Master Service Agreement

This Master Service Agreement (this “Agreement” or “MSA”) is entered into between Palanor, Inc., a Delaware corporation with its principal place of business in Colorado (“Palanor”), and the customer identified in an Order Form (“Customer”). It is effective as of the date of the last signature on the first Order Form executed under it (the “Effective Date”). Palanor and Customer are each a “party” and together the “parties.”

1. Definitions

Capitalized terms have the meanings set out below or where first defined in this Agreement.

1.1 “Services” means Palanor’s Enterprise Intelligence Platform (the “EIP” or “Platform”) — a predictive scenario-based intelligence software-as-a-service offering, including the Numen agent and any modules, features, and updates made available to Customer under an Order Form.

1.2 “Order Form” means an ordering document executed by both parties that references this Agreement and sets out the subscription tier, modules, Authorized User seats, fees, Subscription Term, and any special terms.

1.3 “Documentation” means Palanor’s then-current published user and technical documentation for the Services, including the Help Center at palanor.com/help and the developer reference at palanor.com/developers.

1.4 “Customer Data” means data, records, and content that Customer or its Authorized Users submit to, or that Palanor reads from Customer’s connected systems on Customer’s instruction, in the course of receiving the Services.

1.5 “Derived Signal” means the indices, scores, scenario outputs, weightings, interpretive readings, and other intelligence artifacts that Palanor computes from Customer Data and other inputs. Derived Signal does not include the raw transactional content of Customer’s systems of record (see Section 7).

1.6 “Authorized Users” means Customer’s employees, contractors, or agents whom Customer authorizes to access the Services under Customer’s account, up to the seat count specified in the applicable Order Form.

1.7 “Subscription Term” means the access period stated in an Order Form, including renewals.

1.8 “Confidential Information” has the meaning given in Section 8.

1.9 “DPA” means the Palanor Data Processing Addendum published at palanor.com/dpa, as updated from time to time, which is incorporated into this Agreement by reference and governs the processing of personal data.

1.10 “Terms” means the Palanor Terms of Service published at palanor.com/terms. “AUP” means the Palanor Acceptable Use Policy (AUP-001), as referenced in the Terms.

2. The Services

2.1 Access. Subject to this Agreement and the applicable Order Form, Palanor grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer’s internal business purposes.

2.2 Numen. The Services include the Numen agent, which surfaces intelligence readings, personalization, and conversational assistance. Numen is a decision-support facility; it does not make decisions for Customer (see Section 10.5).

2.3 Documentation. Palanor makes the Documentation available to support Customer’s use of the Services. The Documentation is the operative description of Service functionality.

2.4 Updates. Palanor may modify, enhance, or update the Services from time to time. Palanor will not materially reduce the core functionality of a subscribed module during a paid Subscription Term without providing a substantially equivalent alternative or a pro-rated refund for the affected, unused portion.

3. Order Forms & Provisioning

3.1 Incorporation. Each Order Form incorporates and is governed by this Agreement. This Agreement controls the parties’ relationship; the Order Forms carry the commercial specifics (tier, modules, seats, fees, term).

3.2 Precedence. In the event of a conflict, the order of precedence is: (a) the applicable Order Form; (b) the DPA; (c) this MSA; (d) the Terms. An Order Form supersedes this MSA only as to terms it expressly addresses and only for the Services it covers.

3.3 Provisioning. Palanor will provision access for the number of Authorized User seats and the modules set out in the Order Form. Tiers available under the EIP include Watcher, Steward, and Council; the specific tier, included modules, and entitlements are stated in the Order Form.

3.4 Authorized Users. Customer is responsible for its Authorized Users’ compliance with this Agreement. Access credentials may not be shared, and each seat corresponds to a single named Authorized User unless the Order Form states otherwise.

3.5 Electronic Execution. An Order Form may be executed electronically, including by typed signature through Palanor’s online order-form surface. The parties agree that an electronic signature so captured has the same legal effect as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) and applicable state enactments of the Uniform Electronic Transactions Act. See the E-Sign Consent.

4. Fees & Payment

4.1 Fees. Customer will pay the fees set out in each Order Form. Fees are stated in U.S. dollars unless otherwise specified.

4.2 Invoicing & Payment. Unless an Order Form states otherwise, Palanor invoices in advance for each subscription period, and Customer will pay undisputed invoiced amounts within thirty (30) days of the invoice date (net 30).

4.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on Palanor’s net income.

4.4 Late Payment. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Palanor may suspend the Services for non-payment per Section 5.7 after written notice and a cure period.

4.5 No Refunds. Except as expressly stated in this Agreement (including Sections 2.4 and 12) or an Order Form, fees are non-refundable and payment obligations are non-cancelable.

