Effective: on signature of Order Form
Last updated: 2026-05-18
Document key: terms-of-service
Plain-English summary
This is the contract between GAEZLA and a business customer. It gives the customer a right to use the service, tells both sides what they can and cannot do, sets out how data is protected, explains what happens when things go wrong, and caps how much either side can owe the other. The Order Form (the document that records what you’re buying and the price) takes precedence over this agreement if there’s a conflict.
Order of precedence (highest to lowest): Order Form → Data Processing Agreement → this MSA → Acceptable Use Policy → Service Level Agreement.
1. Definitions
In this Agreement:
“Agreement” means this MSA, each Order Form, the DPA, the AUP, and the SLA, together.
“AUP” means the Acceptable Use Policy at gaezla.com/legal/aup as updated from time to time.
“Authorized Users” means Customer’s employees, contractors, and agents permitted to use the Service under Customer’s account.
“Company” means T1P5M4RK, LLC, a Delaware limited liability company, with its registered office at 1111B S Governors Ave Ste 90229, Dover, DE 19904, USA.
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential.
“Customer” means the entity identified in the Order Form.
“Customer Data” means data and content that Customer or its Authorized Users upload to, store in, transmit through, or generate via the Service, including data ingested by the Service from the Customer Estate under Customer’s authorisation.
“Customer Estate” means the IT systems, networks, applications, devices, identity directories, monitoring tools, ticketing systems, and other infrastructure owned, operated, or controlled by Customer (or operated by a third party on Customer’s behalf) to which Customer grants the Service access for the purposes of observation, data collection, or action execution.
“DPA” means the Data Processing Agreement at gaezla.com/legal/dpa, incorporated by reference.
“Documentation” means the technical documentation and user guides published at gaezla.com/docs.
“Fees” means the amounts payable under an Order Form.
“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and other intellectual property rights, whether registered or unregistered.
“Order Form” means a written order that references this MSA, identifies the Service tier, Fees, and subscription term, and is signed (or electronically accepted) by both parties.
“Service” means the GAEZLA IT operations orchestration software-as-a-service platform and associated APIs, agents, and tooling described in the Documentation, which observes and gathers information from, and (where Customer authorises) executes actions across, the Customer Estate, and presents the results in formats designed for professional IT consumption. The Service expressly excludes any third-party services, Customer-supplied integrations, and the Customer Estate itself.
“SLA” means the Service Level Agreement at gaezla.com/legal/sla.
“Subscription Term” means the period stated in the Order Form, beginning on the start date specified therein.
2. Access to the Service
2.1 Licence
Subject to Customer’s payment of Fees and compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer’s internal business operations.
2.2 Authorized Users
Customer may permit its Authorized Users to use the Service up to the seat or usage limits in the Order Form. Customer is responsible for all acts and omissions of its Authorized Users as if they were Customer’s own.
2.3 Restrictions
Customer will not, and will ensure its Authorized Users do not: (a) sublicence, sell, resell, transfer, or otherwise commercially exploit the Service; (b) reverse-engineer, decompile, or attempt to derive the source code of the Service except as expressly permitted by law; (c) use the Service to build a competing product or to publish benchmarks without Company’s prior written consent; (d) breach the AUP; or (e) interfere with the Service’s integrity or performance.
2.4 Bring-your-own integrations
Customer may integrate the Service with third-party applications, including Customer-supplied AI providers, data-store connectors, and monitoring tools (“BYO Integrations”). BYO Integrations are not part of the Service. Customer is solely responsible for: (i) any data transmitted to or from BYO Integrations, including transfers to Customer-supplied AI providers; (ii) the configuration and security of BYO Integrations; and (iii) compliance with the terms of any BYO Integration provider. Company has no liability for BYO Integration performance, data handling, or output.
2.5 Customer Estate access and Customer-Authorized Actions
(a) Authority to grant access. Customer represents and warrants that it has all rights, licences, and authorisations necessary to (i) grant the Service access to the Customer Estate; (ii) permit the Service to ingest data from the Customer Estate; and (iii) permit the Service to execute actions in the Customer Estate as Customer configures.
(b) Scoped, customer-controlled access. Customer is responsible for the scope and credentials of every connector, agent, and integration through which the Service accesses the Customer Estate, including applying least-privilege access controls and read-only scoping where appropriate.
(c) Customer-Authorized Actions. The Service is an orchestration tool. Where Customer configures the Service (whether manually, by automation rule, or by agent policy) to execute an action in the Customer Estate (a “Customer-Authorized Action”), Customer authorises that action and is solely responsible for its consequences, including any change, deletion, outage, financial cost, or third-party liability that results, even where the action was triggered automatically by an agent operating within parameters Customer set.
