# Aethelis Master Services Agreement

**DRAFT — FOR LEGAL REVIEW**

This Master Services Agreement (“MSA”) is a working framework for commercial use of Aethelis.

The final MSA must identify the legal contracting entities and receive qualified legal review before execution.

## 1. Agreement structure

This MSA establishes general terms governing services purchased through one or more Order Forms.

Each Order Form should identify the applicable services, subscription or service period, commercial terms, authorized scope, and other engagement-specific terms.

## 2. Access and use

Subject to an executed Order Form, Aethelis will provide authorized Customer users access to the services described in that Order Form.

Customer access remains subject to organization provisioning and authorization controls.

Customer is responsible for activity performed through its authorized accounts except to the extent otherwise established in the final agreement.

## 3. Restrictions

The final agreement should define reasonable restrictions addressing unauthorized access, interference with the service, misuse, unlawful activity, and unauthorized resale or redistribution.

## 4. Customer responsibilities

Customer is responsible for its authorized users, its lawful use of the service, and determining that it has appropriate rights to information submitted to Aethelis.

## 5. Customer data

Ownership and permitted processing of Customer data must be clearly defined.

Where applicable, processing of personal data should also be governed by an executed Data Processing Addendum.

## 6. Security

Aethelis will describe security practices based on controls actually implemented by the service.

Nothing in this template represents a certification, regulatory determination, penetration-test result, or unestablished compliance commitment.

## 7. Confidentiality

The final MSA should include mutual confidentiality protections, permitted disclosures, exclusions, required disclosures, and appropriate treatment of confidential information after termination.

## 8. Intellectual property

Aethelis retains its rights in the Aethelis platform, technology, documentation, and related intellectual property.

Customer retains its rights in Customer-provided materials.

The final MSA should define any rights concerning feedback, derived materials, and generated outputs.

## 9. Fees and payment

Fees, billing frequency, payment terms, taxes, and other commercial terms should be established in each Order Form.

## 10. Term and termination

The final agreement should define the MSA term, Order Form terms, renewal mechanics, termination rights, suspension rights, and post-termination obligations.

## 11. Service commitments and support

Any support obligations or service-level commitments must be explicitly documented.

No uptime percentage or service-level commitment is established by this template.

## 12. Warranties

Any warranties and warranty disclaimers must be finalized with qualified legal counsel.

## 13. Indemnification

Any indemnification obligations must be negotiated and reviewed by qualified legal counsel.

## 14. Limitation of liability

Liability limitations, exclusions, caps, and exceptions must be finalized with qualified legal counsel.

## 15. Publicity

Neither participation nor purchase automatically authorizes Aethelis to use Customer's name, logo, trademarks, testimonials, or results publicly.

Any such use requires the applicable permission.

## 16. General legal terms

The final MSA should address governing law, notices, assignment, force majeure, relationship of the parties, waiver, severability, amendments, order of precedence, and other appropriate provisions.

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**Legal review required before execution.**