Master Services Agreement

Last updated October 16, 2026

This Master Services Agreement (“MSA”) is made by and between Rhymetec LLC, (“Rhymetec”), a New York limited liability company with its primary place of business in New York, NY, and the customer set forth on the Order Form (the “Customer”) (each a “party” and together the “parties”) and is effective as of the date of the Customer’s signature on an applicable order form and/or proposal (such document an “Order Form” and such date the “Effective Date”). This MSA establishes the general terms governing Customer’s purchase and use of Rhymetec services and, where applicable, the Rhymetec Platform. 

1. Services. 

a. This MSA applies to the professional services, implementation, advisory, managed, and other services described in an applicable Order Form (collectively, the “Services”). If Customer purchases, accesses, or uses the Rhymetec Platform, the Rhymetec Platform Addendum (the “Platform Addendum”) is incorporated into and forms part of this MSA with respect to such Platform access and use. The Platform Addendum does not apply to Services that do not include Platform access or use.

b. This MSA will be implemented through an applicable Order Form, which will define the services to be performed by Rhymetec (the “Services”) along with, if applicable, a description of any literary works or other works of authorship (such as documentation, reports, and similar works) that Rhymetec is required to deliver to the Customer as part of the Services (the “Deliverables”). Rhymetec agrees to undertake and complete the Services and produce the Deliverables in accordance with and on the schedule specified in such Order Form.

c. In the event of a conflict among the documents comprising the Agreement, the following order of precedence applies: (i) the applicable Order Form, solely with respect to commercial terms and any provision that expressly states it overrides this MSA or the Platform Addendum; (ii) the Data Processing, Security, and AI Processing Terms attached as Exhibit A to the Platform Addendum (the “DPA”), solely with respect to the Processing of Personal Data; (iii) the Platform Addendum, solely with respect to the Platform; and (iv) this MSA.

2. Deadlines.

The Customer acknowledges that Rhymetec’s work is highly dependent on the availability of the Customer’s personnel, contractors, technical systems, and other factors beyond the control of Rhymetec. Rhymetec will use commercially reasonable efforts to meet any stated deadlines but the Customer acknowledges that despite these efforts, due to, among other things, the factors noted above, any stated deadlines and timelines may not be met.

3. Payment.

As the only consideration due to Rhymetec regarding the subject matter of this MSA, the Customer will pay Rhymetec as set forth in the Order Form. Rhymetec may adjust its fees upon prior notice to the Customer to reflect pricing changes and rate modifications associated with changes in the compensation of Rhymetec’s personnel. Such changes will be communicated to the Customer in a timely manner and will apply to the Customer thirty (30) days after such notice; provided that the Customer may decline further work and terminate any applicable Order Forms prior to such fees taking effect. The Customer will be responsible for payment of all taxes and any related interest and/or penalties resulting from any payments made or Services rendered hereunder, other than any taxes based on Rhymetec’s net income. Unless otherwise specified in an Order Form, payment is due within thirty (30) days of receipt of invoice.

If Customer has a bona fide belief that an invoice is incorrect, Customer must contact Rhymetec within thirty (30) days of the date of the applicable invoice ("Dispute Period"). Upon receipt of such notice, Rhymetec and Customer will work together in good faith to resolve the dispute and, if such disputed amount(s) are deemed legitimate, Customer agrees to pay such amounts promptly upon resolution of the dispute (and in any event, within 30 days thereafter). If Customer does not notify Rhymetec of a dispute within the Dispute Period, all invoiced Fees will be deemed legitimate and owing in accordance with this MSA.

If any undisputed amount remains unpaid for more than fifteen (15) days after Rhymetec provides written notice of nonpayment, Rhymetec may refer the amount for collection. Customer will reimburse Rhymetec for the reasonable third-party collection costs actually incurred by Rhymetec in collecting such amount, including collection-agency fees equal to fifteen percent (15%) of the total amount collected (which, if the overdue amount is collected in full, is equivalent to approximately 17.65% of the overdue amount), provided that such reimbursement will not exceed the maximum amount permitted by applicable law.