4.6 BYOLLM. Where Customer elects the bring-your-own-LLM (“BYOLLM”) option, Customer supplies and is responsible for its own large-language-model provider account and keys, and pays that provider directly for token consumption. Palanor charges only its platform fees for BYOLLM configurations and is not responsible for the Customer-provider relationship, its costs, or its availability.

5. Term & Termination

5.1 MSA Term. This Agreement begins on the Effective Date and continues for so long as any Order Form remains in effect, unless terminated earlier under this Section.

5.2 Subscription Term & Renewal. Each Order Form runs for its stated Subscription Term. Unless the Order Form states otherwise, Subscription Terms renew for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.3 Termination for Cause. Either party may terminate this Agreement or an affected Order Form if the other party materially breaches and fails to cure within thirty (30) days after written notice, or immediately upon the other party’s insolvency or bankruptcy.

5.4 Termination for Convenience. Either party may terminate for convenience only as and to the extent expressly permitted in an Order Form.

5.5 Effect of Termination. On expiration or termination, Customer’s access rights end and Customer will cease using the Services. Each party will return or destroy the other’s Confidential Information on request, subject to routine backup retention and legal-hold obligations.

5.6 Data Export. For thirty (30) days after expiration or termination, Palanor will make Customer Data and exportable Derived Signal available to Customer for export in a commercially reasonable format. After that window, Palanor may delete such data per the DPA and its retention practices.

5.7 Suspension. Palanor may suspend access, in whole or in part, on notice where (a) Customer’s account is materially past due and uncured per Section 4.4, (b) continued use poses a security or legal risk, or (c) Customer or an Authorized User breaches the AUP or the Terms. Palanor will limit any suspension in scope and duration to what is reasonably necessary and will restore access promptly once the cause is resolved.

6. Customer Responsibilities

6.1 Acceptable Use. Customer and its Authorized Users will use the Services in compliance with the AUP, the Terms, and applicable law.

6.2 Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data and for the means by which it connects its systems to the Services.

6.3 Lawful Basis. Customer represents that it has the rights and lawful basis necessary to provide Customer Data and to authorize Palanor’s read-only access to its connected systems.

6.4 Credentials & Security. Customer is responsible for safeguarding account credentials and for activity occurring under its account, except to the extent caused by Palanor’s breach of its security obligations.

6.5 Authorized-User Conduct. Customer will ensure its Authorized Users comply with this Agreement and is responsible for their acts and omissions as if they were Customer’s own.

7. Data Protection & Security

7.1 DPA. The DPA at palanor.com/dpa is incorporated by reference and governs Palanor’s processing of personal data within Customer Data. To the extent of a conflict regarding personal-data processing, the DPA controls.

7.2 Security Posture. Palanor maintains administrative, technical, and physical safeguards designed to protect Customer Data, including: encryption in transit (TLS) and at rest (AES-256); logical tenant isolation between customer environments; and read-only integrations with Customer’s connected systems.

7.3 Derived Signal, Not Raw Content. By design, Palanor extracts and stores Derived Signal rather than the raw transactional content of Customer’s systems of record. Palanor reads from those systems read-only and does not write back to them.

7.4 BYOLLM. Where Customer elects BYOLLM, inference is routed through Customer-controlled provider keys, so model-side processing occurs under Customer’s provider account. This option is available particularly for regulated industries.

7.5 Subprocessors. Palanor uses the subprocessors listed at palanor.com/subprocessors, under written terms consistent with this Agreement and the DPA. Palanor remains responsible for its subprocessors’ performance of the obligations it delegates to them.

7.6 Security Documentation. Palanor’s current controls and security documentation are published at palanor.com/security and reflect the then-current control set.

7.7 Breach Notification. Palanor will notify Customer of a personal-data breach in accordance with the timelines and procedures in the DPA.

8. Confidentiality

8.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, including the Services, Documentation, pricing, Order Forms, Derived Signal, and Customer Data.

8.2 Obligations. Recipient will (a) use Confidential Information solely to perform under this Agreement, (b) protect it with at least the care it uses for its own like information and no less than reasonable care, and (c) disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations no less protective than these.

8.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known without obligation of confidence, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction.

8.4 Compelled Disclosure. Recipient may disclose Confidential Information as required by law or legal process, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment.

8.5 Survival. These confidentiality obligations survive termination for three (3) years, and for trade secrets, for as long as the information remains a trade secret under applicable law.

9. Intellectual Property

9.1 Palanor IP. As between the parties, Palanor owns and retains all right, title, and interest in and to the Platform, the Numen agent, Palanor’s methodology, Custom Indices, Schemas, scoring engine, Documentation, and all related software, models, and intellectual property, including all improvements and derivative works.

