Master Services Agreement (MSA)

Document Reference: AUC-LEG-MSA-001
Version: 3.1.0
Effective Date: October 24, 2026
Last Updated: October 24, 2026
Classification: Public / Commercial Terms
Architectural Structure: Modular Universal Terms + Service-Specific Schedules
Incorporated Schedules: Schedule 1: AI Service-Specific Terms (SST) | Customer Copyright & IP Protection Addendum | Data Processing Addendum (DPA) | Acceptable Use Policy (AUP) | Sub-processor Schedule

Executive Summary (ISO 24495-1 Plain-Language Overview)

[!IMPORTANT] Legal Precedence Notice: This plain-language summary is provided solely for reader convenience and executive navigation pursuant to ISO 24495-1:2023. It does not constitute binding legal covenants, warranties, or terms. In the event of any ambiguity, conflict, or inconsistency between this summary and the operative articles below, the operative articles strictly govern and control.

• What this agreement covers: This Master Services Agreement (MSA) governs commercial procurement, enterprise access, and legal rights for the Auctoric Governed AI Platform, APIs, and autonomous agent orchestration services.
• Customer Data Ownership: You retain 100% ownership of all data, queries, prompts, and vector embeddings submitted to the platform (“Inputs”), as well as all resulting synthetic data and model generations (“Outputs”). Auctoric claims zero ownership over your proprietary content.
• Model Training Guarantee: Auctoric does not use your Customer Content or personal data to train, fine-tune, or calibrate public or foundational base models.
• Liability & Enterprise Super-Cap: General commercial claims are subject to a mutual standard cap of 1× Annual Contract Value (ACV). However, intellectual property copyright claims and data protection breaches (under our DPA) benefit from a separate Super-Cap equal to two times (2×) ACV.
• Post-Termination Sanitization: You have 30 days post-termination to export all Customer Content. After 30 days, Auctoric permanently sanitizes all records within 30 additional days (total max 60 days) adhering to NIST SP 800-88 Rev. 2 standards.
• Governing Law & Venue: State of Florida; exclusive jurisdiction in Martin County, Florida, or the United States District Court for the Southern District of Florida (Fort Pierce Division).

High-Intent Procurement FAQ (AEO Direct Answers)

Does Auctoric claim ownership of customer prompts or generated AI outputs?

No. Under Section 4.1 of this Agreement, Customer retains all right, title, and intellectual property ownership in and to all Customer Content, including both Inputs (prompts, queries, files, vector stores) and resulting Outputs. Auctoric receives only a limited license strictly necessary to execute the requested services.

What are the enterprise liability limits under the Auctoric MSA?

Under Section 9, liability for general contract disputes is capped at twelve (12) months of fees paid (1× ACV). However, Auctoric provides an expanded Super-Cap of two times (2×) ACV for third-party copyright claims (backed by our Customer Copyright & IP Protection Addendum) and data protection breaches under our Data Processing Addendum.

What is Auctoric’s post-contract data retention and sanitization SLA?

Under Section 10.3, customers have a 30-day post-termination window to export content. Thereafter, all customer databases and cached content are permanently deprovisioned and purged within thirty (30) days (total maximum 60 days from termination) conforming to NIST SP 800-88 Revision 2 media sanitization standards.

THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION AND USE OF THE SERVICES PROVIDED BY AUCTORIC, LLC (“AUCTORIC”, “WE”, “US”, OR “OUR”, A FLORIDA LIMITED LIABILITY COMPANY).

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING THE AUCTORIC GOVERNED AI PLATFORM, THE ENTITY IDENTIFIED IN THE ORDER FORM (“CUSTOMER”) AGREES TO BE BOUND BY THIS AGREEMENT.

1. Modular Agreement Structure & Order of Precedence

To provide clarity and modularity across our cloud and AI capabilities, this Agreement consists of:

1. These Core Universal Terms: Establishing foundational enterprise SaaS commitments, billing, liability, confidentiality, and dispute procedures;
2. Order Form(s): Specifying commercial terms, subscriptions, capacities, and pricing;
3. Schedule 1: AI Service-Specific Terms (SST): Governing inference runtimes, multi-cloud model routing, autonomous agents, and anti-distillation flow-downs;
4. Customer Copyright & IP Protection Addendum: Defining Auctoric’s enterprise output defense and copyright commitment;
5. Data Processing Addendum (DPA): Fulfilling GDPR, CCPA, and global privacy requirements;
6. Acceptable Use Policy (AUP): Defining safety boundaries harmonized with upstream hyperscaler policies.