4. Term and Termination.

a. The “Term” of the MSA is set forth on the applicable Order Form, along with any provisions for renewal. If the Services or Platform Access in an Order Form are of a recurring nature, unless otherwise specified in the Order Form, the Term will renew for successive equal installments of the same duration until terminated in accordance with this MSA, and, if applicable, the Platform Addendum.

b. Either party may cancel an upcoming renewal Term of an Order Form up to thirty (30) days prior to the end of the then-current Term.

c. If either party materially breaches a material provision of this MSA, the other party may terminate this MSA upon five (5) days’ written notice unless the breach is cured within the notice period.

d. Upon termination of this MSA, all outstanding Order Forms will terminate, and Customer’s right to access and use the Platform will terminate in accordance with the Platform Addendum.

e. Upon termination of an Order Form (1), the Customer will pay to Rhymetec all unpaid and undisputed fees due under the Order Form for Services rendered and (2) if applicable, Rhymetec will transfer any Customer materials in Rhymetec’s control (e.g., access keys for the Customer’s software accounts) that were required to perform the Services under that Order Form back to Customer.

f. Sections 3 through 11 of this MSA and any remedies for breach of this MSA will survive any termination or expiration.

5. Ownership and Licenses.

a. Rhymetec will retain all rights, titles, and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know how, ideas and information made or conceived or reduced to practice, in whole or in part (the “Intellectual Property Rights”) in its proprietary templates and methods for performing the Services and producing the Deliverables (the “Pre-existing Rhymetec IP”).

b. Subject to the terms of this MSA and the Customer’s fulfillment of all payment obligations hereunder, the Customer will own all Intellectual Property Rights in the Deliverables, excluding the Pre-existing Rhymetec IP. For clarity, ownership and use rights in the Platform, Customer Data, Platform Outputs, and Rhymetec Property are governed by the Platform Addendum, not this Section 5.

c. If any part of the Services or Deliverables is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed, modified, commercialized or otherwise exploited (collectively, “Exploited” or “Exploitation”) without using or violating technology or intellectual property rights owned or licensed by Rhymetec and not assigned hereunder, including but not limited to the Pre-existing Rhymetec IP, Rhymetec hereby grants the Customer and its successors a perpetual, irrevocable, worldwide royalty-free, nonexclusive, sublicensable right and license to fully Exploit and exercise all such technology and intellectual property rights in support of the Customer’s exercise or Exploitation of the Services, Deliverables, other work performed hereunder or any assigned rights (including any modifications, improvements, and derivatives of any of the foregoing).

d. The Customer grants Rhymetec a limited license to use, reproduce, distribute, and make derivative works of any Customer Intellectual Property solely to the extent necessary for Rhymetec to perform the Services and produce the Deliverables.

6. Confidentiality.

a. Each party (the “Receiving Party”) agrees to protect the Confidential Information of the other party (the “Disclosing Party”) in a manner consistent with the treatment that Receiving Party accords its own Confidential Information of a similar nature, and the Receiving Party agrees to use and reproduce Confidential Information only to perform its obligations under this MSA or for its internal collection, analysis and training purposes. The Receiving Party may disclose Confidential Information to its employees, agents, and subcontractors, who have a need to know, and employees of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know. “Confidential Information” is any information which is identified by the Disclosing Party at the time of disclosure as being of a confidential nature (including, but not limited to, business plans, products, trade secret processes or methodologies, software, documentation, design specifications, other technical documents and other proprietary rights or information) or that is disclosed to the Receiving Party under circumstances that would lead a reasonable person to understand that such information is confidential or proprietary in nature. Confidential Information does not include information that (i) is or becomes generally available to the public without breach by the Receiving Party of its confidentiality obligations under this MSA, (ii) is received by the Receiving Party from a third party without restriction against disclosure, (iii) was known to the Receiving Party without restriction prior to disclosure, or (iv) is independently developed by the Receiving Party without subsequent use of the Disclosing Party’s Confidential Information. If the Receiving Party becomes legally compelled (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) to disclose any of the Confidential Information, the Receiving Party will (to the extent legally permitted) provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedies. The obligations set forth in the MSA with respect to confidentiality shall replace and supersede any prior confidentiality agreement between the parties.

b. To the extent Rhymetec Processes Personal Data in connection with the Platform, the DPA governs that Processing. In the event of a conflict between this Section 6 and the DPA as applied to such Processing, the DPA controls.

