OFAC · UN · EU · UK sanctions screenedZero-retention AIGDPR · CCPA program

Legal · MSA

Master Services Agreement

Term, fees, IP, confidentiality, warranties, indemnities, limitations of liability, and termination.

MSA v1.0 · Self-attested

This is OilFlow Network’s standard form. Counsel review is in progress; this document is published self-attested so procurement teams can begin their review without waiting on us. Custom redlines are accepted in pilot agreements. Negotiated changes for executed contracts override anything written here. For the executed paper, contact legal@oilflow.us.

Master Services Agreement (MSA) — Template

DRAFT — TEMPLATE — FOR REVIEW BY INDEPENDENT LEGAL COUNSEL. This is a baseline template prepared for bank/insurer/trading-house compliance customers evaluating OilFlow Network's compliance APIs. Material terms (term length, fees, jurisdiction, indemnity caps) must be negotiated per-customer.

Effective Date: ___________________ Customer: ___________________ ("Customer") Provider: OilFlow Network, Inc. ("OilFlow")

1. Definitions

1.1 "Services" means OilFlow's hosted compliance APIs and any bundled documentation, namely: (a) Regulatory Matrix API (SKU #1); (b) Counterparty KYC-as-API (SKU #2); (c) Scam Cluster Intelligence Feed (SKU #3); and (d) Trade-Compliance Workflow Suite (SKU #4), as further described in the Order Form.

1.2 "Order Form" means a separately executed schedule referencing this MSA that specifies which SKUs Customer subscribes to, the fees, term, and any SKU-specific terms.

1.3 "Customer Data" means data Customer submits to the Services, including counterparty names, director lists, and identifiers used for screening.

1.4 "Output" means structured results returned by the Services (e.g., sanctions match status, cluster match results, regulatory tradability determinations).

1.5 "Documentation" means the API reference and operational guides at https://oilflow.us/api-docs.

2. Grant of Rights

2.1 During the Term and subject to Customer's compliance with this MSA and the applicable Order Form, OilFlow grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer's internal business purposes.

2.2 Customer may incorporate Output into its own compliance workflows, audit logs, and reports — including those it provides to its own regulators — provided Customer does not resell or redistribute raw Output as a standalone product.

3. Customer Obligations

3.1 Customer shall (a) use the Services only as expressly permitted; (b) keep API keys confidential; (c) not attempt to reverse-engineer the Services; (d) not use the Services in a way that violates any law or the OilFlow Acceptable Use Policy.

3.2 Customer shall obtain all consents necessary under applicable data protection laws to submit Customer Data to the Services.

4. Fees and Payment

4.1 Fees are set out in the Order Form. Unless stated otherwise, fees are invoiced monthly in arrears for usage-based SKUs and quarterly in advance for seat-based SKUs. Net 30 from invoice date.

4.2 Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

5. Service Levels

5.1 OilFlow shall provide the Services in accordance with the Service Level Agreement at https://oilflow.us/legal/sla, including a 99.5% monthly uptime commitment with service credits as the exclusive remedy for SLA shortfalls.

6. Data Protection and Security

6.1 The parties shall execute a Data Processing Addendum ("DPA") in the form at https://oilflow.us/legal/dpa, which forms part of this MSA.

6.2 OilFlow shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including the controls described in OilFlow's Vendor Due Diligence Response (available on request, NDA in place).

7. Confidentiality

7.1 Each party shall protect the other's Confidential Information with the same degree of care it uses for its own Confidential Information of similar sensitivity, and no less than a reasonable standard of care.

7.2 The obligations in Section 7.1 survive termination for five (5) years, except for trade secrets which survive in perpetuity.

8. Intellectual Property

8.1 As between the parties, OilFlow owns all right, title, and interest in the Services, Documentation, and any improvements thereto, excluding Customer Data.

8.2 Customer owns Customer Data. Customer grants OilFlow a limited, non-exclusive license to process Customer Data solely as necessary to provide the Services.

8.3 OilFlow may collect and use aggregated, de-identified usage statistics to improve the Services. OilFlow will not publish, sell, or share any data that could be used to re-identify Customer or any individual.

9. Representations and Warranties

9.1 Each party represents that it has the authority to enter this MSA and that performance will not breach any other obligation.

9.2 OilFlow warrants that the Services will perform substantially in accordance with the Documentation. Customer's sole remedy for breach of this warranty is the SLA service credit regime.

9.3 EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." OILFLOW DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.4 Compliance disclaimer. The Services are decision-support tools that surface sanctions matches, cluster intelligence, and regulatory rules. Customer remains solely responsible for the legal and regulatory determinations it makes based on Output. OilFlow does not provide legal, financial, or regulatory advice.

10. Indemnification

10.1 OilFlow shall defend Customer against third-party claims that the Services, as provided, infringe a US patent, copyright, or trademark.

10.2 Customer shall defend OilFlow against third-party claims arising from Customer Data or Customer's misuse of the Services.

10.3 Indemnification is conditional on prompt notice, sole control of defense by the indemnifying party, and reasonable cooperation.

11. Limitation of Liability

11.1 EXCEPT FOR (A) BREACH OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) AMOUNTS OWED, AND (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS MSA IS LIMITED TO THE FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE CLAIM.

11.2 NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY.

12. Term and Termination

12.1 This MSA commences on the Effective Date and continues until all Order Forms have expired or terminated.

12.2 Either party may terminate this MSA for the other party's uncured material breach (30 days' notice for breaches other than non-payment; 10 days for non-payment).

12.3 On termination, Customer's access to the Services ceases. OilFlow will provide a final export of Customer's audit log on request within 30 days.

13. Governing Law and Disputes

13.1 This MSA is governed by the laws of the State of Delaware, USA, excluding conflict-of-law principles.

13.2 Disputes shall be resolved by binding arbitration in Wilmington, Delaware, under the AAA Commercial Arbitration Rules, except either party may seek injunctive relief in any court of competent jurisdiction for breach of confidentiality or IP rights.

14. Miscellaneous

14.1 Entire agreement. This MSA, the DPA, the SLA, and the Order Forms constitute the entire agreement between the parties.

14.2 No assignment without consent, except in connection with a merger, acquisition, or sale of substantially all assets.

14.3 Notices must be in writing to the addresses on the signature page; email to legal@oilflow.us is sufficient for routine notices.

14.4 Severability. If any provision is found unenforceable, the rest of the MSA remains in effect.

14.5 No waiver. Failure to enforce a provision is not a waiver.

[Customer signature block] [OilFlow signature block]

DPAMSASLAAUPSub-processorsSecurityPrivacyTerms