Clypex Master Services Agreement (MSA)

This Master Services Agreement ("Agreement") governs the relationship between:

Together, referred to as the "Parties".

By creating an account, signing an order, or using any Clypex services, you agree to this Agreement.

1. Scope of Agreement

This Agreement defines the general terms under which Clypex provides access to its platform, infrastructure, and related services ("Services").

Additional documents may apply, including:

• Privacy Policy;
• Acceptable Use Policy;
• Data Processing Addendum (DPA);
• Billing Terms;
• API Terms;
• Product-specific addenda.

All such documents are incorporated into this Agreement.

2. When this Agreement Applies

This Agreement becomes effective when you:

• first use any Clypex Service;
• create an account;
• accept terms electronically;
• sign an order form or subscription.

No physical signature is required.

If you accept this Agreement on behalf of a company, you confirm you have authority to bind that entity.

3. Services Overview

Clypex provides software and infrastructure, which may include:

• SaaS platform access;
• store or product infrastructure;
• APIs and integrations;
• analytics and automation tools;
• extensions or add-ons.

Services may evolve over time. We may modify or discontinue features at any time.

4. Definitions (Simplified)

• Services - all products, tools, APIs, and infrastructure provided by Clypex.
• Order Form - a document defining pricing, scope, and subscriptions.
• Customer Data - data uploaded or processed by you.
• Third-Party Services - external tools not owned by Clypex.
• Affiliate - entity under common control (more than 50%).

5. Account and Access

To use the Services, you must:

• create an account;
• provide accurate and up-to-date information;
• maintain secure credentials.

You are responsible for:

• all activity under your account;
• protecting login credentials;
• compliance with applicable laws.

Clypex may suspend or terminate accounts that violate this Agreement.

6. Payments and Billing

Unless otherwise agreed:

• payments are made via card, bank transfer, or approved methods;
• fees are defined in your Order Form;
• all fees are non-refundable unless stated otherwise.

You agree to:

• keep payment details current;
• pay all applicable taxes;
• cover any unpaid balances immediately upon termination.

7. Security and Compliance

Account security

You are responsible for safeguarding access credentials.

Payment data

Clypex implements industry-standard security practices for handling payment-related data where applicable.

Platform security

We maintain reasonable technical and organizational measures to protect data, including secure infrastructure and monitoring.

Compliance responsibility

You are responsible for ensuring your own compliance, including PCI and local regulations, when using the Services.

8. Use Restrictions

You agree NOT to:

• reverse engineer or copy the platform;
• use Services for competitors or benchmarking;
• resell or sublicense access without permission;
• bypass security or abuse infrastructure;
• use Services unlawfully.

9. Customer Data

Ownership

You retain full ownership of your data.

License to Clypex

You grant Clypex a limited, non-exclusive license to:

• host and process your data;
• operate and improve Services;
• ensure functionality and integrations.

Responsibility

You are responsible for:

• legality of your data;
• obtaining necessary rights and consents.

10. Intellectual Property

Clypex retains all rights to:

• software;
• infrastructure;
• APIs;
• documentation;
• branding.

This Agreement grants limited usage rights only, not ownership.

11. Confidentiality

Both parties agree to protect confidential information.

Confidential information includes:

• technical data;
• pricing;
• business processes;
• security information.

Obligations:

• use only for purposes of this Agreement;
• protect with reasonable care;
• disclose only when legally required.

These obligations continue after termination.

12. Third-Party Services

Clypex may integrate third-party tools.

You acknowledge:

• Clypex does not control third-party services;
• their use is at your own risk;
• their terms apply separately.

We are not responsible for third-party data handling or failures.

13. Warranties Disclaimer

Services are provided:

"as is" and "as available."

Clypex does not guarantee:

• uninterrupted operation;
• error-free performance;
• specific outcomes.

All implied warranties are disclaimed to the extent permitted by law.

14. Indemnification

You agree to indemnify Clypex against claims arising from:

• your use of Services;
• your data;
• violations of law or third-party rights.

15. Limitation of Liability

To the maximum extent permitted by law:

• total liability is limited to fees paid in the last 12 months;
• Clypex is not liable for indirect or consequential damages;
• loss of profits, data, or business is excluded.

Some limitations may not apply depending on jurisdiction.

16. Term and Termination

Term

Applies for the duration of your subscription or use.

Termination

Either party may terminate:

• for breach, after notice and cure period;
• if required by law;
• at discretion, subject to agreement terms.

Effects

Upon termination:

• access is revoked;
• Services stop;
• outstanding payments become due;
• data may be deleted after a defined period.

17. Data Backup

Clypex may perform backups for operational purposes, but:

• we do not guarantee backup availability;
• you are responsible for your own backups.

18. Compliance (Anti-Corruption and Sanctions)

You agree to comply with:

• anti-corruption laws;
• sanctions and export controls;
• anti-money laundering laws.

You confirm you are not:

• on sanctions lists;
• operating in restricted jurisdictions, where applicable.

Violation may result in immediate termination.

19. Changes to Agreement

Clypex may update this Agreement.

We will notify via:

• email;
• dashboard;
• website updates.

Continued use means acceptance of changes.

20. General Terms

• This Agreement is the full agreement between parties.
• No waiver unless in writing.
• If one clause is invalid, others remain valid.
• No partnership or agency is created.

21. Governing Law

This Agreement is governed by the laws of the State of New York and applicable United States law.

Disputes are resolved in the courts of New York, NY, unless mandatory law requires otherwise.

22. Contact

LLC Clypex
1075 Brighton Beach Avenue, Brooklyn, NY, 11235
legal@clypex.com