Master Service Agreement

1. Introduction and Parties

This Master Service Agreement ("Agreement" or "MSA") is entered into between Veriglob Ltd., a company incorporated in England and Wales ("Veriglob," "we," "us," or "our"), and the enterprise customer identified in the applicable Order Form ("Customer," "you," or "your").

This Agreement governs Customer's access to and use of Veriglob's enterprise identity verification platform, APIs, SDKs, and related professional services (collectively, the "Enterprise Services").

2. Definitions

The following terms shall have the meanings set forth below:

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting securities.
• "Authorized Users" means Customer's employees, contractors, and agents authorized by Customer to access and use the Enterprise Services.
• "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential.
• "Customer Data" means all data, content, and information submitted by or on behalf of Customer to the Enterprise Services.
• "Documentation" means the technical documentation, user guides, and specifications provided by Veriglob for the Enterprise Services.
• "Order Form" means a mutually executed ordering document specifying the Enterprise Services, fees, and other terms.
• "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.
• "Service Level Agreement" or "SLA" means the service availability and performance commitments set forth in Schedule A.
• "Subscription Term" means the period during which Customer has paid access to the Enterprise Services, as specified in the Order Form.
• "Verifiable Credential" means a tamper-evident credential with authorship that can be cryptographically verified.

3. Enterprise Services

3.1 Service Description

Veriglob shall provide the following Enterprise Services as specified in the applicable Order Form:

• Identity Verification Platform: Cloud-hosted infrastructure for decentralized identity management, credential issuance, and verification.
• Enterprise APIs: RESTful and gRPC APIs with dedicated endpoints, enhanced rate limits, and priority routing.
• SDKs and Integration Tools: Enterprise-licensed SDKs for Go, TypeScript, Flutter, and other platforms with extended support.
• Admin Dashboard: Web-based management console for credential schemas, verification policies, analytics, and user management.
• Compliance Tools: Audit logging, regulatory reporting, and compliance documentation features.

3.2 Service Availability

Veriglob commits to maintaining the service availability levels specified in Schedule A (Service Level Agreement). Our standard enterprise SLA guarantees:

3.3 Professional Services

Upon request and as specified in an Order Form, Veriglob may provide professional services including:

• Implementation and integration support
• Custom development and configuration
• Training and certification programs
• Security assessments and compliance consulting
• Dedicated technical account management

4. Customer Obligations

4.1 Acceptable Use

Customer agrees to use the Enterprise Services in compliance with all applicable laws and regulations. Customer shall not:

• Use the Services for any unlawful, fraudulent, or malicious purpose
• Issue false, misleading, or fraudulent verifiable credentials
• Attempt to gain unauthorized access to Veriglob systems or infrastructure
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or attempt to derive source code from proprietary components
• Sublicense, resell, or distribute the Enterprise Services without authorization
• Process Personal Data in violation of applicable data protection laws

4.2 Security Responsibilities

Customer is responsible for:

• Maintaining the security of API keys, credentials, and access tokens
• Implementing appropriate access controls for Authorized Users
• Promptly notifying Veriglob of any security incidents or unauthorized access
• Ensuring Authorized Users comply with security policies and this Agreement
• Implementing appropriate technical and organizational security measures for Customer systems

4.3 Compliance

Customer shall comply with all applicable laws, regulations, and industry standards relevant to Customer's use of the Enterprise Services, including but not limited to data protection laws (GDPR, CCPA), financial regulations (KYC/AML), and industry-specific requirements.

5. Fees and Payment

5.1 Fees

Customer shall pay the fees specified in the applicable Order Form. Fees may include:

• Subscription Fees: Annual or monthly fees for platform access based on selected tier
• Usage Fees: Per-verification or per-credential fees as specified
• Professional Services Fees: Fees for implementation, training, and consulting services
• Support Fees: Premium support tier fees if applicable

5.2 Payment Terms

• Invoicing: Veriglob shall invoice Customer according to the billing frequency specified in the Order Form.
• Payment Due: Payment is due within thirty (30) days of invoice date unless otherwise specified.
• Payment Method: Payment shall be made by wire transfer, ACH, or other method agreed upon in writing.
• Currency: All fees are in the currency specified in the Order Form (default: USD or GBP).

5.3 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and levies, excluding taxes based on Veriglob's net income. Customer shall provide valid tax exemption certificates where applicable.

5.4 Late Payment

Overdue amounts shall bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Veriglob may suspend Services upon thirty (30) days' written notice of non-payment.

6. Data Protection and Security

6.1 Data Processing

Where Veriglob processes Personal Data on behalf of Customer, the parties agree to execute a Data Processing Agreement ("DPA") that complies with applicable data protection laws. The DPA shall be incorporated into this Agreement by reference.

