.2 Customer Indemnification
Customer shall defend Provider against any third-party claim, suit, or proceeding arising out of or relating to: (a) Customer Data; (b) Customer’s breach of Section 2.1 or 2.3 (License Restrictions); or (c) Customer’s use of AI outputs in violation of applicable laws or third-party rights.
8. Limitation of Liability
8.1 Liability Cap
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, BREACH OF CONFIDENTIALITY UNDER SECTION 6, OR BREACH OF LICENSE RESTRICTIONS, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
8.2 Consequential Damages Waiver
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, SAVINGS, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY.
9. Term & Termination
9.1 Term
This Agreement commences on the Effective Date and continues until all Order Forms executed hereunder have expired or been terminated (“Term”).
9.2 Termination for Cause
Either Party may terminate this Agreement or an individual Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice detailing the breach.
9.3 Effect of Termination
Upon expiration or termination of this Agreement:
- All software licenses granted hereunder shall immediately terminate.
- Provider will invalidate Customer’s active license keys.
- Local Data Access: Customer retains physical possession of its local hardware and file system (
~/Vault/). Because files are stored in open formats (Markdown, SQLite, JSON), Customer retains perpetual access to read and export its local files after termination.
10. General Provisions
10.1 Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law rules. Any legal suit or proceeding arising hereunder shall be instituted exclusively in the federal or state courts located in New Castle County, Delaware.
10.2 Severability & Waiver
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either Party to enforce any right shall not constitute a waiver.
10.3 Entire Agreement
This Agreement, together with all Order Forms, Exhibits, and the Data Processing Addendum (if applicable), constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements or representations.
Signatures & Acceptance
IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the Effective Date.
Digitaura, Inc.
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
Customer: ________________________
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________