Master Services Agreement

This Master Services Agreement (the "Agreement") outlines the terms and conditions governing the relationship between Zenta AI, Inc. ("Zenta AI"), with its principal place of business in Plano, TX, and its customers ("Customer") engaging Zenta AI's services through the execution of one or more Service Agreements ("SA").

The Customer desires to engage Zenta AI to provide the services under the terms detailed in the applicable SAs, and this Agreement governs the relationship between Zenta AI and the Customer.

1. Defenitions

"Agreement": This Master Services Agreement, including all SAs.

"SA": Any Service Agreement executed by the Parties under this Agreement, outlining the terms for recurring Software-as-a-Service ("SaaS") offerings or other ongoing services provided by Zenta AI.

"Software": Any software products developed, delivered, or managed by Zenta AI under this Agreement.

"Services": The technology consulting, SaaS offerings, or other services provided by Zenta AI under this Agreement, as further detailed in SAs.

"Third-Party Services": Services provided by third-party vendors that Zenta AI may utilize to fulfill its obligations under this Agreement, including but not limited to Google Cloud Services.

2. Services

Zenta AI agrees to provide services as specified in the applicable SAs, which may include developing, delivering, supporting, maintaining, and managing Software, Infrastructure, or other Technology Solutions. Each SA is incorporated into this Agreement and subject to its terms.

3. Term

This Agreement begins upon signature and remains in effect until terminated by either Party in accordance with the terms set forth below.

The initial term for each Service Agreement (SA) is specified in the applicable SA. After the initial term, the SA will automatically renew for successive periods equal to the initial term unless either Party provides 30 days' written notice of termination prior to the end of the then-current term.

3.1 Termination by Either Party for the SA:

Either Party may terminate the SA:

For Convenience: By providing 30 days' written notice to the other Party prior to the end of the current term of the SA. In such cases, termination will be effective at the end of the current term.

For Cause: Immediately, if the other Party materially breaches any provision of this Agreement or SA, and such breach is not cured within 30 days after receiving written notice from the non-breaching Party. Termination for cause will not preclude the non-breaching Party from pursuing other remedies available under the Agreement or applicable law.

3.2 Effect of Termination:

Upon termination of this Agreement or any associated SA, the Customer will be responsible for payment of all fees and charges incurred up to the effective date of termination. If the Agreement is terminated for convenience by the Customer, Zenta AI will not be obligated to refund any prepaid fees. Upon termination, each Party will promptly return or destroy the other Party’s Confidential Information in its possession.

3.3 Written Notice:

"Written notice" or "written communication" for the purposes of this Agreement, including termination notices, refers to communication delivered via email or other written forms accepted by both Parties, such as registered mail or courier. Emails will be considered received when sent to the designated email addresses of the Parties as specified in the applicable SA, unless a delivery failure notice is received.

3.4 Survival

The provisions of this Agreement that by their nature should survive termination, including but not limited to confidentiality obligations, payment obligations, indemnification, and proprietary rights, shall continue in effect after termination.

4. Customer's Obligations

This Agreement begins upon signature and remains in effect until terminated by either Party in accordance with the terms set forth below.

The initial term for each Service Agreement (SA) is specified in the applicable SA. After the initial term, the SA will automatically renew for successive periods equal to the initial term unless either Party provides 30 days' written notice of termination prior to the end of the then-current term.

3.1 Termination by Either Party for the SA:

Either Party may terminate the SA:

For Convenience: By providing 30 days' written notice to the other Party prior to the end of the current term of the SA. In such cases, termination will be effective at the end of the current term.

For Cause: Immediately, if the other Party materially breaches any provision of this Agreement or SA, and such breach is not cured within 30 days after receiving written notice from the non-breaching Party. Termination for cause will not preclude the non-breaching Party from pursuing other remedies available under the Agreement or applicable law.

3.2 Effect of Termination:

Upon termination of this Agreement or any associated SA, the Customer will be responsible for payment of all fees and charges incurred up to the effective date of termination. If the Agreement is terminated for convenience by the Customer, Zenta AI will not be obligated to refund any prepaid fees. Upon termination, each Party will promptly return or destroy the other Party’s Confidential Information in its possession.

3.3 Written Notice:

"Written notice" or "written communication" for the purposes of this Agreement, including termination notices, refers to communication delivered via email or other written forms accepted by both Parties, such as registered mail or courier. Emails will be considered received when sent to the designated email addresses of the Parties as specified in the applicable SA, unless a delivery failure notice is received.

