Master Service Agreement

1. Definitions

“Services” means Oxygen’s Agent-Native Data Platform and any related software, APIs, documentation, and support services provided under an Order Form.
“Order Form” means a written or electronic ordering document specifying the Services, subscription term, fees, and other commercial terms.
“Customer Data” means all data, content, and information submitted by or on behalf of Customer to the Services.
“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
“Personal Data” means any information relating to an identified or identifiable natural person that is processed in connection with the Services.

2. Services

Subject to the terms of this Agreement and timely payment of fees, Oxygen grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term solely for Customer’s internal business purposes.

Oxygen will use commercially reasonable efforts to make the Services available 99.5% of the time, measured monthly, excluding scheduled maintenance and circumstances beyond Oxygen’s reasonable control. Oxygen will provide Customer with advance notice of scheduled maintenance windows.

3. Customer Responsibilities

Customer agrees to:

Use the Services only in compliance with applicable laws and regulations and this Agreement;
Maintain the confidentiality of credentials and notify Oxygen promptly of any unauthorised access;
Ensure Customer Data does not infringe third-party rights or violate applicable law;
Obtain all necessary consents for Personal Data submitted to the Services.

4. Data Processing and Privacy

4.1 Roles

With respect to Personal Data contained in Customer Data, Customer is the data controller and Oxygen is the data processor, acting only on Customer’s documented instructions.

4.2 Processing obligations

Oxygen agrees to:

Process Personal Data only for the purposes described in this Agreement and not for any other purpose;
Implement appropriate technical and organisational measures to protect Personal Data against unauthorised access, loss, or destruction;
Notify Customer without undue delay (and in any event within 72 hours) upon becoming aware of a Personal Data breach;
Assist Customer in responding to data subject rights requests within the timeframes required by applicable law;
Delete or return Customer Data upon termination, as directed by Customer, within 30 days.

4.3 Sub-processors

Oxygen may engage sub-processors to assist in providing the Services. Oxygen will maintain a list of approved sub-processors and provide Customer with prior notice of any material changes. Customer may object to new sub-processors within 14 days; if the parties cannot resolve such objection, Customer may terminate the affected Services on 30 days’ written notice.

4.4 International transfers

Where Personal Data is transferred outside the EEA or UK, Oxygen will ensure appropriate safeguards are in place, including Standard Contractual Clauses or other mechanisms recognised under applicable data protection law.

5. Confidentiality

Each party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to third parties or use it for any purpose other than performing obligations under this Agreement. Each party will protect the other’s Confidential Information using at least the same degree of care it uses for its own similar confidential information, but no less than reasonable care.

These obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives reasonable prior notice.

6. Intellectual Property

As between the parties, Oxygen retains all right, title, and interest in the Services, including all related intellectual property rights. Customer retains all right, title, and interest in Customer Data. Customer grants Oxygen a limited licence to Customer Data solely as necessary to provide and improve the Services.

Oxygen may use aggregated, anonymised data derived from Customer usage of the Services for the purpose of improving the Services, provided such data does not identify Customer or any individual.

7. Fees and Payment

Customer will pay all fees set out in the applicable Order Form. Unless otherwise stated, fees are due net 30 days from invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. All fees are non-refundable except as expressly set out in this Agreement.

8. Warranties and Disclaimers

Oxygen warrants that: (a) the Services will perform materially in accordance with applicable documentation; and (b) Oxygen will not knowingly introduce malware into the Services.

Except as expressly stated herein, the services are provided “as is” and oxygen disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits or data, even if advised of the possibility of such damages.

Each party’s total cumulative liability arising out of or related to this Agreement will not exceed the fees paid or payable by Customer in the 12 months preceding the claim. These limitations apply regardless of the theory of liability and even if a limited remedy fails its essential purpose.

Notwithstanding the foregoing, these limitations do not apply to: (a) breaches of confidentiality; (b) indemnification obligations; or (c) gross negligence or wilful misconduct.

10. Indemnification

Oxygen will defend Customer against third-party claims alleging that the Services, as provided and used in accordance with this Agreement, infringe any patent, copyright, trademark, or trade secret, and will indemnify Customer for resulting damages and costs awarded by a court or agreed in settlement.

Customer will defend Oxygen against third-party claims arising from: (a) Customer Data; (b) Customer’s use of the Services in violation of this Agreement; or (c) Customer’s breach of applicable law.

11. Term and Termination

This Agreement commences on the date the first Order Form is executed and continues until all Order Forms expire or are terminated. Either party may terminate this Agreement or any Order Form for material breach on 30 days’ written notice if such breach is not cured within that period.

Upon termination: (a) Customer’s access to the Services will cease; (b) Oxygen will delete or return Customer Data within 30 days as requested; and (c) provisions that by their nature should survive will survive, including confidentiality, payment obligations, and limitation of liability.

12. General

Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.
Dispute resolution. Disputes will be resolved by binding arbitration under the AAA Commercial Arbitration Rules, except either party may seek injunctive relief in any court of competent jurisdiction.
Entire agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.
Amendment. Oxygen may update this Agreement with 30 days’ notice. Continued use of the Services after such notice constitutes acceptance.
Severability. If any provision is found invalid, the remaining provisions continue in full force.
Force majeure. Neither party is liable for delays or failures caused by circumstances beyond their reasonable control.

13. Contact

For questions about this Agreement, contact:

Titanium Intelligence, Inc. DBA Oxygen Intelligence
Legal & Compliance
legal@oxy.tech