Master Service Agreement

THIS MASTER SERVICE AGREEMENT ("AGREEMENT") IS ENTERED INTO BY AND BETWEEN SECURESLATE, A COMPANY INCORPORATED IN ENGLAND AND WALES ("SECURESLATE" OR "COMPANY"), AND THE ENTITY OR INDIVIDUAL IDENTIFIED ON THE APPLICABLE ORDER FORM ("MSP" OR "CUSTOMER"). BY ACCEPTING THIS AGREEMENT, CREATING AN ACCOUNT, OR PROVISIONING ACCESS TO SECURESLATE SERVICES, THE MSP AGREES TO BE BOUND BY THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS. THIS AGREEMENT GOVERNS THE PROVISION OF SECURESLATE SERVICES TO THE MSP FOR RESALE OR PROVISIONING TO ITS CLIENTS, SUBJECT TO THE SECURESLATE AT TERMS OF SERVICE ("SECURESLATE TOS"). IF THE MSP IS AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, THEY WARRANT AUTHORITY TO BIND THAT ENTITY.

#1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Agreement" means this Master Service Agreement, including all Order Forms, exhibits, and documents incorporated herein by reference.

"SecureSlate Services" means SecureSlate's proprietary software, platforms, and related services for security and compliance, as detailed in the Applicable Order Form.

"Client" means a customer of the MSP that purchases access to MSP Services or SecureSlate Services through a Client Agreement.

"Client Agreement" means a legally binding contract between the MSP and a Client for MSP Services or SecureSlate Services, incorporating the SecureSlate TOS and complying with this Agreement's terms.

"Order Form" means a document executed by SecureSlate and the MSP or Client, specifying SecureSlate Services, fees, and additional terms, incorporating the SecureSlate TOS.

"Documentation" means all guides, manuals, training materials, and other resources provided by SecureSlate in any format, relating to the SecureSlate Services.

"Feedback" means any suggestions, ideas, enhancement requests, recommendations, or other input provided by the MSP, its Clients, or third parties regarding SecureSlate Services.

"MSP Services" means the services and support offered by the MSP to its Clients, including but not limited to provisioning, support, and management of SecureSlate Services.

"Confidential Information" means any non-public information disclosed by SecureSlate, including business, technical, financial, or customer data, marked as confidential or reasonably understood to be confidential under the circumstances.

"Personal Data" means any information relating to an identified or identifiable individual, as defined under the UK General Data Protection Regulation ("UK GDPR").

"Marks" means trademarks, service marks, logos, trade names, or other branding features owned by either party.

#2. Acceptance of Terms

2.1 Acceptance. The MSP accepts this Agreement by engaging in any of the following activities: (i) executing an Order Form referencing this Agreement; (ii) clicking an acceptance box; (iii) creating an account for SecureSlate Services; or (iv) provisioning access to SecureSlate Services for Clients. Acceptance constitutes a binding commitment to all terms herein, superseding any conflicting terms unless expressly agreed in writing by SecureSlate.

2.2 Authority. If the MSP is an individual acting on behalf of an entity, they represent and warrant full authority to bind that entity. If lacking authority, the Agreement is void as to that individual.

#3. Appointment and Licenses

3.1 Provision and Appointment. Subject to this Agreement, SecureSlate grants the MSP a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to: (i) provision access to SecureSlate Services to Clients for their internal business purposes, in accordance with the Documentation and a valid Client Agreement; or (ii) resell SecureSlate Services to Clients via an executed Order Form, solely for Clients' internal business use. The MSP shall provide all necessary information about Clients upon SecureSlate's reasonable request and assist in supporting Clients. SecureSlate reserves the right to reject any Client for any reason, including but not limited to compliance concerns or business strategy. SecureSlate may modify SecureSlate Services at its sole discretion, notifying the MSP of material changes where practicable.

3.2 Trademark License. Each party grants the other a non-exclusive, non-transferable, non-sublicensable, revocable license to use its Marks solely for activities authorized under this Agreement, in compliance with provided branding guidelines. Use of Marks shall not confer ownership, and all goodwill accrues to the Mark owner. Neither party shall register, contest, or use confusingly similar Marks. SecureSlate may revoke this license at any time with written notice.

3.3 Feedback Ownership. The MSP assigns all right, title, and interest in Feedback to SecureSlate, which may use Feedback without restriction or obligation to the MSP. The MSP shall ensure Clients provide Feedback only with consent to this assignment.

#4. Use of Services

4.1 Access and Use. SecureSlate shall provide the MSP with access to SecureSlate Services as specified in the Order Form, enabling the MSP to provision services to Clients. The MSP and its Clients may use SecureSlate Services solely for internal business purposes, in compliance with the Documentation, Client Agreements, and this Agreement.