3.4 Survival

The provisions of this Agreement that by their nature should survive termination, including but not limited to confidentiality obligations, payment obligations, indemnification, and proprietary rights, shall continue in effect after termination.

5. Change Orders

The Customer may request changes to the Specifications outlined in the scope of services provided under a Service Agreement (SA), including but not limited to expansion revenue, add-ons, or modifications to the existing service levels.

6. How long do we keep your information?

6.1 Fees:
The Customer will pay fees as set forth in the applicable SA.

6.2 Expenses:
With prior approval, the Customer will reimburse Zenta AI for reasonable expenses incurred during the development of the Software.

6.3 Invoices:
Zenta AI will invoice the Customer as set forth in the applicable SA. Payments are due within 15 days unless otherwise specified.

6.4 Late Fees:
Payments overdue by more than 30 days will incur a late fee of 1.5% per month or the highest rate allowable by law permits., whichever is less.

7. Acceptance

6.1 Fees:
The Customer will pay fees as set forth in the applicable SA.

6.2 Expenses:
With prior approval, the Customer will reimburse Zenta AI for reasonable expenses incurred during the development of the Software.

6.3 Invoices:
Zenta AI will invoice the Customer as set forth in the applicable SA. Payments are due within 15 days unless otherwise specified.

6.4 Late Fees:
Payments overdue by more than 30 days will incur a late fee of 1.5% per month or the highest rate allowable by law permits., whichever is less.

8. Support and Maintenance

For ongoing services, support and maintenance are provided throughout the SA term. Upon renewal, these services are subject to the terms, conditions, and rates specified for the Renewal Term. Zenta AI reserves the right to adjust the rates at the start of any Renewal Term, as communicated to the Customer in accordance with the Service Agreement.

9. Third-Party Services

Zenta AI may use third-party services, such as Google Cloud Services, to deliver SaaS offerings and professional services. These services are subject to the third-party providers' SLAs. While Zenta AI will use commercially reasonable efforts to ensure performance and security, Zenta AI is not liable for issues caused by third-party providers beyond its control. Where applicable, Zenta AI will pass through relevant third-party SLAs to the Customer.

10. Representations and Warranties

10.1 Ownership Rights:

Zenta AI warrants that it is the sole author of the Software and has the right to assign rights to the Customer as per this Agreement.

10.2 Limited Warranty:
Zenta AI warrants that the Software will be free from defects for 30 days post-delivery under normal use. Zenta AI's sole obligation is to provide a functioning copy of the Software within a reasonable time after being notified of the defect.

Disclaimer:
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT.

11. Acknowledgements

The Customer acknowledges that all services, software, tools, and methodologies provided by Zenta Al under this Agreement and any associated As are proprietary to Zenta Al. The Customer agrees not to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of any Zenta Al software or services provided under this Agreement. Any attempt to do so is strictly prohibited.

11.1 Independent Contractor:

Zenta Al is an independent contractor and not an employee or agent of the Customer.

11.2 No Partnership:

This Agreement does not create a partnership, joint venture, or fiduciary relationship between the parties.

12. Confidential Information and Intellectual Property

12.1 Confidentiality:

Both Parties agree to keep Confidential Information secure during the term of this Agreement and for 2 years afterward.

12.2 Intellectual Property Ownership:

Pre-existing IP: Zenta AI retains all rights, title, and interest in any pre-existing tools, software, methodologies, or intellectual property used in providing services. The Customer has no rights to Zenta AI's pre-existing IP unless expressly stated in the applicable SA.

12.3 Use of Name and Logo:

Zenta AI may use the Customer's name and logo for marketing purposes, without creating any ownership rights in the name or logo.

12.4 Non-Solicitation:

The Customer agrees not to hire or solicit Zenta AI’s employees, contractors, or consultants during the term of this Agreement and for one year after its expiration or termination.

12.5 Data Protection:

Both Parties agree to comply with applicable data protection laws. Zenta AI will implement appropriate measures to protect personal data, and the Customer agrees to provide accurate and lawful instructions regarding the processing of such data.

12.6 Restrictions on Use:

The Customer agrees not to attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code, underlying ideas, or algorithms of any Zenta AI software or services. The Customer may only use Zenta AI’s tools, methodologies, and intellectual property as expressly permitted under the terms of this Agreement or any SA. Violation of these restrictions will be considered a material breach of this Agreement.

13. Rights and Remedies

13.1 Indemnification:

The Customer shall indemnify Zenta AI against third-party claims related to intellectual property infringement or other claims arising from the use of the Software or services provided under this Agreement.