9.2 Customer Data. As between the parties, Customer owns and retains all right, title, and interest in Customer Data. Customer grants Palanor a non-exclusive, worldwide license to process Customer Data solely to provide, secure, and support the Services and as otherwise permitted in this Agreement and the DPA.

9.3 Aggregated Data. Palanor may collect and use aggregated and de-identified data derived from use of the Services to operate, analyze, improve, and develop the Services, provided such data does not identify Customer, any Authorized User, or any individual and is not Customer Confidential Information.

9.4 Feedback. If Customer provides suggestions or feedback about the Services, Palanor may use it without restriction or obligation, and Customer grants Palanor a perpetual, irrevocable, royalty-free license to do so.

10. Warranties & Disclaimers

10.1 Service Warranty. Palanor warrants that it will perform the Services in a professional and workmanlike manner and that the Services will materially conform to the Documentation during the Subscription Term. Customer’s exclusive remedy for breach of this warranty is Palanor’s commercially reasonable efforts to correct the non-conformity or, failing that, termination of the affected Order Form and a pro-rated refund of pre-paid, unused fees for the affected Services.

10.2 Mutual Authority. Each party warrants that it has the authority to enter into and perform this Agreement.

10.3 Customer Warranty. Customer warrants that it has the rights necessary to provide Customer Data and to grant the access and licenses contemplated by this Agreement.

10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND PALANOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10.5 Decision-Support Nature. The Services provide predictive, scenario-based intelligence to support decisions. They are not a guarantee of outcomes and do not constitute legal, financial, investment, or other professional advice. Customer remains solely responsible for its decisions and actions, including any reliance on Derived Signal or Numen outputs.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, however caused and under any theory of liability, even if advised of the possibility.

11.2 Liability Cap. Except for the carve-outs in Section 11.3, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer under the applicable Order Form in the twelve (12) months preceding the event giving rise to the liability.

11.3 Carve-Outs. The exclusion in Section 11.1 and the cap in Section 11.2 do not apply to: (a) a party’s breach of its confidentiality obligations under Section 8; (b) the parties’ indemnification obligations under Section 12; (c) Customer’s payment obligations; or (d) a party’s gross negligence or willful misconduct.

11.4 Basis of the Bargain. The parties agree that these limitations are an essential basis of the bargain and apply notwithstanding the failure of any limited remedy.

12. Indemnification

12.1 By Palanor. Palanor will defend Customer against any third-party claim alleging that the Services, as provided by Palanor and used in accordance with this Agreement, infringe a third party’s intellectual property rights, and will indemnify Customer for damages and reasonable costs finally awarded or agreed in settlement. If the Services become, or Palanor believes may become, the subject of such a claim, Palanor may, at its option, procure the right to continue using the Services, modify or replace the affected component, or terminate the affected Order Form and refund pre-paid, unused fees. Palanor has no obligation for claims arising from (a) Customer Data, (b) modifications not made by Palanor, (c) combination of the Services with items not provided by Palanor, or (d) use in violation of this Agreement.

12.2 By Customer. Customer will defend Palanor against any third-party claim arising from Customer Data or from Customer’s or its Authorized Users’ use of the Services in violation of this Agreement, the AUP, the Terms, or applicable law, and will indemnify Palanor for damages and reasonable costs finally awarded or agreed in settlement.

12.3 Procedure. The indemnified party will (a) give prompt written notice of the claim, (b) grant the indemnifying party sole control of the defense and settlement (provided no settlement imposing liability or admission on the indemnified party is made without its consent, not unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party’s expense.

13. Insurance

Palanor maintains commercially reasonable insurance coverage appropriate to a company of its size and stage and to the nature of the Services. Upon written request, Palanor will provide a certificate of insurance summarizing its then-current coverage.

14. Governing Law & Disputes

14.1 Governing Law. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules.

14.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Colorado for any dispute not otherwise resolved, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15. General

15.1 Publicity. Neither party will use the other’s name or marks in publicity without prior written consent, except as expressly permitted in an Order Form.

15.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice.

15.3 Notices. Notices must be in writing and are effective on receipt, sent to the addresses stated in the Order Form, with email notice to legal@palanor.com for Palanor.

15.4 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, excluding payment obligations.

15.5 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

15.6 Severability & Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. A waiver is effective only if in writing.

15.7 Entire Agreement. This Agreement, together with the Order Forms, DPA, and Terms incorporated by reference, is the entire agreement and supersedes all prior or contemporaneous understandings on its subject matter. Any purchase order or vendor form terms are of no effect.

Questions about this Agreement: legal@palanor.com. Related documents: Terms of Service · Privacy Policy · Data Processing Agreement · E-Sign Consent · Subprocessors.