Master Service Agreement

Scope of agreement

This Master Service Agreement (“MSA”) governs enterprise deployments of the Vesara work environment provided by Vesara, Inc. (“Vesara”) to the customer identified in an executed order form (“Customer”).

Each order form, statement of work, and the Data Processing Addendum are incorporated into and governed by this MSA. Where an executed order form conflicts with this MSA, the order form controls for that engagement.

The services

Vesara provides a work environment in which always-on operators read what Customer says, sends, and signs across connected systems, carry multi-step work end to end across functions, and maintain one living, traceable Record.

Vesara reads from and writes back to the tools Customer already runs. The services do not require data migration or replacement of Customer's existing systems, and operate within the access boundaries Customer configures.

Customer data and ownership

Customer retains all right, title, and interest in customer content, including the Record assembled from it. Vesara processes customer content solely to provide the services and as instructed by Customer, as described in the Data Processing Addendum.

Upon termination, customer content is returned or deleted in accordance with Customer's instructions and the Data Processing Addendum.

Security

Vesara maintains technical and organizational safeguards including encryption in transit and at rest, least-privilege access controls, and auditable, traceable handling of facts and actions. The services do not create a new trust boundary outside the permissions Customer enforces.

Current security documentation is available under NDA. See the Security & trust page for an overview.

Service levels and support

Service level commitments, support tiers, and response times for enterprise deployments are specified in the applicable order form. Vesara provides notice of scheduled maintenance and maintains a status page for operational visibility.

Fees and payment

Fees, billing frequency, and payment terms are set out in the applicable order form. Except as expressly stated, fees are non-cancelable and non-refundable, and exclude applicable taxes.

Confidentiality

Each party will protect the other party's confidential information with at least the same care it uses for its own, and use it only as needed to perform under this MSA. Confidentiality obligations survive termination.

Intellectual property

Vesara and its licensors retain all rights in the services and underlying technology, including improvements that do not incorporate Customer's confidential information. Customer grants Vesara the limited rights needed to operate the services on Customer's behalf.

Warranties and disclaimers

Vesara warrants that the services will materially conform to the applicable documentation. Except as expressly stated, the services are provided without other warranties to the extent permitted by law.

Indemnification

Vesara will defend Customer against third-party claims that the services infringe intellectual property rights, and Customer will defend Vesara against claims arising from customer content or misuse of the services, in each case subject to the procedures and exclusions stated in the executed agreement.

Limitation of liability

Neither party is liable for indirect, incidental, or consequential damages. Each party's aggregate liability is capped as specified in the executed order form, except for excluded claims expressly identified in the agreement.

Term and termination

This MSA remains in effect while an order form is active. Either party may terminate for uncured material breach. Sections that by their nature should survive—including confidentiality, ownership, and liability—survive termination.

Governing law and contact

Governing law and venue are specified in the executed order form. For MSA requests, redlines, or questions about enterprise terms, contact legal@vesara.ai.