Imperial Eminence Cyberguard Corporation · The Ivory Index
Master Services Agreement
Commercial · Ref: IECC-C-001 · Version 1.0 · Effective 14 June 2026
This Master Services Agreement ("MSA") is entered into between Imperial Eminence Cyberguard Corporation ("IECC"), operated through its designated operating entity, and the organisation or individual identified in the applicable Order Form ("Customer"). In the event of conflict, Order Form terms prevail over this MSA.
IECC will provide the services described in each Order Form executed under this MSA ("Services"). Each Order Form is incorporated by reference and forms part of this MSA.
This MSA commences on the date of last signature and continues until all Order Forms have expired or been terminated, unless earlier terminated pursuant to Article X.
Customer shall pay fees specified in each Order Form within 30 days of invoice. Late payments accrue interest at 1.5% per month (or the maximum permitted by law, if lower). IECC reserves the right to suspend Services for accounts 30+ days overdue after 10 days' written notice.
IECC retains all rights in the Software, platform, underlying algorithms, scoring frameworks, AI models, model weights, methodologies, documentation, and brand assets. No assignment occurs under this MSA.
Customer retains all rights in: (i) data, content, and materials uploaded or provided by Customer ("Customer Inputs"); and (ii) personal statements and creative works authored by end users.
Outputs generated by the Software in response to Customer Inputs ("Generated Outputs") including AI-generated text, rankings, scores, evaluations, and recommendations are licensed (not assigned) to Customer under a non-exclusive, non-transferable licence for Customer's internal use. IECC retains ownership of the underlying generation methodology. Customer acknowledges that Generated Outputs may not meet the threshold of originality required for copyright protection and are provided without warranty of uniqueness or protectability.
Prompts submitted by Customer or end users to the AI system are Customer Inputs. IECC does not claim ownership of Customer prompts and does not use them to train AI models without explicit written consent.
IECC may use aggregated, anonymised, non-personally-identifiable usage data to improve the Software and Services. Such data does not constitute Customer Confidential Information.
IECC shall defend Customer against any third-party claim alleging that the Software (excluding Customer Inputs, Generated Outputs acting on Customer Inputs, and third-party AI model weights) directly infringes a registered intellectual property right, and shall indemnify Customer against damages and reasonable legal costs finally awarded or agreed in settlement, provided Customer: (i) promptly notifies IECC in writing; (ii) grants IECC sole control of defence and settlement; and (iii) provides reasonable cooperation. IECC may at its option: modify the Software to be non-infringing; obtain a licence; or terminate the affected Order Form with a pro-rata refund.
Customer shall defend and indemnify IECC against any third-party claim arising from: (i) Customer Inputs that infringe third-party intellectual property or privacy rights; (ii) Customer's processing of personal data without a valid legal basis; (iii) Customer's violation of applicable law including data protection, export control, or sanctions law; (iv) Customer's misuse of the Software beyond licensed scope; (v) illegal or harmful content uploaded, generated, or submitted by Customer or its end users; (vi) regulatory investigations or proceedings arising from Customer's business practices; or (vii) false, misleading, or inaccurate information supplied by Customer or its end users in connection with use of the Software, including fabricated academic credentials, test scores, biographical details, or institutional affiliations.
The indemnified party shall: (i) give prompt written notice (delay prejudicing defence reduces obligation proportionately); (ii) make no admission or settlement without the indemnifying party's prior written consent; and (iii) cooperate fully. Indemnity obligations are subject to the aggregate liability cap except where applicable law prohibits such limitation.
Each party agrees to maintain the confidentiality of the other's Confidential Information using at least the same care it uses for its own confidential information (minimum reasonable care). "Confidential Information" excludes information that is: publicly available through no fault of the receiving party; independently developed without reference to the disclosing party's information; or required to be disclosed by law, court order, or regulatory authority (with prior written notice where permitted). Confidentiality obligations survive termination for five (5) years.
IECC warrants that Services will be performed with reasonable skill and care. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT FURTHER WARRANTY. The admissions disclaimer, AI liability framework, and limitation of liability set out in the EULA and Tier-1 documents apply equally to all MSA engagements.
IECC's total aggregate liability under this MSA shall not exceed the fees paid by Customer in the 12 months preceding the claim. Neither party shall be liable for indirect, consequential, or punitive damages. These limits do not apply to: (i) death or personal injury from proven negligence; (ii) fraud or fraudulent misrepresentation; or (iii) Customer's indemnification obligations under Article VI.2.
Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including: natural disasters; pandemics or public health emergencies; acts of government or regulatory authority; war, conflict, terrorism, or civil unrest; sanctions or trade restrictions; internet backbone or infrastructure failures; cloud infrastructure outages by third-party providers; cyberattacks, denial-of-service attacks, or security incidents attributable to external actors; AI model provider outages or modifications; or power or telecommunications failures ("Force Majeure Event").
The affected party shall: (i) notify the other party promptly; (ii) use reasonable efforts to mitigate the impact; and (iii) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Order Form without liability upon 14 days' written notice, with a pro-rata refund of prepaid fees for undelivered Services.
Either party may terminate: (i) any Order Form for cause upon 30 days' written notice if a material breach is not cured within that period; or (ii) this MSA immediately if the other party becomes insolvent, is subject to insolvency proceedings, or ceases operations. Upon termination, Customer must cease use of the Software and pay all outstanding undisputed fees. Provisions that by nature survive termination (including Articles V, VI, VII, IX) shall survive.
Intended Governing Law: Cayman Islands (upon IECC's incorporation therein). Disputes arising under this MSA shall be referred first to senior representatives of both parties for good-faith negotiation for 30 days. If unresolved, disputes shall be submitted to ICC arbitration seated in the Cayman Islands (or such other neutral seat as the parties agree), conducted in English, before a sole arbitrator, with the ICC Rules applying. Until Cayman incorporation, disputes may additionally be brought before any court having mandatory jurisdiction under applicable law. Either party may at any time seek urgent injunctive or interim relief from any court of competent jurisdiction without waiving the right to arbitrate.
