Enterprise Master Service Agreement

Vestry ingests Customer-supplied content (audio, video, written documents, web pages), transcribes audio/video into text, splits the result into searchable segments, generates vector embeddings for retrieval, and serves AI-generated answers to end-user questions via an embeddable web widget and a per-customer Model Context Protocol (MCP) endpoint. Vestry operates the underlying infrastructure on the sub-processors listed in the DPA. Vestry acts only as a processor of Customer Content and exercises no editorial control over the underlying material.

The initial term is twelve (12) months from the order-form effective date for the “annual” billing election, or one (1) month for the “monthly” billing election. The Agreement does not auto-renew. Customer renews by executing a new order form or by paying a renewal invoice before the current term ends. Service continues during a brief grace window after expiration; once the grace window ends, Vestry may pause Service until renewal is paid.

Customer pays the fees stated on the order form. Fees are invoiced through Stripe and due on receipt unless the order form specifies a Net-30 schedule. Fees do not include taxes or duties, which Customer is responsible for, except for taxes based on Vestry's income. Unpaid balances accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.

Each tier carries an annual query allowance (the “Allowance”) stated on the order form. If Customer's answered-question volume reaches the Allowance within a contract period, Vestry will notify Customer and may pause further answers until Customer either upgrades the tier or accepts a per-question overage rate. The Allowance is institution-wide; it does not impose a per-user cap.

“Customer Content” means the content Customer uploads or authorizes Vestry to ingest, plus the listener questions submitted to Customer's embed widget, plus the answers generated by Vestry that incorporate Customer Content. Customer retains all right, title, and interest in Customer Content. Customer grants Vestry a non-exclusive, worldwide, royalty-free license to host, transcribe, embed, retrieve, and display Customer Content solely to provide the Service for Customer's benefit during the term.

Customer warrants that it owns or has the rights necessary to grant the above license, that the Customer Content does not infringe any third party's intellectual- property, privacy, publicity, or other rights, and that the Customer Content complies with applicable law. Customer is solely responsible for the accuracy and lawfulness of the Customer Content; Vestry does not pre-screen, edit, or otherwise validate the underlying material.

Vestry maintains a takedown process for claims that Customer Content infringes a third party's intellectual-property rights or otherwise violates law. A complainant may submit a written notice to legal@vestryai.com identifying (a) the specific Customer Content alleged to be infringing, (b) the basis of the claim, (c) the complainant's contact information, and (d) a good-faith statement of belief, under penalty of perjury, that the use is unauthorized. Vestry will (i) remove or disable access to the identified content within a commercially reasonable time, (ii) notify Customer with the substance of the notice, and (iii) provide a mechanism for Customer to submit a counter-notice. Vestry does not adjudicate ownership; it only restores or maintains access as the parties direct or as a court of competent jurisdiction orders. Customer agrees to indemnify Vestry for losses arising from third-party content disputes, subject to the caps in Section 12.

When Vestry processes payments to Customer (revenue share, royalties, or other disbursements provided for in the order form), Vestry may withhold all or part of an otherwise-due payout (a “Payout Holdback”) during the pendency of: (a) a chargeback or refund request initiated by an end user; (b) a takedown notice or other dispute over Customer Content; (c) an investigation by Vestry, a payment processor, or a regulator into suspected fraud, mis-attribution, or policy violation; or (d) any other event reasonably likely to give rise to a refund or adjustment. Vestry will, within a reasonable time after the underlying matter is resolved, release the held amount to Customer to the extent it is not required to satisfy refunds, chargebacks, or third-party claims arising from Customer Content or Customer's use of the Service. Vestry will provide Customer with itemized notice of any Payout Holdback on request.

Vestry retains all right, title, and interest in the Service itself, including the ingestion pipeline, retrieval algorithms, embed widget, MCP server, dashboards, and any improvements thereto. No Customer rights to the Service arise except the limited right to use the Service during the term as stated in this Agreement.

Vestry may collect aggregate, de-identified operational metrics (e.g., total queries served, cache hit rate, latency percentiles) to operate and improve the Service. Vestry will not use Customer Content to train general-purpose models without separate written authorization from Customer.

Each party will protect the other party's confidential information using at least the same care it uses for its own confidential information, but no less than reasonable care. Customer Content and the terms of this Agreement are Customer's confidential information. The Service's technical implementation and operational metrics are Vestry's confidential information. Either party may disclose confidential information when required by law, after giving the other party reasonable notice when permitted to do so.

The DPA at /legal/dpa governs Vestry's processing of personal data on Customer's behalf, including the sub-processor list, security measures, breach notification, and international transfers. The Privacy Policy at /legal/privacy governs Vestry's processing of personal data as an independent controller.

The Service uses large-language models from third-party providers (currently Anthropic and OpenAI; see the DPA for the live list) to generate answers grounded in Customer Content. AI-generated text can be incorrect, incomplete, or misleading. Vestry does not guarantee the accuracy of any answer. Customer is responsible for setting end-user expectations and for any decisions made in reliance on Service output. The widget shows citations alongside answers so end users can verify against the underlying Customer Content.

Vestry will use commercially reasonable efforts to make the Service available with at least 99.5% monthly uptime, measured at the embed widget and MCP endpoints, excluding scheduled maintenance and force-majeure events. Customer's sole remedy for missed uptime is a pro-rated service credit applied to the next renewal invoice. Support is provided via email at legal@vestryai.com during US business hours.

Each party warrants that it has the authority to enter this Agreement. Vestry warrants that the Service will perform materially in accordance with its documentation. Except as expressly stated, the Service is provided “as is” and Vestry disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or trade usage.

EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES CUSTOMER PAID TO VESTRY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

Vestry will defend Customer against third-party claims that the Service, as provided by Vestry, infringes a third party's intellectual-property rights, and will pay any damages or settlement Vestry agrees to in writing. Customer will defend Vestry against third-party claims arising from the Customer Content, including claims of copyright, trademark, defamation, privacy, publicity, or violation of law by Customer Content. Each party's indemnification obligation is conditioned on the indemnified party giving prompt written notice of the claim, granting the indemnifying party sole control of the defense and settlement (provided no settlement requires an admission of fault or an unpaid obligation of the indemnified party without consent), and providing reasonable cooperation. Indemnification obligations are subject to Section 12.

Either party may terminate this Agreement for material breach that is not cured within thirty (30) days of written notice. On termination, Customer's right to use the Service ends, Vestry will delete Customer Content from production systems within thirty (30) days (subject to backup retention defined in the DPA), and Customer will pay any fees outstanding through the termination date.

This Agreement is governed by the laws of Delaware, USA, excluding its conflict-of-laws rules. The parties consent to exclusive jurisdiction in the state and federal courts located in Delaware, USA for any dispute that is not subject to arbitration. Either party may seek equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

This Agreement (including the DPA and the applicable order form) is the entire agreement between the parties on its subject matter and supersedes prior negotiations. No party may assign this Agreement without the other party's consent, except to a successor in interest in a merger, acquisition, or sale of substantially all assets. If any provision is held unenforceable, the rest remains in effect. Notices to Vestry must be sent to legal@vestryai.com.