Master Services AggrementMaster Services Aggrement

Last Updated [YYYY-MM-DD]: 2024-05-24

Overview

This agreement outlines the terms and conditions of the relationship between the cloud services provider and the customer. It is an agreement that governs the provision of cloud services, and it covers mainly but not exclusively service availability, security, pricing, and intellectual property rights. More specific, as part of this MSA, you are expected to agree upon the following chapters, that are included herein:

Chapter 1: Service Level Agreement (SLA)
Chapter 2: Data Security and Privacy
Chapter 3: Intellectual property rights
Chapter 4: Termination and Liability
Chapter 5: Prohibition of Resale of Services
Chapter 6: Liabilities and Penalties for Violations of Acceptable Use Policy (AUP)
Chapter 7: Right of Audit
Chapter 8: Pricing and Payment Terms
Chapter 9: Confidentiality
APPENDIX A: DISPUTE RESOLUTION RULES
APPΕNDIX B: DISPUTE RESOLUTION MECHANISM OF CHAPTER 3 / PAR.8

Chapter 1: Service Level Agreement (SLA)

Overview:
The SLA is an integral part of the agreement between the cloud services provider ("Provider") and the client ("Client") and outlines the expected levels of service availability, response times, and other performance metrics that the Provider will deliver. This SLA is subject to the terms and conditions of the primary contract between the Provider and Client.
Service Availability:
1. The Provider agrees to maintain a service availability rate of a percentage(%) ,depending on the service they subscribe to, during each calendar month, excluding scheduled maintenance time of min. seven (7) business days (UTC time zone), and force majeure events.
2. Service availability is measured as the percentage of time the services are available and accessible to the Client during the specified period.
3. Non-Scheduled and Emergency Maintenance
  1. Definition:
    Non-Scheduled Maintenance: Maintenance activities that are not pre-planned or scheduled in advance, which the Provider performs to maintain the stability, security, or performance of the cloud services.
    
    Emergency Maintenance: Maintenance activities that the Provider must perform urgently to address critical issues such as security vulnerabilities (i.e. security updates), system failures, or other threats that could significantly impact the cloud services.
  2. Provider's Right to Perform Maintenance:
    The Provider reserves the right to perform non-scheduled and emergency maintenance on the cloud services at any time and without prior notice to the Client. The Provider may, at its discretion, notify the Client as soon as reasonably practicable following the commencement of emergency maintenance.
  3. Duration and Impact:
    The Provider will strive to minimize the duration and impact of non-scheduled and emergency maintenance on the Client's use of the cloud services up to seven (7) business days. However, the Provider shall not be held liable for any inconvenience or damage resulting from such maintenance.
  4. Exclusion from Service Level Agreement (SLA):
    Any periods of service unavailability caused by non-scheduled or emergency maintenance shall be excluded from the calculation of service availability or performance metrics under the applicable SLA. The Provider will not be subject to SLA penalties or obligations during these maintenance periods.
  5. Liability Limitation:
    The Provider shall not be liable for any direct, indirect, incidental, or consequential damages arising from non-scheduled or emergency maintenance, except as required by applicable law of the Republic of Cyprus.
    
    The Client releases the Provider from any claims related to service interruptions or data loss resulting from such maintenance.
  6. Client Responsibilities:
    The Client agrees to implement appropriate measures, such as data backups, redundancy strategies, and other contingency plans, to mitigate any impact of non-scheduled or emergency maintenance on its operations.
    
    The Client shall not hold the Provider responsible for any loss of data, revenue, or business opportunity resulting from such maintenance.
  7. Indemnification:
    The Client agrees to indemnify, defend, and hold the Provider harmless from any claims, damages, or expenses arising from the Client's or its users' use of the cloud services during non-scheduled or emergency maintenance periods.
  8. Provider's Discretion:
    The Provider shall have the sole discretion to determine when non-scheduled or emergency maintenance is necessary and the appropriate measures to address any identified issues.
    