Order of Precedence: In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall govern, strictly scoped by subject matter:

1. Mandatory Data Protection & Sector Instruments: The Data Processing Addendum (including SCCs) and any executed sector-specific addendum (HIPAA BAA, CJIS Addendum) shall govern exclusively with respect to data protection, privacy, and regulatory compliance obligations;
2. Non-Retention Commitments: The AI DPA & Model Non-Retention Addendum shall govern expressly agreed model training and retention commitments;
3. Intellectual Property Defense: The Customer Copyright & IP Protection Addendum shall govern output intellectual property defense obligations;
4. AI Functionality & Flow-Down Restrictions: Schedule 1 (AI Service-Specific Terms) and the Acceptable Use Policy shall govern AI-specific features, multi-model routing, agent execution, and upstream hyperscaler flow-downs;
5. Commercial Order Forms: An applicable Order Form shall control pricing, subscription capacity, and commercial parameters, but shall not amend or waive the mandatory protections in (1), (2), or (4) unless expressly agreed by authorized corporate officers;
6. Core Universal Terms: These Core Universal Terms of this Master Services Agreement; and
7. Documentation: The technical Documentation.

Enterprise Account Separation: Where an executed Master Services Agreement governs Customer’s use of the Services, no individual Authorized User clickthrough agreement, self-service Terms of Service, or in-app terms shall amend, supersede, or alter the terms of this Agreement.

2. Definitions

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity (ownership of >50% voting interests).
• “AI Models” means the machine learning architectures, foundation models, fine-tuned weights, embeddings, inference engines, and algorithms made available through the Services.
• “Auctoric Platform” or “Services” means the suite of cloud-hosted AI governance, workflow orchestration, inference endpoints, agentic coordination engines, and software-as-a-service applications provided by Auctoric.
• “Authorized User” means an employee, contractor, agent, or designated system user authorized by Customer to access the Services under Customer’s account credentials.
• “Customer Content” means all electronic data, text, prompts, queries, files, audio, video, vector stores, ground-truth labels, or materials submitted by or on behalf of Customer or Authorized Users to the Services (“Inputs”), and the resulting outputs, predictions, or synthetic data generated by the Services for Customer (“Outputs”).
• “Documentation” means the technical specifications, user guides, API manuals, and security whitepapers published by Auctoric at [https://docs.auctoric.ai].

3. Platform Access, Licensing, and Developer Rules

3.1 Provision of Services

Auctoric grants Customer a worldwide, non-exclusive, non-transferable (except as permitted under Section 13.3) right to access and use the Auctoric Platform solely for Customer’s business operations during the Subscription Term, subject to this Agreement and applicable Order Forms.

3.2 Account Security & Credentials

Customer is responsible for all activity occurring under its Authorized User accounts. Customer shall maintain the confidentiality of all API tokens, client secrets, and authentication credentials, and promptly notify Auctoric at security@auctoric.ai upon becoming aware of any credential compromise.

3.3 Upstream Hyperscaler Flow-Downs & Prohibitions

Because Auctoric orchestrates underlying foundation models (including those listed in the authoritative Sub-processor Schedule, such as Google Cloud Vertex AI, Microsoft Azure OpenAI, and Anthropic), Customer agrees to the following covenants:

1. Anti-Model Distillation: Customer shall not use Outputs to train, fine-tune, or calibrate any machine learning or foundation model that competes with Auctoric or its foundational infrastructure providers;
2. Reverse Engineering: Customer shall not reverse engineer, decompile, disassemble, or extract model weights, neural architectures, or latent embeddings of the Services;
3. No Unapproved Benchmarking: Customer shall not publicly publish competitive benchmarking, stress tests, or comparative performance evaluations of the Services without prior written authorization from Auctoric;
4. Upstream Abuse Suspension: If an upstream foundational infrastructure provider (as disclosed in the Sub-processor Schedule) issues an abuse strike or security throttle resulting from Customer’s prompts, Auctoric may immediately suspend the affected endpoint to protect platform stability. Auctoric will provide notice and identify restoration conditions as soon as lawful and practicable.

