# Master Service Agreement — Template

> **Status: negotiation template.** This is the starting point for
> Enterprise agreements. Fields marked `[OPERATOR: …]` are completed
> by Ovriven during contracting; fields marked `[CUSTOMER: …]` by
> the customer. Nothing here is binding until both parties execute a
> signed copy. To begin, email **legal@ovriven.com**.

This Master Service Agreement ("**Agreement**") is entered into as of
`[DATE]` ("**Effective Date**") between:

- **Provider:** `[OPERATOR: legal entity name, registered address,
  registration number]` ("**Ovriven**"), and
- **Customer:** `[CUSTOMER: legal entity name, registered address]`
  ("**Customer**").

## 1 · Services

Ovriven provides the hosted AI-simulation platform described at
the Order Form (the "**Service**"): synthetic-population simulation
runs, results reporting, workspace collaboration, and the related
APIs. Service scope, plan tier, seats, and credit allowances are
fixed in each executed Order Form.

## 2 · Term & termination

Initial term and renewal are set in the Order Form. Either party may
terminate for material breach uncured 30 days after written notice.
On termination, Customer may export its data for 30 days (the
Service's per-run exports + workspace export); thereafter deletion
follows the Data Processing Agreement.

## 3 · Fees & payment

Fees are set in the Order Form. Unless stated otherwise there:
invoices are due net 30; late amounts accrue 1.5%/month; fees are
exclusive of taxes (Customer pays applicable VAT/GST/sales tax, or
provides a valid exemption/VAT ID). Refunds and cancellation follow
the published Refund & Cancellation Policy unless the Order Form
overrides it.

## 4 · Customer data & privacy

Customer retains all rights in the content it submits and the
simulation outputs its runs produce. Ovriven processes personal
data only per the **Data Processing Agreement** (incorporated by
reference; template: `dpa-template.md`), with the subprocessors
listed at `/sub-processors`.

## 5 · Acceptable use

Use of the Service is subject to the published Acceptable Use Policy
(`/aup`), including its automated-abuse and AI-output-responsibility
terms. Simulation outputs are estimates produced by an AI system —
they are not surveys of real people and not professional advice.

## 6 · Confidentiality

Each party protects the other's non-public information with at least
the care it uses for its own (and never less than reasonable care),
uses it only to perform under this Agreement, and limits access to
personnel under confidentiality duties. Compelled disclosures require
prompt notice where lawful.

## 7 · Security

Ovriven maintains the administrative, technical, and organizational
measures described at `/security` (encryption in transit and at rest,
access controls, audit logging, tested backups). Material reductions
of these measures during the term are not permitted.

## 8 · Warranties & disclaimers

Each party warrants it can lawfully enter this Agreement. THE SERVICE
IS PROVIDED "AS IS"; OVRIVEN DISCLAIMS ALL IMPLIED WARRANTIES.
Simulation outputs are probabilistic estimates; Ovriven does not
warrant their accuracy or fitness for any specific decision.

## 9 · Limitation of liability

Excluding breaches of confidentiality, the DPA, or either party's
indemnity obligations, neither party's aggregate liability exceeds
the fees paid or payable by Customer in the **12 months** preceding
the claim, and neither party is liable for indirect, incidental, or
consequential damages.

## 10 · Indemnity

Ovriven will defend Customer against third-party claims that the
Service (as provided) infringes their IP, and Customer will defend
Ovriven against claims arising from Customer content or use in
violation of the AUP — each subject to prompt notice and control of
the defense.

## 11 · General

Governing law and venue: `[OPERATOR: jurisdiction]`. Assignment only
with consent (except to an acquirer of substantially all assets).
Notices to the addresses above (email permitted with confirmation).
This Agreement plus its Order Forms and the DPA are the entire
agreement; conflicting terms rank: Order Form > DPA > this Agreement.

---

**Provider — Ovriven**: signature `____________` · name/title
`[OPERATOR: …]` · date `______`

**Customer**: signature `____________` · name/title `[CUSTOMER: …]`
· date `______`