# Master Services Agreement (Template)

**This is a template.** Executed only when countersigned. Have your counsel
review before signing.

This Master Services Agreement ("**Agreement**") is entered into as of
{{EFFECTIVE_DATE}} ("**Effective Date**") between:

- **Nabii.Space** ("**Nabii.Space**"), contact: legal@nabii.space
- **{{CUSTOMER_LEGAL_NAME}}** ("**Customer**"), of {{CUSTOMER_ADDRESS}}

---

## 1. Services

1.1. Nabii.Space will provide access to the Nabii.Space hosted application
("**Service**") as described at nabii.space and in the applicable order
form or subscription selected by Customer.

1.2. Customer's use is subject to the plan limits published at
nabii.space/pricing at the time of purchase or renewal.

## 2. Fees

2.1. Customer will pay the fees stated on the applicable order form or
subscription. Fees are non-refundable except as expressly stated.

2.2. Payment terms: **NET 30** for annual invoices; charged in advance monthly
via the published payment provider for month-to-month plans.

2.3. Nabii.Space may adjust list pricing on renewal with **60 days' notice**.

## 3. Customer content and license

3.1. Customer retains all right, title, and interest in the content Customer
submits to the Service ("**Customer Content**").

3.2. Customer grants Nabii.Space a limited, worldwide, non-exclusive license to
host, process, transmit, and display Customer Content solely to provide the
Service and features Customer configures.

3.3. Nabii.Space will **not** use Customer Content to train foundation models.

## 4. AI-assisted output

4.1. The Service generates draft output using third-party large-language
models. Customer is responsible for reviewing, editing, and approving all
AI-assisted output before publication or distribution to any third party.

4.2. Nabii.Space runs deterministic integrity checks on AI-assisted output but
does not warrant that all output is factually accurate; Customer must not
rely on AI-assisted output as legal, medical, financial, or professional
advice without human review.

## 5. Security and data protection

5.1. Security controls and current posture are described in the Nabii.Space
Trust Center at nabii.space/trust and in the Trust Pack.

5.2. Where Nabii.Space processes personal data on Customer's behalf, the
parties will execute the Data Processing Agreement provided in the Trust Pack.

## 6. Confidentiality

Each party will protect the other's Confidential Information using at least
the same degree of care it uses for its own similar information, and no less
than a reasonable standard of care.

## 7. Warranties and disclaimer

7.1. Each party warrants it has authority to enter this Agreement.

7.2. **Except as expressly stated, the Service is provided "AS IS" without
warranties of any kind, express or implied**, including warranties of
merchantability, fitness for a particular purpose, and non-infringement.

## 8. Indemnification

8.1. **Nabii.Space** will defend Customer against third-party claims alleging
that the Service, as provided by Nabii.Space and used within the Agreement,
infringes a third party's registered intellectual property right, and will
pay damages finally awarded, subject to Customer promptly notifying Nabii.Space
and cooperating in the defense.

8.2. **Customer** will defend Nabii.Space against third-party claims arising
from Customer Content, Customer's use of AI-assisted output, or Customer's
breach of Section 4.

## 9. Limitation of liability

9.1. **Neither party is liable for indirect, incidental, special,
consequential, or punitive damages, or for lost profits or lost data.**

9.2. Each party's aggregate liability under this Agreement is capped at the
fees paid by Customer in the **12 months** preceding the event giving rise
to the claim.

9.3. Sections 9.1 and 9.2 do not limit liability for fraud, willful
misconduct, breach of confidentiality, or a party's indemnification obligations.

## 10. Term and termination

10.1. This Agreement runs from the Effective Date until all order forms
expire or the parties agree in writing to terminate.

10.2. Either party may terminate for the other's uncured material breach on
30 days' written notice.

10.3. On termination, Customer may export Customer Content for 30 days,
after which Nabii.Space will delete it in the ordinary course.

## 11. General

11.1. **Governing law:** {{GOVERNING_LAW}}.
11.2. **Venue:** {{VENUE}}.
11.3. **Notices** must be in writing to the emails on the signature block.
11.4. **Assignment** requires the other party's written consent, except in
connection with a merger, acquisition, or sale of substantially all assets.
11.5. **Entire agreement:** this Agreement, the DPA, and the applicable order
form supersede prior discussions on the subject.

---

**Signed for Customer:** ___________________________  Date: __________
Name / Title: ___________________________
Email for notices: ___________________________

**Signed for Nabii.Space:** _____________________  Date: __________
Name / Title: ___________________________
Email for notices: legal@nabii.space