    The Provider's decisions in these matters shall be considered final and binding on the Client.
Performance Metrics:
1. The Provider will monitor and maintain performance metrics such as latency, throughput, and error rates according to the specified thresholds in the SLA.
2. In the event that performance metrics fall below the specified thresholds, the Provider will take appropriate measures to restore service quality.
Maintenance and Downtime:
1. The Provider shall schedule regular maintenance and notify the Client in advance, providing a minimum of 7 business days' notice for scheduled maintenance.
2. Downtime for scheduled maintenance will not be counted towards service availability calculations.
Compensation and Credits:
1. In the event the Provider fails to meet the SLA standards, the Client may be entitled to compensation or service credits as outlined in this agreement.
2. Compensation and credits will be calculated based on the duration and severity of the service impact, and the Client must request compensation or credits within 3 days of the incident.
Reporting and Monitoring:
1. The Provider will provide regular reports on service performance, including availability, response times, and other metrics, at intervals specified in the SLA and depending on the purchased product/service.
2. The Client may monitor the performance of the service using the Provider's monitoring tools or other agreed-upon methods.
Dispute Resolution:
1. Any disputes regarding SLA performance shall be resolved through the dispute resolution mechanisms outlined in Appendix A of the present.
2. If the parties are unable to resolve a dispute amicably, the matter may be referred to arbitration or legal action, as per the agreement.
Termination of the Master Services Agreement:
1. Right to Terminate:
  Either party may terminate this Agreement if the other party (the "Non-Compliant Party") consistently fails to meet its obligations under the Service Level Agreement (SLA), the Master Service Agreement, the Acceptable Use Policy (AUP) and the Cloud Order Form (“THE AGREEMENT”).
2. Notice of Breach:
  In the event the Operator deems that the other party has failed to meet its obligations under the agreement, the Provider may give written notice of breach. The other party will then have a grace period of 10 days to remedy the failure to the Provider’s satisfaction.
3. Failure to Cure:
  If the other party fails to remedy the breach within the specified period, the Operator may immediately terminate the agreement.
4. Immediate Termination:
  The Provider reserves the right to terminate the Agreement with immediate effect and without prior notice if the other party's breach poses an immediate threat to the Provider’s operations, reputation, or customers.
5. Consequence of Termination:
  Upon termination, the Non-Compliant Party will cease all services and must promptly return any Provider’s property, data, or confidential information. The Non-Compliant Party must settle any outstanding invoices within 3 days, following termination.
6. No Impact on Other Rights:
  Termination under this Agreement does not impact the Provider’s right to pursue other remedies available under law.
7. Survival:
  All clauses in this Agreement that are intended to survive termination, including but not limited to confidentiality, intellectual property rights, and indemnification, will remain in full force and effect.
General Provisions:
1. This SLA is subject to the laws and jurisdiction of the Republic of Cyprus.
2. Any amendments to this SLA must be made in writing and signed by both parties.
3. This SLA is effective upon acceptance and remains in effect until terminated or amended according to the terms of the main contract.

Chapter 2: Data Security and Privacy

Definitions:
1. "Customer Data" refers to any data or information provided by the Client to the Provider in connection with the services.
2. "Personal Data" refers to any information that relates to an identified or identifiable individual as defined by applicable data protection laws.
Data Security Measures:
1. The Provider agrees to implement and maintain industry-standard security measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.
2. Security measures include, but are not limited to, encryption, access controls, intrusion detection systems, firewalls, and secure data storage.
3. The Provider shall regularly review and update its security measures to ensure they remain effective and aligned with current best practices.
Data Privacy Practices:
1. The Provider agrees to process Customer Data only for the purposes specified in the agreement and in accordance with applicable data protection laws.
2. The Provider will limit access to Customer Data to authorized personnel who require such access to perform their duties.
3. The Provider shall ensure that its employees, contractors, and other third parties involved in the processing of Customer Data are bound by confidentiality obligations.
Data Breach Notification:
1. In the event of a data breach or security incident involving Customer Data, the Provider will notify the Client without undue delay and in accordance with applicable laws.
2. The notification will include details of the breach, the affected data, and any steps taken or planned to address the breach.
Data Retention and Deletion:
1. The Provider will retain Customer Data only for as long as necessary to provide the services or as required by law.
2. Upon termination of the agreement, the Provider will delete or return Customer Data to the Client in accordance with the Client's instructions, unless otherwise required by law.
Data Transfers:
1. The Provider will not transfer Customer Data outside of the jurisdiction specified in the agreement without the Client's prior written consent.
2. Any transfers of Customer Data will comply with applicable data protection laws and may require additional safeguards, such as standard contractual clauses or other legal mechanisms.
Compliance and Audits:
1. The Provider agrees to comply with applicable data protection laws and regulations in the processing of Customer Data.
2. The Client has the right to request audits of the Provider's data security and privacy practices, subject to reasonable notice and limitations as specified in the agreement.
Third-Party Processors:
1. The Provider may engage third-party processors to assist in the provision of services, provided that such processors are subject to data protection agreements and comply with this section.
2. The Provider is note held liable, whatsoever, or in any case responsible for the actions of any third-party processors engaged in the processing of Customer Data.
Data Subject Rights:
1. The Provider will assist the Client in fulfilling data subject requests, such as access, correction, or deletion of Personal Data, in accordance with applicable laws.
2. The Provider may charge a reasonable fee for fulfilling data subject requests, as allowed by law.
Liability and Indemnification:
1. Provider's Liability:
  1. Breach of Agreement:
    The Provider acknowledges its liability for damages resulting, directly from its failure to fully comply with the terms of the agreement.
  2. Limitations of Liability:
    The Provider's liability shall be strictly limited to damages resulting exclusively to severe and proven negligence. The Provider shall not be liable for any other damages, including but not limited to: indirect, incidental, consequential, or punitive damages, loss of profits, or any damages beyond direct and proven losses. The Provider's liability shall not exceed the total fees paid by the Client to the Provider for the specific services or products related to the claim.
  3. Notice of Claim:
    The Client must provide the Provider with written notice of any claim within a specified period, such as thirty (30) days from the date the Client became aware of the potential claim. Failure to provide timely notice shall relieve the Provider of any liability or indemnification obligations.
2. Indemnification by Provider:
  1. Scope of Indemnification: Indemnification by the Provider shall apply only to direct third-party claims of damages resulting from the Provider's willful or negligent breach of the terms of this section, as determined by an independent arbiter or court of law.
  2. Exclusions from Indemnification:
    The Provider shall not be responsible, whatsoever, for any claims arising from the Client's actions, negligence, or misuse of the Provider's services. Indemnification shall not apply to claims arising from the Client's modification and/or misuse of the Provider's products or services or use of the Provider's services beyond the scope of the agreement.
3. Defense and Settlement:
  1. Right to Defend:
    The Provider shall have the right to defend any third-party claims at its own expense, using legal counsel of its choosing. The Client shall cooperate with the Provider's defense efforts.
  2. Approval of Settlement:
    The Provider shall have the sole discretion to settle any claims, provided that such settlements do not admit liability on behalf of the Client or result in ongoing obligations for the Client without its prior written consent.
  3. Limitations on Indemnification:
    Indemnification provided by the Provider shall be limited to the amount agreed upon in the main contract, or, if not specified, to the amount paid by the Client for the specific services or products giving rise to the claim.

Chapter 3: Intellectual Property Rights

Definitions:
1. "Developed IP" refers to any software, technology, or other intellectual property created during the course of the relationship between the cloud services provider ("Provider") and the client ("Client").
2. "Pre-Existing IP" refers to any intellectual property owned by either party prior to the relationship or independently developed outside of the relationship.
Ownership of Developed IP:
1. Developed IP shall be owned as follows:
  If the Developed IP is created solely by the Provider without significant input or collaboration from the Client, the Provider will retain ownership of such Developed IP, subject to any agreed-upon licensing terms with the Client.
  
  If the Developed IP is created solely by the Client without significant input or collaboration from the Provider, the Client will retain ownership of such Developed IP.
  
  If the Developed IP is created jointly by both parties, ownership will be determined based on the contributions of each party and any prior agreements regarding joint ownership.
Licensing of Developed IP:
1. If the Provider retains ownership of Developed IP, the Provider grants the Client a non-exclusive, royalty-free license to use the Developed IP for the purposes specified in the agreement.
2. If the Client retains ownership of Developed IP, the Client grants the Provider a limited, non-exclusive license to use the Developed IP solely for providing services to the Client.
Moral Rights:
1. The parties agree to waive any moral rights in the Developed IP to the extent permitted by law, and to the extent necessary for the other party to fully exercise its rights under the agreement.
Protection of Pre-Existing IP:
1. Each party retains ownership of its Pre-Existing IP and grants the other party a limited license to use it as necessary for the performance of the agreement.
2. The use of Pre-Existing IP by either party shall not transfer any ownership rights to the other party.
Assignment of Rights:
1. Neither party may assign or transfer its rights in the Developed IP to a third party without the prior written consent of the other party.
2. Any permitted assignment shall be subject to the assignee agreeing to be bound by the terms of the agreement.
Confidentiality:
1. The parties agree to treat all Developed IP and Pre-Existing IP as confidential information and shall not disclose it to third parties without the prior written consent of the other party.
2. This confidentiality obligation does not apply to information that is already in the public domain or is required to be disclosed by law.
Resolution of Disputes:
1. Any disputes regarding the ownership of Developed IP shall be resolved through the dispute resolution mechanism outlined in APPENDIX B.
2. If the parties are unable to resolve a dispute amicably, the matter may be referred to arbitration or legal action, as per APPENDIX B.
Termination and Survival:
1. Upon termination of the agreement, the licenses granted in this section shall also terminate, unless otherwise agreed upon in writing by both parties.
2. The obligations in this section, including confidentiality and dispute resolution, shall survive the termination of the agreement.

Chapter 4: Termination and Liability

Termination:
1. Termination for Convenience:
  Either party may terminate the agreement for any reason by providing 90 days' written notice to the other party.
2. Termination for Cause:
  Either party may terminate the agreement immediately upon written notice to the other party in the event of a material breach of the agreement by the other party, provided that the breaching party fails to remedy the breach within 30 days of receiving written notice specifying the breach.
3. Automatic Termination:
  The agreement may automatically terminate upon the occurrence of certain events specified in the agreement, such as insolvency, bankruptcy, or cessation of business operations by either party.
4. Effect of Termination:
  Upon termination, all outstanding fees and expenses owed to the Provider must be paid in full. Both parties must return or destroy any confidential information of the other party in their possession.
  
  The licenses granted in the agreement shall immediately terminate, unless otherwise specified in writing by the parties.
Liability:
1. Limitation of Liability:
  The liability of each party for any claim arising out of or in connection with the agreement shall be limited to [specified amount or calculation method], except in cases of gross negligence, willful misconduct, or fraud.
2. Exclusion of Indirect and Consequential Damages:
  Neither party shall be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, or data, even if such damages were foreseeable or the party had been advised of the possibility of such damages.
3. Indemnification:
  Each party agrees to indemnify, defend, and hold harmless the other party from any claims, liabilities, damages, or expenses arising from its breach of the agreement, negligence, or wrongful acts.
4. Force Majeure:
  Neither party shall be liable for any failure or delay in performing its obligations under the agreement if such failure or delay is caused by a force majeure event beyond its reasonable control, such as natural disasters, war, or acts of terrorism.
Dispute Resolution:
1. Negotiation and Mediation:
  The parties agree to attempt to resolve any disputes arising from the agreement through good faith negotiations. If negotiations fail, the parties may seek mediation before pursuing litigation or arbitration.
2. Arbitration or Litigation:
  If mediation is unsuccessful, disputes shall be resolved through arbitration or litigation as specified in Appendix A.
Survival of Terms:
1. Survival of Certain Terms:
  Notwithstanding termination, the provisions of the agreement relating to confidentiality, intellectual property, indemnification, and dispute resolution shall survive and continue in effect after termination.

Chapter 5: Prohibition of Resale of Services

THE SERVICES PROVIDED BY KASTERVO ("PROVIDER") TO YOU UNDER THIS AGREEMENT, AS WELL AS UNDER THE “AUTHORIZED RESELLER AGGREMENT” SIGNED BY YOU, ARE FOR YOUR ENTITY’S AND NON-COMMERCIAL USE ONLY. YOU ARE STRICTLY PROHIBITED FROM RESELLING, SUBLICENSING, REDISTRIBUTING, OR OTHERWISE TRANSFERRING THE SERVICES TO ANY THIRD PARTY WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE PROVIDER.
Definition of Services:
For the purposes of this provision, "services" shall include, but are not limited to, any products, features, functionalities, or other deliverables provided by the Provider as part of the service agreement between the Provider and the Customer.
Written Permission:
Any request for permission to resell the services must be submitted in writing to the Provider. The Provider reserves the right to grant or deny such requests at its sole discretion.
Consequences of Violation:
If the Customer violates this provision, the Provider reserves the right to take appropriate legal and equitable remedies, including but not limited to, immediate termination of the agreement, suspension of services, and legal action for damages.
Indemnification:
The Customer agrees to indemnify, defend, and hold harmless the Provider from and against any and all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of or in connection with the Customer's unauthorized resale of services.
No Waiver:
The Provider's failure to enforce this provision in one or more instances does not constitute a waiver of its right to enforce it in the future.

Chapter 6: Liabilities and Penalties for Violations of Acceptable Use Policy (AUP)

Client Responsibilities:
The client agrees to comply with the terms of the Acceptable Use Policy ("AUP") established by KASTERVO ("Provider") in connection with the use of the Provider's services, systems, networks, software, and other technology assets.
Prohibited Activities:
The AUP outlines specific activities that are prohibited while using the Provider's technology assets. Any violation of the AUP, including but not limited to unauthorized access, misuse of resources, data breaches, spamming, or any illegal activities, will result in penalties as described in this document.
Liabilities for Violations:
1. Direct Consequences:
  In the event of a violation of the AUP, the client may face immediate suspension or termination of services provided by the Provider, with or without notice, at the Provider's sole discretion.
2. Financial Liabilities
  The client may be held financially liable for any damages, losses, costs, or expenses (including legal fees) incurred by the Provider or third parties as a result of the client's violation of the AUP
3. Legal Liabilities:
  The client acknowledges that a violation of the AUP may result in civil or criminal legal action against them, including but not limited to prosecution under applicable laws.
Penalties:
1. Suspension or Termination:
  The Provider may suspend or terminate the client's access to services, networks, or systems without liability or notice upon a breach of the AUP.
2. Fines or Fees:
  The client may be required to pay fines or fees for any violations, as determined by the Provider.
3. Indemnification:
  The client agrees to indemnify, defend, and hold harmless the Provider from and against any claims, damages, or legal actions arising out of the client's violation of the AUP.
Notification of Violations:
The Provider will notify the client of any violations of the AUP and any resulting penalties. The client will have an opportunity to respond to the Provider's findings within 5 business days.
Appeal Process:
In the event of penalties or liabilities assessed against the client, the client may appeal the Provider's decision in writing within 15 business days of notification. The Provider will review the appeal and provide a final decision within 30 business days.
Termination of Agreement:
In the event of repeated or severe violations of the AUP, the Provider reserves the right to terminate the client's greement without any notice in advance and cease providing services permanently and with immediate effect.

Chapter 7: Right of Audit

Audit Authorization:
The client agrees that the provider, KASTERVO ("Provider"), and any designated third-party partner of the provider have the right to conduct audits "in situ" at the client's premises or any other locations where the service is being utilized, to evaluate the client's compliance with the terms and conditions of the agreement.
Purpose of Audit:
Audits may be conducted for the purpose of verifying the client's compliance with the terms and conditions under which the service is provided, including but not limited to adherence to acceptable use policy, licensing agreements, data security measures, and other contractual obligations.
Notice and Scheduling:
The provider will provide the client with reasonable notice prior to conducting an audit. The audit shall be scheduled at a mutually agreed-upon time during regular business hours to minimize disruption to the client's operations.
Client Cooperation:
The client agrees to cooperate fully with the provider and any third-party auditors during the audit. This includes, but is not limited to, providing access to relevant records, systems, and facilities as reasonably requested.
Confidentiality:
The provider and any third-party auditors will maintain the confidentiality of any sensitive or proprietary information disclosed during the audit, in accordance with applicable laws and regulations and the terms of any non-disclosure agreements.
Audit Findings:
Upon completion of the audit, the provider will provide the client with a summary of the audit findings. The client shall have an opportunity to respond to any identified issues or discrepancies within 30 of receiving the summary.
Remediation:
If the audit identifies any areas of non-compliance, the client agrees to take prompt corrective action to address the issues identified. The client may be required to provide evidence of such remediation to the provider.
Costs of Audit:
1. Provider-Initiated Audit:
  If the provider or its third-party partner initiates an audit and finds the client to be in compliance, the provider will bear the costs of the audit.
2. Non-Compliance:
  If the audit identifies non-compliance by the client, the client may be responsible for the costs of the audit, including third-party auditor fees.
Right to Terminate:
In the event the client refuses to cooperate with the audit, or fails to remedy identified issues, the provider reserves the right to terminate the agreement, with or without notice, and with immediate effect, and in addition, pursue legal action for breach of contract.

Chapter 8: Pricing and Payment Terms

Pricing Structure:
1. Service Fees:
  The Client agrees to pay the fees for the cloud services as specified in the agreement or any attached schedules or pricing tables.
  
  Fees may be based on usage metrics such as data storage, bandwidth, or number of users, as outlined in the agreement.
2. Fee Adjustments:
  The Provider may adjust the fees for the services upon providing 180 days' written notice to the Client. Any changes to fees will take effect on the next billing cycle.
3. Additional Services:
  Any additional services requested by the Client and provided by the Provider will be subject to additional fees, as agreed upon by the parties in writing.
Invoicing and Payment Terms:
1. Invoicing:
  The Provider will issue invoices to the Client in accordance with the service term, detailing the fees and charges for the services provided during the billing period.
2. Payment Due Dates:
  Payment is due 10 days from the date of the invoice. Late payments may be subject to interest charges at a rate of 3% per month.
3. Payment Methods:
  The Client agrees to make payments using the methods specified in the agreement, such as wire transfer, credit card, or direct debit.
Taxes and Fees:
1. Applicable Taxes:
  The Client agrees to pay any applicable taxes, including but not limited to sales tax, VAT, or any other local or international TAX, based on the jurisdiction of the services or the location of the Client.
2. Other Fees:
  The Client may be responsible for other fees, such as transaction fees or fees for late payments, as specified in the agreement.
Disputes and Refunds:
1. Invoice Disputes:
  The Client must notify the Provider of any invoice disputes within 4 days of the invoice date. The parties will work in good faith to resolve any disputes.
2. Refunds:
  Refunds for overpayments or services not provided will be issued in accordance with the Provider's refund policy, if any, as specified in the agreement.
Termination and Final Payment:
1. Payment Upon Termination:
  In the event of termination, the Client must pay all outstanding fees and charges up to the termination date, as well as any early termination fees specified in the agreement.
2. Proration:
  If the services are terminated mid-billing cycle, fees may be prorated to reflect the actual usage of services during the cycle.
3. Provider's Right to Retain Payments upon cancellation:
  The Provider shall retain any payments already received for the period prior to the cancellation and will not be obliged to return any funds to the Client.
  
  Additionally, the Provider may retain a portion or all of the remaining unpaid fees as a cancellation fee to compensate for the early termination and any related administrative costs.
Currency and Exchange Rates:
1. Currency:
  All fees and payments will be in the currency specified in the agreement.
2. Exchange Rates:
  If payments are made in a different currency, the exchange rate used will be as specified in the agreement or determined by the Provider's bank.
Compliance and Recordkeeping:
1. Compliance with Laws:
  Both parties agree to comply with applicable laws and regulations regarding pricing and payment.
2. Record keeping:
  The Provider agrees to maintain accurate records of fees and payments and to provide the Client with access to such records upon request.

Chapter 9: Confidentiality

Definitions:
1. "Confidential Information" refers to any non-public, proprietary, or sensitive information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") during the course of the relationship, including but not limited to trade secrets, business plans, financial information, technical data, and customer lists.
2. Trade Secrets" refers to information that derives independent economic value from not being generally known or readily ascertainable by others and is subject to reasonable efforts to maintain its secrecy.
Obligations of Confidentiality:
1. The Receiving Party agrees to keep all Confidential Information in strict confidence and to take all reasonable precautions to protect such information from unauthorized disclosure.
2. The Receiving Party agrees not to use Confidential Information for any purpose other than the purpose for which it was disclosed, as specified in the agreement.
Permitted Disclosures:
1. The Receiving Party may disclose Confidential Information to its employees, agents, or contractors on a need-to-know basis, provided that they are bound by confidentiality obligations at least as stringent as those outlined in this section.
2. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or legal process, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any efforts to obtain a protective order or similar protection.
Exclusions:
1. Confidential Information does not include information that:
  (a) Is or becomes publicly known through no fault of the Receiving Party.
  (b) Is rightfully received by the Receiving Party from a third party without a duty of confidentiality.
  (c) Is independently developed by the Receiving Party without the use of Confidential Information.
  (d) Is disclosed with the written consent of the Disclosing Party.
Duration of Confidentiality:
1. The obligations of confidentiality shall remain in effect for the duration of the agreement and continue for 5 years after termination or expiration of the agreement.
Return or Destruction of Confidential Information:
1. Upon termination of the agreement, or upon request by the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, including any copies or derivatives thereof.
2. The Receiving Party may retain copies of Confidential Information solely for archival purposes, provided that such copies remain subject to the confidentiality obligations outlined in this section.
Remedies:
1. Any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, and the Disclosing Party may seek injunctive relief and other remedies as provided by law or in equity.
2. The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from any claims, losses, or damages arising from the Receiving Party's breach of this section.
Survival:
1. The confidentiality obligations outlined in this section shall survive and continue to apply even after termination or expiration of the agreement.
Waiver and Unilateral Amendment Clause:
1. Notice and Amendment Rights:
  The Provider has the unilateral right to amend or update the terms of this MSA and/or the AUP at any time, subject to providing prior notice to the Client as outlined in this document.
2. Notice Period:
  The Provider will provide notice of any amendments or updates to the MSA at least 60 days prior to the effective date of the changes.
3. The Provider will provide notice of amendments or updates via email. It is the Client’s responsibility to ensure the contact information provided to the Provider is current and accurate.
4. Client Acknowledgment and Waiver:
  By signing this MSA, the Client acknowledges and agrees to the Provider's right to unilaterally amend or update the terms of the MSA and of the AUP.
  
  The Client waives any right to contest the validity of such amendments or updates, provided that they are made in accordance with the terms of this clause and applicable laws of the Republic of Cyprus.
5. Right to Terminate:
  In the event that the Client does not agree to the amended or updated terms, the Client may terminate the MSA in accordance with the termination provisions of this agreement.
6. Scope of Amendments:
  The Provider may amend or update the MSA as well as the AUP to include, but not limited to, changes in pricing, services offered, service levels, data protection policies, and other terms and conditions as deemed necessary by the Provider.
  
  For material changes that significantly affect the Client's rights and obligations, the Provider will make reasonable efforts to highlight these changes in the notice provided to the Client.
7. Effectiveness of Amendments:
  Amendments or updates to the MSA and AUP become effective on the date specified in the notice, unless the Client terminates the agreement as provided in the termination clause of this agreement.
  
  Once the amendments or updates become effective, they are binding on the Client and the Provider for the remainder of the term of the MSA.
8. Dispute Resolution
  Any disputes arising from amendments or updates to the MSA and the AUP shall be resolved in accordance with the dispute resolution process outlined in this MSA.
9. Governing Law and Dispute Resolution: This Agreement will be governed by the laws of the Republic of Cyprus, and any disputes will be resolved according to the dispute resolution procedures stipulated herein.

APPENDIX A: DISPUTE RESOLUTION RULES

Notice of Dispute:

In the event of a dispute arising out of or in connection with the agreement, either party must provide written notice of the dispute to the other party. The notice should specify the nature of the dispute and the relief sought.

