Complianta Master Subscription Agreement (MSA)
Effective Date: May 17, 2025
This Master Subscription Agreement ("MSA") is entered into by and between Complianta LLC, a Texas limited liability company with a place of business at 12436 FM 1960 Rd W Unit #1621 Houston, TX 77065 ("Complianta"), and the entity or individual (i) executing an order form for Complianta's services that references this MSA, (ii) accepting an order form through a cloud marketplace offer, or (iii) registering to use trial services, each agreeing to be bound by this MSA ("Customer"). Each of Complianta and Customer is a "Party" and collectively, the "Parties."
Section 1. Services and Support
1.1 Services
Complianta will provide services listed in the applicable Order Form, including compliance packages, cloud security reviews, vCISO advisory, and AI governance consulting. Services are provided for the term specified in the Order Form.
1.2 Support
Complianta offers commercially reasonable support during the subscription period, including email-based and scheduled advisory sessions.
Section 2. Fees and Payment
2.1 Fees and Payment
Fees are set forth in the Order Form. Unless otherwise specified, all payments are due within 15 days of invoice. Late payments may incur a 1.5% monthly interest or the maximum permitted by law.
2.2 Taxes
Fees are exclusive of applicable taxes. Customer is responsible for taxes related to the purchase of services, excluding Complianta's income taxes.
2.3 Trial Services and Promotions
Trial Services are offered as-is, for evaluation only. Promotional pricing is valid for the initial service period only unless otherwise stated.
Section 3. Term and Termination
3.1 Term
This MSA remains effective while any Order Form is active. Subscriptions auto-renew unless canceled with 30-day notice.
3.2 Termination
Either Party may terminate with 10-day notice if the other Party materially breaches this MSA and fails to cure. Upon termination, Customer access will be revoked.
3.3 Effect of Termination
Customer will cease use of services. Outstanding fees remain due. Certain sections (e.g., confidentiality, IP, and liability) will survive.
Section 4. Intellectual Property and Data
4.1 Ownership
Complianta retains ownership of its service methodologies, tools, templates, and intellectual property. Customer retains ownership of all submitted data.
4.2 Feedback
Customer may provide feedback, which Complianta may use to improve services.
4.3 License
Complianta grants Customer a non-transferable, non-exclusive license to access services for internal use only.
Section 5. Confidentiality
Both Parties agree to maintain confidentiality regarding proprietary or sensitive information received during the term. Confidentiality obligations survive termination for 3 years.
Section 6. Data Protection and Security
Complianta will implement industry-standard technical and administrative safeguards to protect customer data and comply with applicable U.S. data protection laws.
Section 7. Warranties and Disclaimers
7.1 Warranties
Each Party represents that it has the authority to enter into this MSA.
7.2 Disclaimer
Services are provided "as-is." Complianta disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.
Section 8. Limitation of Liability
8.1 No Indirect Damages
Neither Party is liable for indirect or consequential damages.
8.2 Cap on Liability
Liability is capped at the total fees paid by Customer to Complianta in the 12 months preceding the claim.
Section 9. Indemnification
Each Party agrees to indemnify the other for third-party claims arising from their own negligence, fraud, or material breach of this MSA.
Section 10. Miscellaneous
10.1 Entire Agreement
This MSA, including all referenced documents, constitutes the full agreement.
10.2 Governing Law
This Agreement is governed by the laws of the State of Texas. Venue lies in Harris County, Texas.
10.3 Assignment
Neither Party may assign this Agreement without prior written consent, except in cases of merger or acquisition.
10.4 Amendments
No amendment is valid unless in writing and signed by both Parties.
10.5 Force Majeure
Neither Party is liable for delays due to causes beyond their control.
Contact Information
Complianta LLC
12436 FM 1960 Rd W
Unit #1621
Houston, TX 77065
Email: legal@complianta.com
Phone: +1 (972) 399-9143