This Master Subscription Agreement ("MSA") is entered into between Hypercore and the entity or person executing an order form that references this MSA, accepting an order form through a cloud marketplace, or signing up for a free trial ("Customer"). It sets out the terms that govern Customer's access to and use of the Services and incorporates any documents it expressly references.
1.1. Services. Hypercore will make the Services available to Customer for the service period stated in the applicable order form.
1.2. Support. Hypercore will provide commercially reasonable support during the service period.
2.1. Fees. Customer will pay the fees set out in each order form. Fees exclude taxes, which are Customer's responsibility.
2.2. Fee disputes. Customer must raise any invoice dispute within thirty (30) days of the invoice date.
2.3. Trial Services. Trial services are provided as-is for the trial period communicated to Customer.
This MSA remains in effect until all order forms have expired or been terminated. Either party may terminate for an uncured material breach.
Each party keeps its intellectual property rights. Customer keeps all rights in the data it uploads to the Services.
Each party will protect the other party's confidential information with at least reasonable care.
Hypercore maintains appropriate administrative, physical, and technical safeguards to protect Customer data. The Data Processing Addendum is incorporated into this MSA by reference.
Each party represents that it has the authority to enter into this MSA.
Each party will defend the other against specified third-party claims as described in this section.
Each party's aggregate liability is limited to the fees paid in the twelve months before the claim, with a higher cap for confidentiality and data protection breaches.
This MSA, the Data Processing Addendum, and the applicable order forms are the entire agreement between the parties on this subject.