6.2 Security Measures

Veriglob maintains comprehensive security measures including:

• SOC 2 Type II certification
• ISO 27001 compliance
• Encryption at rest (AES-256) and in transit (TLS 1.3)
• Regular penetration testing and vulnerability assessments
• Multi-region data redundancy and disaster recovery
• 24/7 security monitoring and incident response

6.3 Data Location

Customer Data shall be stored and processed in the geographic regions specified in the Order Form. Upon request, Veriglob can provide data residency options in:

• European Union (EU)
• United Kingdom (UK)
• United States (US)
• Asia Pacific (APAC)

7. Confidentiality

7.1 Obligations

Each party agrees to:

• Protect the other party's Confidential Information using at least the same degree of care used to protect its own confidential information
• Use Confidential Information only for purposes of performing under this Agreement
• Limit access to Confidential Information to employees and contractors with a need to know
• Not disclose Confidential Information to third parties without prior written consent

7.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is rightfully obtained from a third party without restriction

7.3 Required Disclosure

A party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party gives prompt notice (where legally permitted) and cooperates in seeking protective treatment.

8. Intellectual Property

8.1 Veriglob IP

Veriglob retains all right, title, and interest in and to the Enterprise Services, Documentation, and all related intellectual property. Nothing in this Agreement transfers ownership of Veriglob IP to Customer.

8.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and any applications developed by Customer using the Enterprise Services. Customer grants Veriglob a limited license to use Customer Data solely to provide the Enterprise Services.

8.3 Feedback

If Customer provides suggestions, feedback, or recommendations regarding the Enterprise Services, Veriglob may use such feedback without obligation to Customer.

9. Representations and Warranties

9.1 Mutual Representations

Each party represents and warrants that:

• It has the legal power and authority to enter into this Agreement
• The execution and performance of this Agreement does not violate any other agreement
• It will comply with all applicable laws in its performance under this Agreement

9.2 Veriglob Warranties

Veriglob warrants that:

• The Enterprise Services will perform materially in accordance with the Documentation
• Professional services will be performed in a professional and workmanlike manner
• Veriglob will maintain commercially reasonable security measures
• Veriglob has the right to grant the licenses contemplated in this Agreement

9.3 Disclaimer

10. Indemnification

10.1 Veriglob Indemnification

Veriglob shall defend, indemnify, and hold harmless Customer from third-party claims alleging that Customer's use of the Enterprise Services (as authorized under this Agreement) infringes a third party's intellectual property rights, and shall pay any resulting damages or settlement amounts.

10.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Veriglob from third-party claims arising from:

• Customer's breach of this Agreement
• Customer Data or Customer's use of the Enterprise Services
• Customer's violation of applicable laws
• Applications or services built by Customer using the Enterprise Services

10.3 Indemnification Procedures

The indemnified party shall provide prompt notice of any claim, allow the indemnifying party to control the defense, and cooperate in the defense. The indemnifying party shall not settle any claim without the indemnified party's consent if such settlement imposes obligations on the indemnified party.

11. Limitation of Liability

11.1 Exclusion of Damages

11.2 Liability Cap

Each party's total aggregate liability under this Agreement shall not exceed the greater of:

• The total fees paid or payable by Customer in the twelve (12) months preceding the claim; or
• One hundred thousand US dollars ($100,000 USD)

11.3 Exceptions

The limitations in this Section 11 shall not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) gross negligence or willful misconduct; or (d) Customer's payment obligations.

12. Term and Termination

12.1 Term

This Agreement commences on the Effective Date and continues until terminated. Each Order Form shall specify its own Subscription Term, which shall automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

12.2 Termination for Cause

Either party may terminate this Agreement or any Order Form:

• Upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure within the notice period
• Immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or ceases business operations

12.3 Effect of Termination

Upon termination or expiration:

• Customer's access to the Enterprise Services shall immediately cease
• Customer shall pay all outstanding fees within thirty (30) days
• Each party shall return or destroy the other party's Confidential Information
• Veriglob shall provide Customer Data export upon request for up to thirty (30) days post-termination

12.4 Survival

Sections relating to fees, confidentiality, intellectual property, indemnification, limitation of liability, and general provisions shall survive termination.

13. Support and Maintenance

13.1 Support Tiers

13.2 Maintenance

Veriglob shall provide regular maintenance, security patches, and updates to the Enterprise Services. Scheduled maintenance windows will be communicated in advance, and emergency maintenance will be conducted as needed with prompt notification.

14. Governing Law and Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

14.2 Dispute Resolution

Any dispute arising from this Agreement shall be resolved as follows:

1. Escalation: The parties shall first attempt to resolve disputes through good-faith negotiations between designated representatives.
2. Mediation: If unresolved within thirty (30) days, the parties shall submit the dispute to non-binding mediation.
3. Arbitration: If mediation fails, disputes shall be resolved by binding arbitration under the rules of the London Court of International Arbitration (LCIA).
4. Injunctive Relief: Nothing in this section shall prevent either party from seeking injunctive relief in any court of competent jurisdiction.

15. General Provisions

• Entire Agreement: This Agreement, together with all Order Forms and Schedules, constitutes the entire agreement between the parties and supersedes all prior agreements.
• Amendments: This Agreement may only be modified by a written instrument signed by both parties.
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No waiver of any right shall be effective unless in writing, and no waiver shall constitute a continuing waiver.
• Assignment: Customer may not assign this Agreement without Veriglob's prior written consent, except to an Affiliate or in connection with a merger or acquisition.
• Force Majeure: Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, or government actions.
• Notices: All notices shall be in writing and delivered to the addresses specified in the Order Form or such other address as designated in writing.
• Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
• Export Compliance: Customer shall comply with all applicable export control laws and regulations.

16. Contact Information

For questions regarding this Master Service Agreement or to request an Order Form: