Master Service Agreement

We put this first because it is the question every customer asks first. Agentics will never use Customer Data — prompts, outputs, receipts, policies, configurations, or any derivative of them — to train, fine-tune, or improve any machine-learning or foundation model, whether ours or a third party's. Model providers you route traffic to through the gateway are bound by your own agreements with them; where you use Agentics-provisioned model access, we pass through no-training commitments contractually. This clause survives termination.

This Master Service Agreement ("MSA") is between Agentics Technologies LLC ("Agentics," "we") and the customer identified on an executed Order Form ("Customer," "you"). It takes effect on the date the first Order Form is executed ("Effective Date").

• "Services" — the Agentics platform described in Section 3, as specified in an Order Form.
• "Customer Data" — all data you or your users submit to or generate through the Services, including prompts, model outputs, receipts, policies, and configuration.
• "Order Form" — a signed ordering document referencing this MSA.
• "DPA" — the Agentics Data Processing Addendum at /legal/dpa/.
• "Documentation" — our published usage and security documentation.

• Gateway — a single API gateway in front of every model your organization uses, applying your policies, budgets, and guardrails inline before each call.
• Console — the web application for administering tenants, policies, budgets, keys, and reporting.
• Ledger — cryptographically chained receipts for governed calls, with batch hashes anchored to a public blockchain. Receipt content stays in your tenant; only hashes are anchored.
• Operator — governed execution of approved agent workloads under the same policy and ledger guarantees (hosted runtime requires the Hosting Addendum at /legal/hosting-addendum.html).

We will provide the Services materially as described in the Documentation and will not materially degrade them during a subscription term.

• You own Customer Data. We acquire no rights in it except the limited license to process it to provide the Services, prevent abuse, and comply with law.
• You can export Customer Data at any time during the term in machine-readable formats (JSON/JSONL/CSV) via console or API, at no additional charge.
• Aggregate or Bureau contributions are made only if you opt in, and only as k-anonymized (k≥5), differentially private aggregates. Your override always wins, and you are never publicly ranked.

We target 99.9% monthly uptime for the gateway data plane, measured per the Documentation and excluding scheduled maintenance (announced 72 hours ahead) and factors outside our control. If we miss the target in a calendar month, you may claim a credit against that month's fees within 30 days:

Credits are your sole remedy for availability shortfalls, apply to future invoices, and never convert to cash.

• Customer Data is encrypted in transit (TLS 1.2+) and at rest.
• Tenants are logically isolated; Customer Data is never visible to another tenant or partner.
• We notify you of a confirmed breach affecting Customer Data within 72 hours of confirmation, with what we know and what we're doing.
• A SOC 2 Type II examination is in progress. We do not claim certification until the report is issued; current status and subprocessors are listed at /security/subprocessors.html.
• Additional processing terms are in the DPA, which is incorporated when executed.

Fees are stated in the Order Form. Invoices are due net 30 unless the Order Form says otherwise. Fees are exclusive of taxes; you pay applicable taxes other than taxes on our income. Undisputed late amounts may accrue interest at the lesser of 1% per month or the legal maximum.

Each party's total aggregate liability under this MSA is capped at the fees paid or payable by Customer in the 12 months before the event giving rise to the claim. Neither party is liable for indirect, incidental, consequential, or punitive damages, or lost profits or revenue, even if advised of the possibility. The cap does not limit (a) your payment obligations, (b) either party's indemnification obligations in Section 9, or (c) liability that cannot be limited by law.

• By Agentics: we defend you against third-party claims that the Services, as provided by us and used as documented, infringe a patent, copyright, or trademark, or misappropriate a trade secret — and we pay resulting damages finally awarded or agreed in settlement. If the Services are enjoined, we will modify, replace, or refund prepaid unused fees.
• By Customer: you defend us against third-party claims arising from Customer Data or your use of the Services in violation of this MSA or law, and pay resulting damages finally awarded or agreed in settlement.
• The indemnified party must give prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.

• The MSA runs from the Effective Date while any Order Form is active.
• Either party may terminate for material breach if the breach is not cured within 30 days of written notice.
• Either party may terminate immediately if the other becomes insolvent or ceases business.
• After termination or expiry, you have 60 days to export Customer Data; we then delete it per the DPA, except backups purged on their normal cycle and ledger hashes (which contain no Customer Data content).
• Sections that by nature survive (data protection, no-training, liability, indemnities, governing law) survive termination.

This MSA is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. Exclusive venue is the state and federal courts located in Delaware, and each party consents to their jurisdiction.

If documents conflict, they control in this order:

1. Order Form (including any negotiated riders)
2. DPA
3. this MSA
4. Terms of Service (/legal/terms.html)

This MSA plus the executed documents above are the entire agreement and replace prior discussions. Amendments must be in writing and signed. Questions before signature: /contact/.

Terms · Privacy · MSA · DPA · Partner Platform Agreement · Hosting Addendum