4.2 Support and Availability. SecureSlate shall provide standard technical support to the MSP during regular business hours (9:00 AM to 5:00 PM GMT, Monday through Friday, excluding UK public holidays), including access to online resources and email support. SecureSlate will use commercially reasonable efforts to maintain service availability, subject to scheduled maintenance, upgrades, or uncontrollable events (e.g., network failures). The MSP is responsible for providing first-line support to its Clients.

4.3 Client Agreements. The MSP shall only provide SecureSlate Services to Clients under a Client Agreement that: (i) incorporates the SecureSlate TOS; (ii) includes terms at least as protective of SecureSlate as this Agreement; and (iii) disclaims all warranties and liabilities on SecureSlate's behalf. The MSP remains liable for Clients' compliance with Client Agreements. SecureSlate's obligations are solely to the MSP, not Clients, unless a direct agreement exists. SecureSlate may serve Clients directly under separate terms. The MSP shall not appoint subdistributors or agents without SecureSlate's prior written consent.

4.4 Restrictions. The MSP and its Clients shall not: (a) copy, modify, distribute, or create derivative works of SecureSlate Services; (b) reverse engineer, decompile, or disassemble SecureSlate Services; (c) resell, sublicense, or transfer SecureSlate Services except as permitted herein; (d) use SecureSlate Services in violation of applicable laws or regulations; (e) upload or transmit unlawful, defamatory, or malicious content; (f) introduce viruses, worms, or harmful code; (g) use automated tools (e.g., spiders, scrapers) to extract data; (h) provide access to SecureSlate Services to any competitor of SecureSlate, as reasonably determined; (i) interfere with or disrupt SecureSlate Services; or (j) use SecureSlate Services for benchmarking or competitive purposes. The MSP shall promptly notify SecureSlate of any violations and ensure immediate cessation. SecureSlate may suspend access for suspected breaches, with notice to the MSP where feasible.

4.5 Compliance Audits. SecureSlate may audit the MSP's compliance with this Agreement upon 10 days' written notice, during regular business hours, without unreasonable disruption. The MSP shall provide access to relevant records and systems. If an audit reveals non-compliance, the MSP shall reimburse SecureSlate for audit costs and remedy breaches within 15 days.

#5. Payment Terms

5.1 Fees and Invoicing. The MSP shall pay SecureSlate the fees specified in the Order Form, in British Pounds (GBP), for access to SecureSlate Services. SecureSlate shall invoice the MSP monthly or as agreed in the Order Form, with payment due within 30 days of the invoice date. The MSP shall maintain a valid payment method on file or ensure timely invoice payments. SecureSlate may adjust fees with 60 days' written notice (email acceptable), effective after the notice period.

5.2 Late Payments. Overdue amounts shall accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, from the due date until paid. The MSP shall reimburse SecureSlate for all costs incurred in collecting late payments, including reasonable attorneys' fees. SecureSlate may suspend SecureSlate Services for non-payment after 10 days' notice, without prejudice to other remedies.

5.3 Taxes. All fees are exclusive of taxes, duties, levies, or similar assessments (e.g., VAT, sales tax), which the MSP shall pay, except for taxes based on SecureSlate's net income. The MSP shall provide tax exemption certificates if applicable. SecureSlate may include applicable taxes on invoices, and the MSP shall remit them promptly.

#6. Data Protection and Security

6.1 Compliance with UK GDPR. SecureSlate acts as a data processor under the UK GDPR when processing Personal Data on behalf of the MSP or its Clients, who act as data controllers or processors. SecureSlate shall:

• Process Personal Data only as instructed by the MSP or Client, unless required by law.
• Implement technical and organizational measures (e.g., encryption, access controls) to protect Personal Data, consistent with industry standards like SOC 2 or ISO 27001.
• Notify the MSP of any Personal Data breach within 48 hours of discovery, providing details to enable compliance with UK GDPR Article 33.
• Assist the MSP in responding to data subject requests (e.g., access, erasure) within reasonable timeframes, at the MSP's cost if excessive.
• Ensure personnel handling Personal Data are bound by confidentiality obligations.

The MSP warrants that its instructions and data provision comply with UK GDPR and that it has obtained necessary consents for processing.

6.2 Subprocessing. SecureSlate may engage subprocessors (e.g., cloud providers) to deliver SecureSlate Services, subject to contracts imposing equivalent UK GDPR obligations. SecureSlate shall notify the MSP of new subprocessors, allowing 14 days for objection. If the MSP objects, SecureSlate may terminate the affected services without liability.