13.2 Limitation of Liabilities:

Zenta AI's liability is limited to the fees paid for the specific service that gave rise to the claim within the 12 months preceding the event. Zenta AI is not liable for losses due to third-party providers' breaches, downtime, or security incidents.

13.3 Data Breach:

In the event of a data breach, Zenta AI will notify the Customer and work with the third-party provider to address the breach. Zenta AI is not liable for damages resulting from breaches caused by third-party providers.

14. General Provisions

14.1 Entire Agreement:

This Agreement, including all SAs, constitutes the entire agreement between the parties.

14.2 Modification of Agreement:

Zenta AI reserves the right to modify or update this Agreement, including any attached Service Agreements (SAs) at any time. Any such modifications will be posted on Zenta AI’s website and shall be effective immediately upon posting. Zenta AI will provide notice of any material changes to the Customer via email or through other written communication. The Customer’s continued use of services after the effective date of any changes will constitute acceptance of the modified terms. If the Customer does not agree to the updated terms, they may terminate the Agreement by providing written notice within 30 days of receiving the modification notice.

14.3 Assignment:

Neither Party may assign this Agreement without the other Party's written consent.

14.4 Compliance with Law:

This Agreement will be governed by Texas law, and both Parties will comply with all applicable laws.

14.5 Severability:

If any provision is found invalid, the remainder of the Agreement will remain in effect.

14.6 Waiver:

A failure to enforce any provision does not constitute a waiver of that provision.

14.7 Force Majeure:

Neither Party is responsible for delays or non-performance due to events beyond their control.

14.8 Governing Law and Jurisdiction:

The Agreement is governed by Texas law, and disputes will be resolved in Collin County, Texas.

14.9 Dispute Resolution:

If a dispute arises, the Parties will first try to resolve it through good faith negotiations. If unresolved after 30 days, the dispute will go to mediation:

Mediator Selection: The Parties will choose a mediator within 10 days. If they can't agree, a service like the AAA will appoint one.

Mediation Process: Mediation will happen within 30 days. Each Party will provide a brief summary 5 days before. The mediation will be completed in one day, either in person or virtually, unless extended by agreement.

Confidentiality: Mediation discussions are confidential and cannot be used in court.

Costs: The Parties will split the mediator’s fees. Each Party covers its own legal costs.

If mediation fails, the dispute can be taken to court as described in Section 14.8.

14.10 Electronic Signatures:

Any SA that references this Agreement may be executed and delivered by electronic signature (e.g., via DocuSign, Adobe Sign, or other electronic signature platforms), and such signatures shall have the same force and effect as original signatures.

15. Incorporation of Additional Agreements

This Agreement incorporates by reference the terms and conditions of the following documents, which are integral to the services provided by Zenta AI and are binding on both Parties:

15.1 Privacy Policy:

The Customer acknowledges and agrees to Zenta AI’s Privacy Policy, available at https://www.zenta.ai/privacy-policy, which governs the collection, use, and protection of personal data in connection with the services provided under this Agreement.

15.2 Google Cloud Platform Terms of Service:

For services provided through the Google Cloud Platform, including but not limited to the Google Security Command Center, the Customer agrees to the terms set forth in the applicable Google Cloud Terms of Service, available at https://cloud.google.com/terms.

15.3 Google Cloud Platform Service Level Agreements (SLAs):

For services provided through the Google Cloud Platform, including but not limited to the Google Security Command Center, the Customer agrees to the terms set forth in the applicable Google Cloud Platform SLAs, available at https://cloud.google.com/terms/sla?hl=en. These documents govern the service levels and performance metrics specific to the Google Cloud Platform services utilized by Zenta AI in providing services to the Customer.

15.4 Google Cloud Terms Directory:

If applicable, the Customer agrees to the terms of services provided through Google Cloud and related platforms, available at https://cloud.google.com/product-terms?hl=en.

15.5 Use of D3V Technology Solutions Services

Zenta AI may engage D3V Technologies or other authorized service providers to assist in delivering onboarding, support, configuration, or expert-led remediation services. Customer acknowledges and agrees that such providers may access Customer data solely for the purpose of delivering such services, and are bound by obligations of confidentiality and data security no less protective than those in this Agreement.

15.6 Other Agreements:

Any other agreements, policies, or terms referenced in the applicable SA are incorporated herein by reference and shall govern the relevant aspects of the services provided.

The Customer is responsible for reviewing these documents and agrees to be bound by their terms as they apply to the services provided by Zenta AI under this Agreement.