(d) Reversibility. Company makes no warranty that any Customer-Authorized Action is reversible. Customer is responsible for maintaining its own backups and rollback procedures for the Customer Estate; the Service is not a backup, disaster-recovery, or business-continuity solution.
(e) Estate compliance. Customer is solely responsible for ensuring that its operation of the Customer Estate (and the actions executed through the Service) comply with applicable law, regulatory obligations, and any third-party contracts that govern the systems in the Customer Estate (including operating-system, database, network-equipment, and SaaS-provider terms of service).
3. Customer Data and Intellectual Property
3.1 Ownership of Customer Data
As between the parties, Customer retains all right, title, and interest in Customer Data. Company acquires no ownership of Customer Data.
3.2 Licence to process Customer Data
Customer grants Company a limited licence to process Customer Data during the Subscription Term solely to provide the Service. Company will not use Customer Data for any other purpose, including training machine-learning models, without Customer’s prior written consent.
3.3 Responsibility for Customer Data
Customer represents and warrants that: (a) it has all rights necessary to upload and process Customer Data via the Service; (b) Customer Data does not infringe any third-party rights; and (c) Customer Data complies with applicable law. Customer is solely responsible for the accuracy, quality, and legality of Customer Data.
3.4 Company intellectual property
Company retains all right, title, and interest in the Service, Documentation, and any technology or know-how developed by Company (including any improvements or derivative works of the Service, even if developed in response to Customer feedback). No rights are granted to Customer other than those expressly stated in this Agreement.
4. Fees and Payment
4.1 Fees
Customer will pay Fees as set out in the Order Form. Unless the Order Form states otherwise, Fees are quoted in USD, exclusive of applicable taxes.
4.2 Payment terms
Invoices are due within thirty (30) days of issue. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower).
4.3 Taxes
Customer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities on the Fees, excluding taxes on Company’s net income.
4.4 Suspension for non-payment
Company may suspend the Service on fourteen (14) days’ written notice if any undisputed amount is more than thirty (30) days past due, and may terminate for cause under Section 10.2 if payment is not made within that notice period.
4.5 No refunds
Fees paid are non-refundable except as expressly stated in this Agreement or required by applicable law.
5. Confidentiality
5.1 Obligations
Each party (as “Recipient”) will: (a) keep the other party’s (“Discloser’s”) Confidential Information strictly confidential; (b) not disclose it to any third party without prior written consent, except to employees, contractors, and advisers who need to know and are bound by equivalent obligations; (c) use it only for the purposes of this Agreement; and (d) protect it with at least the same care as its own confidential information of similar importance, and no less than reasonable care.
5.2 Exclusions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was already lawfully known to the Recipient; (c) was independently developed without use of the Discloser’s information; or (d) is lawfully received from a third party without restriction.
5.3 Compelled disclosure
A Recipient may disclose Confidential Information if required by law or court order, provided it gives the Discloser prompt prior notice (where lawful) and cooperates in seeking a protective order, and discloses only what is legally required.
6. Data Protection
The parties acknowledge that in providing the Service, Company will process personal data on Customer’s behalf. The DPA governs that processing and is incorporated by reference. In the event of conflict, the DPA takes precedence over this MSA with respect to personal data.
7. Warranties and Disclaimer
7.1 Company warranties
Company warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (b) Company will provide the Service in a professional and workmanlike manner.
7.2 Customer warranties
Customer warrants that: (a) it has the legal authority to enter into this Agreement; and (b) its use of the Service will comply with applicable law and this Agreement.
7.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS.” COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. UPTIME COMMITMENTS ARE SET OUT EXCLUSIVELY IN THE SLA; SERVICE CREDITS ARE THE SOLE REMEDY FOR AVAILABILITY FAILURES.
7.4 No backup, disaster-recovery, or compliance-advice warranty
COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL ACT AS A BACKUP, DISASTER-RECOVERY, OR BUSINESS-CONTINUITY SOLUTION FOR THE CUSTOMER ESTATE, OR THAT CUSTOMER-AUTHORIZED ACTIONS WILL BE REVERSIBLE. THE SERVICE IS AN ORCHESTRATION TOOL; CUSTOMER MUST MAINTAIN ITS OWN BACKUPS AND ROLLBACK PROCEDURES. COMPANY DOES NOT PROVIDE LEGAL, REGULATORY, OR COMPLIANCE ADVICE; CUSTOMER IS RESPONSIBLE FOR ENSURING THAT THE CONFIGURATION AND USE OF THE SERVICE MEET ANY APPLICABLE LEGAL, REGULATORY, OR INDUSTRY-SPECIFIC OBLIGATIONS APPLICABLE TO THE CUSTOMER ESTATE.