7. Customer Acknowledgements and Responsibilities.

a. The Customer acknowledges that the achievement of any policy, process, model, system, or risk management practice depends not only on the design and implementation, but also on the quality, experience, and continuity of personnel involved, the diligent ongoing execution of any such policy, process, model, system or risk management practice, and appropriate modifications as changing conditions warrant. The Customer understands and accepts responsibility for all decisions related to and implementation, and ongoing modification of, policies, processes, models, systems, and risk management practice assessments, methods, and assumptions, if any, developed in the course of the Services.

b. The Customer understands that the Services and the Deliverables may depend in part on the Customer providing sufficient information and access to allow Rhymetec’s performance. Customer-specific prerequisites, responsibilities, and deadlines for access, approvals, documentation, or other dependencies may be identified in the applicable Order Form. Unless otherwise specified in the applicable Order Form, Customer will respond to Rhymetec’s reasonable requests for required information, access, or approvals within five (5) business days. If Services or Deliverables are delayed due to the Customer not providing necessary information or access in a timely manner, the Customer will accept full responsibility and, if applicable, such delay will not relieve the Customer of its payment obligations as outlined in the applicable Order Form. Such delays may also necessitate an extension of the Term to allow performance of the Services and delivery of the Deliverables, generally coterminous with the period of the delay, and Rhymetec may reasonably extend the applicable delivery dates and timelines accordingly upon notice to Customer.

c. All Deliverables are based upon information made available by the Customer to Rhymetec as of the date such Deliverables are provided to the Customer. Rhymetec has no obligation to update any Deliverables unless otherwise agreed in writing.

d. The Customer is solely responsible for establishing and maintaining its own effective internal control system, record keeping, management decision-making, and other management functions. The Customer will be fully and solely responsible for (i) applying independent business judgment with respect to the Services and the Deliverables, (ii) making any implementation decision related thereto, and (iii) determining further courses of action with respect to any matters addressed in any Deliverable or Service.

e. The Customer acknowledges that there is no authoritative standard against which risk management practices can be directly compared. In practice, methodologies and approaches to measuring, managing, and controlling risk vary considerably. New and refined practices continue to evolve and the characterization of policies, procedures, or models as sound, “industry standard” or “best” practices is judgmental and subjective.

f.  During the Term and for twelve (12) months thereafter, Customer will not, directly or indirectly, solicit for employment or engagement any employee or individual contractor of Rhymetec who is materially involved in providing the Services; provided that this restriction will not prohibit (i) general solicitations not specifically directed to such persons, (ii) hiring a person who responds to a general solicitation, or (iii) hiring a person who independently approaches Customer without prior solicitation by Customer. 

8. Representations and Warranties.

a. Rhymetec warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of the Services or any part of this MSA is or will be inconsistent with any obligation Rhymetec may have to others; (ii) all work under this MSA will be Rhymetec’s original work and none of the Services or Deliverables or any development, use, production, distribution or Exploitation thereof will infringe, misappropriate or violate any Intellectual Property Rights of any person or entity (including, without limitation, Rhymetec); (iii) Rhymetec has the full right to provide the Customer with the assignments and rights provided for herein; (iv) if Rhymetec’s work requires a license, Rhymetec has obtained that license and the license is in full force and effect; (v) Rhymetec will comply with all applicable laws and safety rules in the course of performing the Services; and (vii) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws and regulations of its jurisdiction of incorporation or organization.

b. The Customer represents and warrants that: (i) all information, including Confidential Information, that it provides to Rhymetec under this MSA is accurate to the best of its knowledge; and (ii) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws and regulations of its jurisdiction of incorporation or organization.

c. OTHER THAN THE AFOREMENTIONED WARRANTIES, RHYMETEC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification and Release of Claims.

a. Each party will indemnify, defend, and hold harmless the other party for any losses for bodily injury or damages to real property resulting directly from the indemnifying party’s gross negligence or willful misconduct.

b. Rhymetec agrees to defend, indemnify, and hold harmless the Customer, the Customer’s officers, directors, employees and agents, affiliates, any benefit plan sponsored by the Customer, and any fiduciaries or administrators of any benefit plan, from and against any claims, liabilities, or expenses relating to any claim by Rhymetec’s personnel for compensation, tax, insurance, or benefits from the Customer or any benefit plan sponsored by the Customer.

c. The Customer will indemnify, defend, and hold harmless Rhymetec from any third party claims arising from the Customer’s disclosure of Deliverables to such third party and such third party’s reliance, in any manner, on such Deliverables.

d. The Customer hereby releases Rhymetec and its personnel from any liability and costs relating to the Services or the Deliverables to the extent that such liability and costs are attributable to any information provided, or decisions or approvals made, by the Customer or Customer personnel, particularly those that were not complete, accurate or current.

10. Limitation of Liability.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, A PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS MSA OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; PROVIDED THAT LIABILITY UNDER THE PARTIES’ INDEMNIFICATION OBLIGATIONS OR FOR BREACHES OF CONFIDENTIALITY WILL NOT IN THE AGGREGATE EXCEED TEN TIMES THAT AMOUNT. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES SET FORTH HEREIN. RHYMETEC HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMERS WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA.

11. Miscellaneous.

a. Workspace. If it is necessary for Rhymetec to work on-site with the Customer, the Customer will provide a reasonable workspace for Rhymetec personnel at its worksites, as well as occasional administrative support services related to the Services. The Customer will provide Rhymetec personnel with any necessary safety orientation and security access for work on such premises.

b. Publicity. Neither party will use the name of the other party, in part or whole, or any of their trademarks or trade names without the other party’s prior written approval; provided that, Rhymetec may, without prior written approval, list the Customer as a reference and as an active client during the Term.

c. Relationship of the Parties. Rhymetec is providing the Services as an independent business and is customarily engaged in the business of providing services. Rhymetec will be responsible for hiring, firing and supervising the personnel providing the Services hereunder. Subject to the terms of this MSA, Rhymetec, and not the Customer, will determine the manner and means by which Rhymetec performs the Services, the location of the performance of the Services, and the schedule on which the Services are performed. Unless otherwise specified in a Statement of Work, Rhymetec will be responsible for providing all necessary supplies, materials, and equipment required for the performance of the Services. Rhymetec agrees to comply with all rules and procedures for accessing and using the Customer’s premises and equipment, including those related to safety and security. Notwithstanding any provision hereof, for all purposes of this MSA, each party will be and act as an independent contractor and not a partner, joint venturer, or agent of the other and will not bind nor attempt to bind the other to any contract. Rhymetec will bear sole responsibility for all acts and omissions of Rhymetec’s personnel. Rhymetec will bear sole responsibility for the payment of compensation to its personnel. Rhymetec will withhold (if applicable), pay and report, for all personnel assigned to the Services, federal, state, and local income tax withholding, social security taxes, employment head taxes, unemployment insurance, and any other taxes or charges applicable to such personnel. Rhymetec will bear sole responsibility for any health or disability benefits, retirement benefits, or welfare, pension or other benefits (if any) to which such person may be entitled.

d. Assignment. This MSA and the Services contemplated hereunder are personal to Rhymetec and Rhymetec will not have the right or ability to assign, transfer or subcontract any obligations under this MSA without the written consent of the Customer. Any attempt to do so will be void. The Customer may fully assign and transfer this MSA in whole or part.

e. Notice. All notices under this MSA must be in writing and shall be delivered by email to the designated notice email address of the receiving Party, Notice delivered by email will be deemed given when sent, provided it is sent to the email address specified in the applicable Order Form (or any updated address provided by written notice). Notice from Rhymetec is required under this MSA only in the event of a material change to the terms of the Agreement, or as otherwise expressly required herein. Rhymetec may update this MSA template from time to time for prospective use. Any updated version will apply only to a Customer that executes an Order Form expressly incorporating that version. An update will not amend an existing Order Form or this MSA as between Rhymetec and an existing Customer unless the parties agree to the amendment in a writing signed by both parties.

