Master Service Agreement

Didur Labs LLC

This Master Service Agreement ("MSA") is between Didur Labs LLC ("Provider") and the customer organization accepting these terms ("Customer"). NP4th is provided by Didur Labs LLC. An Owner or Admin accepting this MSA binds the Customer organization.

1. Services. Provider will make available the NP4th network validation platform (hosted dashboard, APIs, and Windows/macOS client software) for Customer's authorized use as described in product documentation.

2. Customer responsibilities. Customer will: (a) maintain accurate organization and user information; (b) control access keys and SSO configuration; (c) ensure users are authorized to test the networks they probe; (d) comply with applicable law; and (e) cause end users to accept the then-current End User License Agreement where required.

3. Fees and billing. Unless otherwise agreed in writing, billable agents are deployments that have scanned or checked in within the prior thirty (30) days. Soft-deleted agents remain billable while still in that activity window. Fees, if any, are as quoted by Provider or set forth in an order form.

4. Confidentiality. Each party will protect the other's confidential information with reasonable care and use it only to perform under this MSA. Probe telemetry and configuration stored for Customer's tenant are Customer's confidential information; Provider software and pricing are Provider's.

5. Intellectual property. Provider retains all IP in NP4th. Customer retains rights in its data. Customer grants Provider a limited license to process Customer data to provide and improve the service.

6. Data security. Provider will implement commercially reasonable administrative and technical safeguards. Customer is responsible for endpoint security, key custody, and lawful processing instructions.

7. Term and termination. This MSA continues until terminated. Either party may terminate for material breach uncured within thirty (30) days after notice. Upon termination, Customer must stop using the service and uninstall clients; Provider may delete tenant data after a reasonable retention period unless legally required to retain it.

8. Warranty disclaimer. SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. PROVIDER'S AGGREGATE LIABILITY UNDER THIS MSA SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER FOR NP4TH IN THE TWELVE (12) MONTHS BEFORE THE CLAIM (OR USD $100 IF NONE).

10. Indemnity. Customer will indemnify Provider against third-party claims arising from Customer's use of NP4th, unauthorized testing, or Customer data. Provider will indemnify Customer against third-party claims that NP4th as provided infringes US IP, subject to prompt notice and control of defense.

11. Governing law. This MSA is governed by the laws of the State of Nevada, excluding conflict-of-law rules. Exclusive venue is the state or federal courts in Nevada.

12. General. This MSA, together with any order form and the EULA for end users, is the entire agreement regarding NP4th. If terms conflict, an executed order form controls, then this MSA, then the EULA. Notices may be sent to the organization contacts on file or via the NP4th dashboard.