6.3 Audits. The MSP may audit SecureSlate's data protection measures once every 12 months, with 30 days' notice, at the MSP's expense, during regular business hours, under a confidentiality agreement. Audits shall not disrupt SecureSlate's operations or compromise other clients' data. SecureSlate shall provide reasonable cooperation, including access to relevant security certifications.

6.4 Data Return or Deletion. Upon termination, SecureSlate shall, at the MSP's choice, return or securely delete all Personal Data within 60 days, unless required to retain it by law.

#7. Proprietary Rights

7.1 Ownership. SecureSlate retains all right, title, and interest in SecureSlate Services, Documentation, Marks, and any modifications or derivative works, including all intellectual property rights. The MSP and its Clients retain ownership of their data provided to SecureSlate ("MSP Data"). Neither party acquires rights in the other's pre-existing intellectual property except as expressly granted herein.

7.2 License to MSP. SecureSlate grants the MSP a limited, non-exclusive, non-transferable license during the Term to access and use SecureSlate Services and Documentation solely for provisioning to Clients, per this Agreement.

7.3 License to SecureSlate. The MSP grants SecureSlate a non-exclusive, worldwide, royalty-free license to use, store, and process MSP Data as necessary to provide SecureSlate Services and comply with this Agreement. SecureSlate may use anonymized, aggregated data for improving services, ensuring no identification of the MSP or Clients.

7.4 Prohibited Actions. The MSP shall not claim ownership of SecureSlate Services or challenge SecureSlate's intellectual property rights. Any unauthorized use of SecureSlate's intellectual property shall constitute a material breach.

#8. Confidentiality

8.1 Obligations. Each party shall protect the other's Confidential Information with at least the same care as its own, but no less than reasonable care, and shall: (i) use it only for purposes of this Agreement; (ii) restrict access to personnel with a need to know, bound by confidentiality obligations; and (iii) not disclose it to third parties without prior written consent. Confidential Information excludes data that: (a) is publicly available without breach; (b) was known prior to disclosure without restriction; (c) is received from a third party without breach; or (d) is independently developed without use of the other's Confidential Information.

8.2 Exceptions. A party may disclose Confidential Information if required by law, provided it notifies the other party promptly (where permitted) and seeks protective measures. Upon termination, each party shall return or destroy the other's Confidential Information, except as required by law.

8.3 Survival. Confidentiality obligations survive for 5 years post-termination, or indefinitely for trade secrets.

#9. Records Maintenance

The MSP shall maintain complete and accurate records of its and its Clients' use of SecureSlate Services, including Client Agreements and usage data, for 4 years after the Term. The MSP shall provide SecureSlate access to such records within 10 days of a reasonable request to verify compliance with this Agreement. Failure to maintain records constitutes a material breach.

#10. Employee Responsibility

The MSP shall ensure its employees, contractors, and agents comply with this Agreement, including restrictions on SecureSlate Services use and confidentiality obligations. The MSP is liable for any breaches caused by its personnel, including unauthorized access or illicit use. The MSP shall implement policies to prevent such breaches and promptly notify SecureSlate of any incidents.

#11. Warranties and Disclaimers

11.1 SecureSlate Warranties. SecureSlate warrants that: (i) it has the authority to enter this Agreement; (ii) SecureSlate Services will substantially conform to the Documentation during the Term; and (iii) it will comply with UK GDPR as a data processor. If SecureSlate Services fail to conform, SecureSlate's sole liability is to correct the non-conformity or, if correction is not feasible, terminate the affected services and refund prepaid fees for the unperformed period.

11.2 MSP Warranties. The MSP warrants that: (i) it has the authority to enter this Agreement; (ii) it will market SecureSlate Services in compliance with applicable laws and SecureSlate-approved materials; (iii) it is a certified reseller and will provide a reseller certificate upon request; (iv) its Client Agreements protect SecureSlate as required; and (v) it will ensure Clients' lawful use of SecureSlate Services. The MSP shall represent SecureSlate professionally, avoiding misrepresentations about SecureSlate Services or its relationship with SecureSlate.

11.3 Disclaimers. EXCEPT AS EXPRESSLY STATED HEREIN, SECURESLATE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED USE. SECURESLATE DOES NOT GUARANTEE SPECIFIC OUTCOMES OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN ADVICE FROM SECURESLATE CREATES A WARRANTY UNLESS INCORPORATED HEREIN.

#12. Indemnification

12.1 MSP Indemnification. The MSP shall indemnify, defend, and hold harmless SecureSlate, its affiliates, and their officers, directors, and employees from any claims, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) arising from: (a) the MSP's breach of this Agreement; (b) unauthorized representations about SecureSlate Services; (c) use or integration of SecureSlate Services not in accordance with this Agreement or Documentation; (d) acts or omissions of the MSP's Clients; (e) alleged infringement of third-party intellectual property by MSP Services (excluding claims solely attributable to SecureSlate Services); or (f) violations of applicable laws by the MSP or its Clients. The MSP shall promptly notify SecureSlate of such claims and cooperate in their defense.