f. Waivers and Modifications. The failure of either party to enforce its rights under this MSA at any time for any period will not be construed as a waiver of such rights. No changes or modifications or waivers to this MSA will be effective unless in writing and signed by both parties.

g. Severability. In the event that any provision of this MSA will be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this MSA will otherwise remain in full force and effect and enforceable.

h. Force Majeure. Neither party will be liable for any delay in the performance of its obligations (except for payment obligations) under this MSA if such default or delay is caused by an act of God or other circumstance outside the reasonable control of the party, including, but not limited to, fire, flood, earthquake, natural disasters, pandemic, or other acts of God, terrorist acts, riots, civil disorders, freight embargoes, government action, or the like.

i. Governing Law and Venue. This MSA will be governed by and construed in accordance with the laws of the state of New York without regard to the conflicts of laws provisions thereof. Any legal action or proceeding relating to this MSA will be brought exclusively in the state or federal courts located in New York, New York, and each party consents to the jurisdiction thereof.

j. Injunctive Relief. Any breach or threatened breach of Section 6 (Confidentiality) of this MSA will cause irreparable harm to the Customer for which damages would not be an adequate remedy, and, therefore, the Customer is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies.

k. Completeness. This MSA constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter described herein.

l. Notifications. By signing on to Rhymetec’s services, you agree to receive email notifications from our team on industry, company and service updates.

Product Resale Addendum

The terms of this Product Resale Addendum shall apply where Customer purchased third-party software platforms ( “Resold Products”) through Rhymetec. These Resold Products may include, but are not limited to, security and compliance automation platforms, security monitoring platforms, or others. 

1. Resold Product. Customer acknowledges and agrees that its use of the Resold Product is governed by third-party’s Master Subscription Agreement or other applicable agreement between Customer and Resold Product, and that Rhymetec shall not be liable for the performance, security, functionality, or availability of the Resold Product. Rhymetec makes no representations or warranties regarding Resold Product and disclaims all liability arising from or related to such services. Customer’s sole remedy for any defect or failure in the Resold Product lies with the third-party vendor. Without limiting the foregoing, Rhymetec is not responsible for any data loss, unauthorized access, security incident, breach, exposure, unavailability, or other loss arising from or relating to the Resold Product, including any configuration, update, outage, vulnerability, act, omission, or failure of the applicable third-party provider or Customer. Rhymetec remains responsible for its own obligations under this MSA to the extent a claim is directly caused by Rhymetec’s breach of those obligations.
2. Payment. Notwithstanding anything to the contrary in this MSA or the third-party’s Master Subscription Agreement, where Customer has purchased Resold Product through Rhymetec, Customer agrees to pay the Fees specified on the applicable vendor’s cloud service pricing page(s) (including any notes included on such page(s)) or in any offer accepted by Customer through Rhymetec. Customer agrees that all Fees shall be paid through billing of Customer's Rhymetec account and that any refund to which Customer may be entitled under the third-party’s Master Subscription Agreement or an Order Form may be provided in the form of a credit back to Customer's Rhymetec account. Additionally, Rhymetec may in its sole discretion charge to Customer an administrative fee equal to 7% of the cost of the applicable Resold Product. Customer will be responsible for payment of all taxes related to the purchase of Resold Product.
3. Resold Product Services Period. The term for which Resold Product is available to Customer under each Order Form (the “Resold Product Services Period”) shall be set forth therein; provided that if the Order Form does not specify a Resold Product Services Period, the Resold Product Services Period will be one (1) year. Unless otherwise expressly stated in the applicable Order Form, upon expiration of the Resold Product Services Period, the Customer’s subscription will automatically renew for successive one- (1) year Resold Product Services Periods unless Customer provides Rhymetec with notice of termination at least thirty (45) days prior to the end of the then-current Resold Product Services Period.