MASTER SERVICE AGREEMENT
Effective Date: 26 December, 2024
Version: 1.0

This Master Service Agreement (the “Agreement”) is entered into by and between Sphinx (“Company”) and the customer or entity agreeing to these terms (“Customer”). By accessing or using the Company’s services, the Customer agrees to the terms of this Agreement.

1. Scope of Services

1.1 Services Provided:
Sphinx provides compliance-related services, including but not limited to KYC/KYB data API, adverse media screening, PEP and sanctions checks, and UBO verification (the “Services”).

1.2 Service Level Commitments:
The Company shall make reasonable efforts to ensure the availability and performance of the Services, in line with the SLA outlined in Appendix A.

2. Customer Obligations

2.1 Use of Services:
The Customer agrees to use the Services in compliance with all applicable laws, regulations, and the Company’s Terms of Service.

2.2 Data Sharing:
The Customer warrants that any data shared with Sphinx for processing complies with applicable privacy and security laws.

3. Fees and Payment Terms

3.1 Pricing:
Fees for Services are outlined in the attached Order Form.

3.2 Payment Terms:
Invoices are due within 30 days of receipt. Late payments are subject to a [X]% monthly interest charge.

4. Confidentiality

4.1 Confidential Information:
Both parties agree to protect each other’s confidential information and use it solely for the purpose of fulfilling obligations under this Agreement.

5. Data Protection and Security

5.1 Security Measures:
Sphinx implements industry-standard security measures to protect Customer data. Detailed security information is available on our Security Information page.

5.2 Data Privacy:
Sphinx complies with applicable data protection laws, including GDPR and CCPA, as outlined in our Privacy Policy.

6. Term and Termination

6.1 Term:
This Agreement remains in effect until terminated by either party.

6.2 Termination for Cause:
Either party may terminate this Agreement upon written notice if the other party materially breaches any terms and fails to cure such breach within 30 days.

7. Limitation of Liability

To the maximum extent permitted by law, Sphinx’s total liability under this Agreement is limited to the fees paid by the Customer in the preceding 12 months.

8. General Provisions

8.1 Governing Law:
This Agreement is governed by the laws of California.

8.2 Amendments:
Sphinx reserves the right to update this Agreement. Customers will be notified of changes 30 days in advance.

Appendix A: Service Level Agreement (SLA)

  1. Uptime Commitment: Sphinx guarantees 99.5% uptime for its Services.

  2. Support Response Times:

    • High Priority: Response within 2 hours.

    • Medium Priority: Response within 1 business day.

    • Low Priority: Response within 3 business days.

Appendix B: Data Processing Agreement (DPA)

  1. Scope: This DPA governs the processing of personal data shared with Sphinx.

  2. Subprocessors: A list of subprocessors is maintained on the Security Information page.

Contact Information
For questions or concerns regarding this Agreement:
Email: support@sphinxlabs.ai