Master Services Agreement (MSA)

Konquered Ventures, LLC • Effective Date: October 25, 2025

Applies to: Konquered Ventures, LLC and all clients utilizing Konquered Technologies platforms, software, training, consulting, and hosted products (Konquered Live, OnDemand, Vaults, PM Console, APIs).

1. Overview & Scope

This Master Services Agreement (“Agreement”) governs all professional services, software subscriptions, and deliverables provided by Konquered Ventures, LLC (“Konquered,” “we,” or “us”) to the client (“Client,” “you”). Each project, subscription, or engagement may include a Statement of Work (“SOW”), order form, or subscription plan that references this Agreement. Together, these documents form the full contract between Konquered and the Client.

2. Structure of Relationship

• Konquered Ventures, LLC is the contracting entity and service provider.
• Konquered Technologies governs the hosting, software, infrastructure, and technical operations supporting these services.
• Each client relationship operates under a shared responsibility model defining data, performance, and compliance obligations.

3. Services

• Consulting, facilitation, and advisory engagements delivered by Konquered or its authorized partners.
• Access to software, portals, APIs, dashboards, and hosted systems under subscription or enterprise license.
• Workshops, events, and training delivered live or via Konquered Live / OnDemand.
• Integration and performance optimization services delivered via the Konquered Vaults and PM Console.

4. Client Responsibilities

• Provide timely access to information, personnel, and systems as needed for performance.
• Maintain accurate contact and billing information.
• Comply with applicable laws, regulations, and security controls for data within your organization.
• Ensure authorized use of software and adherence to usage limits defined in your subscription or SOW.

5. Fees & Payment

• Fees are specified in applicable order forms or SOWs.
• Payments are due upon receipt unless otherwise stated. Late balances may incur service suspension or a 1.5% monthly finance charge.
• All fees are exclusive of taxes; Client is responsible for all applicable sales, use, or VAT taxes.
• Subscription renewals occur automatically unless canceled per the applicable renewal clause.

6. Confidentiality & Data Handling

Each party agrees to protect confidential information with the same degree of care it uses for its own. All data handling follows Konquered’s Privacy Notice and Security Statement. Where PHI or regulated data is involved, the Business Associate Agreement (BAA) governs the additional HIPAA obligations.

7. Intellectual Property

• All preexisting IP, designs, methods, and frameworks developed by Konquered remain its sole property.
• Deliverables produced for the Client under an SOW are licensed—not sold—for internal business use.
• Client retains ownership of its proprietary data and content but grants Konquered a limited right to use such data for contract performance and de-identified analytics.

8. Security & Compliance

Konquered employs enterprise-grade controls for security, encryption, and identity management as described in the Security Statement. Clients are responsible for managing user access and endpoint security within their environments.

9. Limitation of Liability

To the maximum extent permitted by law, Konquered’s aggregate liability for all claims arising under this Agreement shall not exceed the total amount paid by the Client during the twelve (12) months preceding the event giving rise to the claim. Konquered shall not be liable for indirect, consequential, or special damages, including loss of revenue or data, business interruption, or reputational harm.

10. Term & Termination

• This Agreement begins on the effective date and continues until terminated in writing.
• Either party may terminate for material breach after a thirty (30)-day written notice and failure to cure.
• Upon termination, Client shall immediately discontinue use of all software and return or destroy any confidential materials.

11. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other from any claims or damages resulting from its own negligence, willful misconduct, or violation of law. Konquered’s indemnity obligations exclude claims arising from Client misuse or modification of products.

12. Warranties & Disclaimers

Konquered warrants that its services will be performed in a professional manner consistent with industry standards. Except as expressly provided, all services and software are provided “as is” without additional warranties, including implied warranties of merchantability or fitness for a particular purpose.

13. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond reasonable control, including natural disasters, labor disputes, acts of war, or network interruptions.

14. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Venue shall lie exclusively in Philadelphia County, Pennsylvania.

15. Entire Agreement

This Agreement, along with referenced documents (Privacy, Security, and BAA), constitutes the entire understanding between the parties and supersedes prior agreements, whether written or oral. No modification shall be valid unless made in writing and signed by both parties.

16. Contact

Konquered Ventures, LLC
[Address]
legal@ikonquer.com | security@ikonquer.com