4. Intellectual Property Rights & AI Ownership

4.1 Auctoric Platform IP

Auctoric and its licensors retain all right, title, and interest (including all patent, copyright, trademark, and trade secret rights) in and to:

1. The Auctoric Platform, software, APIs, SDKs, agentic runtime engines, and Documentation;
2. Base foundational model weights, system prompts, guardrail heuristics, fine-tuning infrastructure, and synthetic validation benchmarks created by Auctoric;
3. Aggregated, de-identified platform telemetry and operational performance metrics.

4.2 Customer Content & AI Outputs

As between Auctoric and Customer:

1. Inputs: Customer retains exclusive ownership of and all intellectual property rights in Customer Inputs.
2. Outputs: Auctoric hereby assigns to Customer all right, title, and interest in and to Customer Outputs generated specifically for Customer from Customer Inputs, subject to Customer’s compliance with this Agreement.
3. Zero Model Training on Customer Data: Auctoric contractually warrants that Customer Inputs and Outputs will NOT be used to train, retrain, align, or improve Auctoric’s base public models or third-party foundation models, as detailed in AI DPA & Model Non-Retention Addendum.

5. Fees, Metering, and Payment

5.1 Invoicing and Payment Terms

Customer shall pay all fees specified in applicable Order Forms. Unless otherwise stated:

• Fees are quoted and payable in United States Dollars (USD);
• Invoiced charges are due net thirty (30) days from the invoice date;
• Unpaid amounts not subject to a good-faith dispute accrue interest at 1.5% per month or the maximum permitted by law.

5.2 Taxes

Fees do not include taxes, levies, duties, or governmental assessments. Customer is responsible for paying all applicable sales, use, value-added, or withholding taxes.

6. Data Protection and Information Security

6.1 Data Processing Addendum (DPA)

To the extent Auctoric processes Personal Data on behalf of Customer, the terms of the Auctoric Data Processing Addendum, including Standard Contractual Clauses (SCCs), are incorporated into and form an integral part of this Agreement.

6.2 Security Safeguards

Auctoric maintains an enterprise Information Security Program designed to comply with ISO/IEC 27001, SOC 2 Type II, and ISO/IEC 42001 control criteria as described in our Information Security Policy. Auctoric implements administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Content.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party warrants that it has the legal power and authority to enter into this Agreement.

7.2 Auctoric Performance Warranty

Auctoric warrants that the Services will perform materially in accordance with the applicable Documentation and that it will not materially diminish the overall security of the Services during an active subscription term.

7.3 AI Non-Deterministic Output Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ALL AI-GENERATED OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CUSTOMER ACKNOWLEDGES THAT GENERATIVE ARTIFICIAL INTELLIGENCE SYSTEMS PRODUCE PROBABILISTIC, NON-DETERMINISTIC OUTPUTS (“HALLUCINATIONS”). AUCTORIC DOES NOT WARRANT THAT OUTPUTS WILL BE ERROR-FREE, FACTUALLY ACCURATE, OR SUITABLE FOR REGULATED DECISION-MAKING WITHOUT INDEPENDENT HUMAN REVIEW. HIGH-RISK AND CLINICAL HEALTHCARE WORKLOADS ARE GOVERNED BY SCHEDULE 1: AI SERVICE-SPECIFIC TERMS.

8. Indemnification & Enterprise Copyright Defense

8.1 Platform IP Indemnification

Auctoric shall defend Customer, its officers, directors, and employees against any third-party claim alleging that the underlying Auctoric Platform software infringes any valid patent, copyright, or trademark of a third party, and will indemnify Customer for damages, reasonable attorney fees, and costs finally awarded or settled.

8.2 Customer Copyright Commitment (Output Defense)

Auctoric provides an enterprise Customer Copyright Commitment defending Customer against third-party copyright infringement claims arising from AI Outputs, subject to the conditions, guardrail covenants, and procedures set forth in the Customer Copyright & IP Protection Addendum.