12.2 SecureSlate Indemnification. SecureSlate shall indemnify the MSP against claims that SecureSlate Services infringe third-party intellectual property rights, provided the MSP: (i) notifies SecureSlate promptly; (ii) grants SecureSlate control of the defense; and (iii) provides reasonable assistance. SecureSlate's liability is limited to: (a) modifying the services to avoid infringement; (b) obtaining a license; or (c) terminating the services and refunding prepaid fees. This indemnity does not apply to claims arising from MSP or Client misuse.

12.3 Procedure. The indemnified party shall provide prompt notice of claims and reasonable cooperation. The indemnifying party shall control the defense but may not settle claims admitting liability of the indemnified party without consent.

#13. Limitation of Liability

13.1 Exclusion of Damages. EXCEPT FOR LIABILITIES THAT CANNOT BE EXCLUDED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 Liability Cap. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE MSP TO SECURESLATE IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND SURVIVES THE FAILURE OF ANY REMEDY.

13.3 Exceptions. The limitations do not apply to: (a) breaches of confidentiality; (b) indemnification obligations; (c) gross negligence or willful misconduct; or (d) non-payment by the MSP.

#14. Term and Termination

14.1 Term. This Agreement commences on the Effective Date (as per the first Order Form) and continues until terminated as provided herein. Order Forms specify initial and renewal terms, with automatic renewals unless either party provides 30 days' notice of non-renewal.

14.2 Termination for Convenience. SecureSlate may terminate this Agreement or any Order Form with 30 days' written notice. The MSP may terminate with 90 days' notice, subject to fulfilling existing Client obligations.

14.3 Termination for Cause. Either party may terminate if the other: (a) materially breaches this Agreement and fails to cure within 30 days of notice (10 days for non-payment, 5 days for breaches of Section 4); or (b) becomes insolvent, enters bankruptcy, or ceases operations without a successor. SecureSlate may suspend services during a breach pending cure.

14.4 Effects of Termination. Upon termination, the MSP shall cease provisioning SecureSlate Services, and all licenses terminate, except for Client subscriptions continuing until their contractual term ends. The MSP shall pay all accrued fees within 15 days. Sections 1, 5-10, 12-16 survive termination. SecureSlate may, at its discretion, continue providing services directly to Clients post-termination under separate agreements.

#15. Governing Law and Dispute Resolution

15.1 Governing Law. This Agreement is governed by and construed under the laws of England and Wales, excluding conflict of law principles.

15.2 Dispute Resolution. Any dispute arising under this Agreement shall be resolved exclusively in the courts of England and Wales. Each party consents to such jurisdiction and waives objections to venue. If Sections 2, 4, or 7 are breached, the non-breaching party may seek injunctive relief without posting a bond, as such breaches cause irreparable harm.

15.3 Language. This Agreement is in English, which is the controlling language for interpretation.

#16. Arbitration

Intentionally omitted, as disputes are resolved in English courts per Section 15.

#17. Miscellaneous

17.1 Entire Agreement. This Agreement, including Order Forms and the SecureSlate TOS, constitutes the entire agreement between the parties, superseding all prior negotiations or agreements. SecureSlate may amend this Agreement by posting updates at Terms of Service, notifying the MSP at least 30 days in advance. Continued use post-amendment constitutes consent.

17.2 Notices. Notices shall be in writing, in English, and delivered personally, by confirmed email, or by recognized courier, effective upon receipt. Notices to SecureSlate shall be sent to info@getsecureslate.com. Notices to the MSP shall be sent to the address or email in the Order Form.

17.3 Assignment. Neither party may assign this Agreement without the other's prior written consent, except SecureSlate may assign to an affiliate or successor in a merger or acquisition. Unauthorized assignments are void.

17.4 Independent Contractors. The parties are independent contractors, and this Agreement does not create a partnership, joint venture, or agency relationship. Neither party is liable for the other's debts or obligations.

17.5 Force Majeure. Except for payment obligations, neither party is liable for delays caused by events beyond reasonable control (e.g., natural disasters, cyberattacks, government actions), provided they notify the other promptly and mitigate effects.

17.6 Publicity. The MSP grants SecureSlate the right to use its name and logo in marketing materials during the Term, subject to reasonable usage guidelines provided by the MSP.

17.7 Severability. If any provision is unenforceable, it shall be limited or severed to the minimum extent necessary, preserving the Agreement's remaining terms.

17.8 Waiver. No waiver of any breach is effective unless in writing, and no waiver constitutes a continuing waiver.