Master Service Terms and Conditions

These Master Service Terms and Conditions (“MSA”) govern the provision of Arkose Labs, Inc.’s (“Arkose Labs”) services to its customers. Order Forms or other ordering documents executed between the parties incorporate these terms by reference. Capitalized terms used but not defined here have the meanings given in the applicable Order Form.

1. Services

Arkose Labs will provide the Services described in an Order Form, including the Arkose platform and any modules elected by Customer (Bot Manager, Edge, Device ID, Email Intelligence, Phishing Protection, and related services). Use of the Services is subject to the documentation and the limits specified in the Order Form.

2. Orders & Subscription Term

Each Order Form specifies the Services, fees, subscription term, and any service-specific terms. Unless otherwise stated, subscriptions auto-renew for successive periods equal to the initial term, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

3. Fees & Payment

Fees are as set forth in the applicable Order Form. Invoices are due net thirty (30) days from invoice date unless otherwise specified. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Fees are exclusive of taxes.

4. Customer Responsibilities

• Provide accurate information needed to configure and operate the Services.
• Implement and follow the documented integration patterns.
• Be responsible for the acts and omissions of authorized users.
• Comply with applicable laws in connection with use of the Services.

5. Restrictions

Customer will not: (a) reverse-engineer, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Services; (b) resell, sublicense, or otherwise commercially exploit the Services outside the scope of the Order Form; (c) use the Services to develop a competing product; (d) interfere with or disrupt the integrity or performance of the Services.

6. Intellectual Property

Arkose Labs and its licensors retain all right, title, and interest in and to the Services, the platform, models, signatures, and any improvements thereto, including all intellectual property rights. Customer retains all right, title, and interest in Customer Data. No implied license is granted to either party.

7. Customer Data & Privacy

The processing of Customer Personal Data is governed by the Data Processing Agreement incorporated by reference. Customer represents it has appropriate legal basis for the data it provides to Arkose Labs.

8. Confidentiality

Each party will protect the Confidential Information of the other party using the same degree of care it uses to protect its own confidential information (and at least reasonable care). The receiving party may disclose Confidential Information only to its employees, agents, and contractors with a need to know, under written obligations of confidentiality. Confidentiality obligations survive termination for five (5) years (or longer for trade secrets).

9. Warranties & Disclaimers

Arkose Labs warrants that it will perform the Services in a professional and workmanlike manner and substantially in accordance with the documentation. Except for the warranties expressly set forth in this MSA, the Services are provided “as is” and Arkose Labs disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

10. Indemnification

Arkose Labs will defend Customer against any third-party claim that the Services infringe such third party’s patent, copyright, trade-secret, or trademark rights, and pay any damages awarded in a final judgment or settlement, subject to standard conditions (prompt notice, sole control of defense, cooperation). Customer will defend Arkose Labs against any third-party claim arising from Customer Data or Customer’s breach of this MSA.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or use, arising out of or related to this MSA or the Services. Each party’s aggregate liability is capped at the fees paid or payable by Customer in the twelve (12) months preceding the claim. These limits do not apply to confidentiality breaches, indemnification obligations, or amounts owed under an Order Form.

12. Term & Termination

This MSA continues until all Order Forms expire or terminate. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, all rights granted to Customer cease, and Customer must promptly cease use of the Services and pay any amounts owed.

13. Suspension

Arkose Labs may suspend the Services for non-payment, material breach, security threats, or as required by law, with notice except in emergencies.

14. Service Level Agreement

The availability commitment is described in our SLA Guarantee and applies as set forth in the customer agreement.

15. Governing Law & Disputes

This MSA is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute will be resolved exclusively in the state or federal courts located in San Mateo County, California, except that either party may seek injunctive relief in any court of competent jurisdiction.

16. General

This MSA is the entire agreement between the parties regarding the subject matter. No modifications are effective unless in writing and signed by both parties. Notices must be in writing and delivered to the addresses on the Order Form. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party may assign this MSA without the other party’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

17. Signing the MSA

Active and prospective customers may request a counter-signed copy of these terms at legal@arkoselabs.com. This page is provided for transparency; the agreement executed with your account governs.

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