8. Limitation of Liability
8.1 Cap on liability
Each party’s total aggregate liability to the other under or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the total Fees paid or payable by Customer in the twelve (12) months immediately preceding the event giving rise to the claim.
8.2 Consequential loss exclusion
Neither party will be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss, including loss of profits, revenue, data, goodwill, or business interruption, even if advised of the possibility of such losses.
8.3 Exceptions to both caps
The caps in Sections 8.1 and 8.2 do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any obligation to pay Fees; (d) liability that cannot be limited by applicable law; or (e) Customer’s breach of Section 2.3 (Restrictions) or the AUP that results in harm to Company or third parties.
8.4 No insurance carve-out
For the avoidance of doubt, Company does not currently hold tech errors-and-omissions or cyber liability insurance. All liability relating to intellectual-property indemnification and data-breach remediation is therefore subject to the cap in Section 8.1 with no exception.
8.5 Essential basis
The parties acknowledge that the limitations of liability in this Section 8 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties; Company would not enter into this Agreement without them.
9. Indemnification
9.1 By Company
Company will indemnify, defend, and hold Customer harmless from third-party claims alleging that the Service, as provided by Company and used as permitted under this Agreement, infringes a third party’s Intellectual Property Rights, provided that Customer: (a) gives Company prompt written notice; (b) gives Company sole control of defence and settlement; and (c) provides reasonable cooperation. If such a claim is made or appears likely, Company may at its option: (i) procure the right to continue providing the Service; (ii) modify the Service to avoid infringement; or (iii) terminate the affected Order Form and refund pre-paid unused Fees. Company’s indemnification obligation under this Section 9.1 is subject to the cap in Section 8.1 in all cases.
9.2 By Customer
Customer will indemnify, defend, and hold Company harmless from third-party claims arising out of: (a) Customer Data; (b) Customer’s or Authorized Users’ breach of this Agreement; (c) Customer’s BYO Integrations; (d) any Customer-Authorized Action executed in the Customer Estate, or the consequences of such an action; or (e) Customer’s use of the Service in violation of applicable law.
9.3 Exclusions from Company indemnity
Company’s indemnity in Section 9.1 does not apply to claims arising from: (a) modification of the Service by Customer or a third party; (b) combination of the Service with Customer Data or third-party products not provided by Company; or (c) Customer’s failure to use an updated or corrected version of the Service provided by Company.
10. Term and Termination
10.1 Term
This Agreement is effective as of the date of the first Order Form and continues until all Order Forms have expired or been terminated.
10.2 Termination for cause
Either party may terminate an Order Form immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to dissolution, liquidation, or similar proceedings.
10.3 Effects of termination
On termination or expiry of an Order Form: (a) Customer’s right to access the Service under that Order Form ceases; (b) each party will promptly return or destroy the other’s Confidential Information (subject to archival copies retained by counsel); and (c) Company will delete Customer Data as set out in the DPA.
10.4 Survival
Sections 3 (IP), 4 (Fees — amounts accrued before termination), 5 (Confidentiality), 8 (Limitation of Liability), 9 (Indemnification), 10.3–10.4, and 11–13 survive termination.
11. General
11.1 Governing law and venue
This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in New Castle County, Delaware for any dispute arising out of or relating to this Agreement. The UN Convention on Contracts for the International Sale of Goods does not apply.
11.2 Notices
Legal notices must be in writing and sent to Company at legal@t1p5m4rk.com with a copy to Company’s registered address, and to Customer at the address in the Order Form. Notice is effective on confirmed receipt.
11.3 Entire agreement; order of precedence
This Agreement (Order Form → DPA → MSA → AUP → SLA) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and agreements. In the event of conflict, the document listed first in this order takes precedence over those listed later.
11.4 Amendments and waivers
Amendments require a written instrument signed by authorised representatives of both parties. No waiver of any provision is effective unless in writing, and no waiver of a breach constitutes a waiver of any future breach.
11.5 Assignment
Neither party may assign this Agreement without the other’s prior written consent, except Company may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided Company gives Customer thirty (30) days’ prior notice and the assignee assumes all obligations.
11.6 Force majeure
Neither party is liable for delays or failures in performance caused by events beyond its reasonable control (including acts of God, war, pandemic, Internet infrastructure failure, or government action), provided it gives prompt notice and uses reasonable efforts to resume performance.
11.7 Severability
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
11.8 Relationship of parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.
11.9 Counterparts; electronic signatures
This Agreement may be signed in counterparts, including electronically. An electronic signature has the same legal effect as an ink signature.
Signature blocks
T1P5M4RK, LLC
Signature: ______________________ Name: ______________________ Title: Authorized Representative Date: ______________________
[Customer legal entity name]
Signature: ______________________ Name: ______________________ Title: ______________________ Date: ______________________