Master Services Agreement

Request the signature-ready version from support@noblestark.com.

1. Services

NobleStark will provide the services described in each SOW, which may include data authoring, dataset delivery, benchmark design, evaluation services, expert annotation, embedded expert pods, and related advisory work. Acceptance criteria and deliverable formats are set out in each SOW.

2. Order of precedence

In case of conflict, the order of precedence is: (a) the executed SOW; (b) this MSA; (c) the Data Processing Addendum (DPA); (d) the Acceptable Use Policy (AUP).

3. Fees and payment

• Fees are set in each SOW. Unless otherwise stated, invoices are net 30 from invoice date.
• Pilots typically run on a fixed-fee basis; production engagements may be fixed-fee, time-and-materials with a not-to-exceed cap, or subscription.
• Late-payment interest accrues at the lesser of 1.5% per month or the maximum permitted by law.
• Fees are exclusive of taxes; customer is responsible for applicable sales, use, VAT, and withholding taxes.

4. Term and termination

• This MSA takes effect on the date the first SOW is executed and continues until terminated.
• Either party may terminate this MSA for material breach on 30 days' written notice if the breach is not cured.
• Either party may terminate an individual SOW on 30 days' written notice for convenience; customer pays for work performed and reasonably incurred non-cancellable commitments through the effective date of termination.
• On termination of an SOW, NobleStark delivers all work-in-progress consistent with the acceptance criteria.

5. Intellectual property

• Pre-existing IP each party owns prior to or independently of an engagement remains its own property.
• On payment of all applicable fees, NobleStark assigns to Customer all right, title, and interest in the SOW Deliverables identified as customer-owned in the SOW.
• NobleStark may retain a non-exclusive license to NobleStark-developed tooling, methodologies, rubrics, and aggregated/de-identified usage data for purposes of providing the Services and improving its own products.
• NobleStark does not use customer-owned Deliverables to train internal NobleStark models without explicit written consent.
• Each party grants the other limited rights to use its name and logo to identify the existence of the commercial relationship, subject to the other party's brand guidelines, unless either party requests otherwise.

6. Confidentiality

Each party will protect the other\'s Confidential Information with at least the care it uses for its own confidential information and in no event less than reasonable care. Confidentiality obligations survive for five (5) years after termination, except for trade secrets, which survive indefinitely.

7. Warranties

• Each party warrants it has the authority to enter into this MSA and to perform its obligations.
• NobleStark warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.
• NobleStark warrants that Deliverables, as delivered, will not, to its knowledge, infringe the intellectual property rights of any third party.
• EXCEPT AS EXPRESSLY SET OUT HERE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NOBLESTARK DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification

• NobleStark will defend and indemnify Customer against third-party claims alleging that the Deliverables, as delivered, infringe a third party's IP rights, subject to standard exclusions (e.g., misuse, modification, combination with non-NobleStark materials).
• Customer will defend and indemnify NobleStark against third-party claims arising from Customer's use of the Services in violation of the AUP, applicable law, or this MSA.
• The indemnified party must give prompt notice, reasonable cooperation, and control of defense to the indemnifying party.

9. Limitation of liability

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) AMOUNTS OWED, (C) INDEMNIFICATION OBLIGATIONS, AND (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY\'S TOTAL LIABILITY UNDER THIS MSA IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

10. Data protection and security

The DPA at /dpa is incorporated by reference. NobleStark maintains the security program described in the Trust Center at /security. NobleStark notifies Customer of confirmed data breaches affecting Customer data within 72 hours.

11. Insurance

• Commercial General Liability: $2,000,000 per occurrence / $5,000,000 aggregate
• Cyber Liability: $5,000,000 per claim
• Errors & Omissions: $5,000,000 per claim
• Workers' Compensation as required by law

Certificates of insurance are available on request to support@noblestark.com.

12. Compliance with law

• Each party complies with all applicable laws in performing its obligations under this MSA.
• Neither party will export, re-export, or transfer the Services in violation of US export controls or sanctions laws (including OFAC).
• Anti-bribery: each party complies with the US Foreign Corrupt Practices Act, the UK Bribery Act, and equivalent local laws.

13. Hatch experts

Experts engaged via the Hatch network are independent contractors of NobleStark and are bound by confidentiality and per-project IP terms consistent with this MSA. Customer agrees not to solicit or hire NobleStark experts outside the engagement during its term and for 12 months thereafter without NobleStark\'s consent.

14. Publicity

Either party may identify the other as a customer / vendor in standard marketing materials (e.g., logo on a customers page), subject to brand guidelines and the other party\'s reasonable objections. Press releases require both parties\' prior written consent.

15. Governing law and disputes

This MSA is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware. The UN Convention on Contracts for the International Sale of Goods does not apply.

16. Miscellaneous

• Notices: written, to the addresses on the executed SOW, with email permitted for routine matters.
• Assignment: neither party may assign this MSA without the other's consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.
• Independent contractors: nothing creates an agency, partnership, joint venture, or employment relationship.
• Entire agreement: the executed MSA, SOWs, DPA, AUP, and any incorporated exhibits constitute the entire agreement and supersede prior agreements on the same subject.
• Severability and waiver: a waiver of any breach is not a waiver of subsequent breaches; if any provision is unenforceable, the remainder remains in effect.