8.3 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Auctoric against any third-party claim arising from:

1. Customer Inputs violating third-party privacy, intellectual property, or contractual rights;
2. Customer’s violation of the Acceptable Use Policy or applicable regulatory statutes (e.g., EU AI Act, HIPAA, CJIS).

9. Limitation of Liability

9.1 Waiver of Consequential Damages

NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS REPUTATION), REGARDLESS OF THE THEORY OF LIABILITY.

9.2 Aggregate Liability Cap

EXCEPT FOR EXCLUDED LIABILITIES (SECTION 9.3), EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

9.3 Excluded Liabilities & Super-Caps

1. Uncapped Liabilities: The limitations in Section 9.1 (Waiver of Consequential Damages) and Section 9.2 (Aggregate Liability Cap) do not apply to: a. Either party’s gross negligence, willful misconduct, or fraud; b. Customer’s willful or intentional breach of intellectual property restrictions under Section 3.3 (including intentional model extraction, parameter distillation to train competing foundation models, or unauthorized decompilation); c. Customer’s indemnification obligations under Section 8.3; d. Auctoric’s platform software IP indemnification obligations under Section 8.1; e. Customer’s payment obligations under Section 5; f. Any liability that cannot be limited or excluded under applicable law.
2. Super-Cap Liabilities (2× ACV): Notwithstanding Section 9.2, each party’s maximum aggregate liability arising out of or related to: a. Third-party Copyright claims for AI Outputs under Section 8.2 and the Customer Copyright & IP Protection Addendum; and b. Breaches of data protection and privacy obligations under the Data Processing Addendum (DPA), shall be subject to a separate aggregate limit equal to two times (2×) the total amount paid or payable by Customer under the applicable Order Form in the twelve (12) months preceding the incident giving rise to liability (“Super-Cap”). The waiver of consequential damages in Section 9.1 will not exclude amounts expressly payable to an unaffiliated third party under a covered indemnity, but the Super-Cap remains the definitive aggregate monetary ceiling for all such claims combined.

10. Term, Renewal, and Termination

10.1 Term of Agreement

This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.

10.2 Termination for Cause

Either party may terminate this Agreement:

1. Upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the 30-day period;
2. Immediately if the other party becomes insolvent, enters receivership, or makes an assignment for the benefit of creditors.

10.3 Post-Termination Data Portability and Deletion

Upon request within thirty (30) days after termination, Auctoric will make Customer Content available for export. After such 30-day period, Auctoric will permanently deprovision and sanitize all Customer Content from active databases within thirty (30) calendar days (total maximum 60 days from termination), in accordance with NIST SP 800-88 Revision 2 media sanitization standards.

11. Confidentiality

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or reasonably should be understood to be confidential. The Receiving Party will protect the Disclosing Party’s Confidential Information with reasonable care and will not disclose it to third parties except to employees, advisors, and contractors bound by confidentiality obligations. Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) was known prior to disclosure without confidentiality restrictions; (iii) is independently developed without reference to Disclosing Party’s information; or (iv) is required to be disclosed by law or court order, provided prompt notice is given where legally permissible.

12. Export Control and Government End-Use

The Services and technical data are subject to U.S. Export Administration Regulations (EAR) and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Customer represents that it is not located in any embargoed destination or identified on any denied party list.

13. General Provisions

13.1 Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict of laws principles. The parties irrevocably consent and submit to the exclusive personal jurisdiction and venue of the state courts located in Martin County, Florida, or the United States District Court for the Southern District of Florida (Fort Pierce Division) for any litigation arising out of or related to this Agreement.

13.2 Entire Agreement and Severability

This Agreement, together with all Order Forms, Schedules (including Schedule 1: AI Service-Specific Terms), and Addenda, constitutes the entire agreement between the parties. If any provision is held invalid, the remaining provisions remain in full force.

13.3 Assignment

Neither party may assign this Agreement without prior written consent, except in connection with a merger, reorganization, acquisition, or sale of substantially all assets.

14. Form of Execution & Counterparts

(This standard form Master Services Agreement is executed by the parties through an Order Form that incorporates this Agreement by reference, by bilateral digital signature, or by electronic enrollment accepted through the Auctoric Trust Center.)