Negotiation:

Upon receipt of a notice of dispute, the parties shall enter into good-faith negotiations to resolve the dispute amicably. The parties agree to designate representatives with authority to settle the dispute to engage in direct discussions.

The negotiations should be conducted within a specified time frame, such as thirty (30) days from the date of the notice of dispute.

Mediation:

If the dispute is not resolved through negotiation within the specified time frame, either party may request mediation.

The mediation shall be conducted by a neutral third-party mediator mutually agreed upon by the parties.

The mediation proceedings shall be confidential, and the costs of mediation shall be shared equally by the parties.

Arbitration:

If the dispute remains unresolved after mediation, either party may submit the dispute to binding arbitration.

The arbitration shall be conducted by a single arbitrator or a panel of arbitrators mutually agreed upon by the parties or as designated by the arbitration rules of the Republic of Cyprus.

The arbitration proceedings shall be conducted in accordance with the rules of the designated arbitration association or institution of the Republic of Cyprus, as Cyprus is a signatory to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958.

The arbitration award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

Governing Law:

The dispute resolution process and any disputes arising under the agreement shall be governed by the laws of the Republic of Cyprus.

Venue:

Any mediation, arbitration, or court proceedings shall take place in the city of Paralimni, Famagusta, Cyprus.

Waiver of Class Actions:

The parties agree to waive any right to bring or participate in any class action or representative action regarding any disputes arising under the agreement.

Survival of Provisions:

The dispute resolution mechanism and related provisions shall survive the termination or expiration of the agreement and remain in effect to resolve any disputes that may arise.

Confidentiality:

All communications, documents, and other materials prepared or exchanged during the dispute resolution process shall be treated as confidential and shall not be used for any purpose other than the resolution of the dispute.

Severability:

If any provision of the dispute resolution mechanism is found to be invalid or unenforceable, the remainder of the mechanism shall continue in full force and effect.

APPΕNDIX B: DISPUTE RESOLUTION MECHANISM OF CHAPTER 3 / PAR.8

Notice of Dispute:

If any dispute arises regarding the ownership of developed intellectual property (IP), the party asserting a claim of ownership must provide written notice of the dispute to the other party within a reasonable period of time from the discovery of the dispute. The notice must clearly outline the basis of the ownership claim and any supporting evidence.

Good Faith Negotiation:

Upon receipt of the notice of dispute, the parties agree to enter into good faith negotiations to attempt to resolve the dispute amicably. These negotiations must take place within a specified time frame, such as thirty (30) days from the date of the notice.

Mediation:

If the dispute is not resolved through negotiation, the parties agree to submit the dispute to non-binding mediation. The mediation shall be conducted by a neutral third-party mediator agreed upon by both parties.

The mediation process shall be confidential, and the costs shall be shared equally by both parties.

Mediation proceedings should aim to provide a mutually beneficial resolution that respects the owner's IP rights.

Arbitration:

In the event mediation does not result in a resolution, the dispute may be referred to binding arbitration.

The arbitration shall be conducted in accordance with the rules of a designated arbitration institution or association of the Republic of Cyprus.

The party that holds ownership rights to the IP may specify the location, governing law, and rules for the arbitration proceedings to their advantage.

The arbitrator(s) shall have expertise in intellectual property law and experience with disputes concerning ownership rights.

Court Proceedings:

If the dispute cannot be resolved through arbitration or if arbitration is not permitted under applicable law, the party asserting IP ownership rights may initiate legal action in a court of the choice of the Provider of the Republic of Cyprus.

Any legal action should be initiated in a competent court of justice of the Republic of Cyprus.

Enforcement of Rights:

The owner of IP rights retains the right to enforce their ownership through appropriate legal means, including injunctions, specific performance, or other equitable relief, if necessary to protect their rights.

The owner is also entitled to recover reasonable legal fees and costs incurred in enforcing their rights, as specified by the laws of the Republic of Cyprus.

Preservation of Rights:

The dispute resolution process does not affect the owner's rights to protect their IP or assert any other legal claims related to the developed IP.