Master Service Agreement (MSA)

This Master Service Agreement supplements the general Terms of Service for enterprise customers of RunAIAgents. Where an order form or enterprise plan references this MSA, this document governs alongside it.

1. Parties & scope

This MSA is between NoDowntime Technologies FZCO, a Free Zone Company established in the United Arab Emirates, Emirate of Dubai, operating the RunAIAgents service at runaiagents.io ("RunAIAgents", "we", "us", or "our"), and the enterprise customer identified on the applicable order or plan ("Customer"). It governs Customer's enterprise use of RunAIAgents. Individual orders, subscription plans, or statements of work entered into by Customer incorporate this MSA by reference.

2. Services & orders

We provide the services described in the applicable plan or order — a self-serve studio for building, running, and observing autonomous AI agents. We may improve, modify, or update the service over time, including features, integrations, and underlying model providers, provided such changes do not materially reduce the core functionality Customer has purchased for the remainder of a paid term.

3. Customer responsibilities

RunAIAgents is a self-serve tool. Customer builds, configures, and operates its own agents, and is solely responsible for: the behavior, output, and actions of the agents it builds; its authorized users and their use of the service; the data it submits to or processes through the service; and any infrastructure it connects via bring-your-own-key (BYOK) or bring-your-own-cloud (BYOC) configurations. Customer must ensure its use of the service complies with applicable law and any third-party terms governing connected models, tools, or infrastructure.

4. Fees & payment

Fees are as set out in Customer's selected plan or order. Fees are exclusive of applicable taxes, which Customer is responsible for unless we are required to collect them. Invoices are due per the terms stated on the order; amounts not paid when due may accrue late charges at the maximum rate permitted by law and may result in suspension of service after notice.

5. Confidentiality

Each party will protect the other's non-public confidential information with at least the same degree of care it uses for its own confidential information of a similar nature, and no less than reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed. Confidentiality obligations survive termination of this MSA.

6. Data protection

We process personal data in accordance with our Privacy Policy and, where applicable to Customer's use, the terms of our Data Processing Agreement.

7. Warranties & disclaimers

The service is provided "as is" and "as available." Except as expressly stated in the applicable order, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We make no warranty regarding the accuracy, reliability, or suitability of any output generated by AI agents built or run using the service.

8. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages. Each party's aggregate liability arising out of or related to this MSA is capped at the total fees paid by Customer in the 12 months preceding the event giving rise to the claim.

9. Indemnification

Each party will indemnify, defend, and hold harmless the other from third-party claims arising out of its own breach of this MSA, violation of applicable law, or (in Customer's case) the agents Customer builds or operates, the data Customer submits, or Customer's use of the service, in each case to the extent caused by the indemnifying party.

10. Term & termination

This MSA remains in effect for the term stated in the applicable order and any renewal terms. Either party may terminate for the other's uncured material breach, including non-payment, after written notice and a reasonable opportunity to cure. On termination, Customer's right to use the service ends, outstanding fees remain due, and each party remains bound by obligations that by their nature survive termination, including confidentiality and limitation of liability.

11. Governing law & disputes

This MSA is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The parties will first attempt to resolve any dispute in good faith through negotiation. If unresolved, the dispute is subject to the exclusive jurisdiction of the competent courts of Dubai, UAE.

12. General

Neither party may assign this MSA without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Notices should be sent via our contact page or the notice address on the applicable order. This MSA, together with the applicable order and our Terms of Service, constitutes the entire agreement between the parties on this subject. In the event of a conflict, the applicable order controls over this MSA, and this MSA controls over the general Terms of Service. If any provision of this MSA is held unenforceable, the remaining provisions remain in full effect.