Enterprise Order Form

Master Subscription Agreement

This Master Subscription Agreement (“MSA”) is incorporated into and made part of the Order Form above. Together they form the complete agreement between Kiln HR LLC d/b/a Marshal (“Marshal”) and Customer (each a “Party,” collectively the “Parties”).

1. Definitions

• “Authorized User”means an individual employee or contractor of Customer who is granted access to the Service by Customer’s administrator and who is subject to Customer’s policies.
• “Customer Data” means any data, content, or materials that Customer or its Authorized Users submit to, upload into, or generate using the Service, including case files, documents, interview transcripts, and investigation outputs.
• “Deliverable” means any work product Marshal produces specifically for Customer under a Statement of Work, as distinguished from the generally available Service.
• “Documentation”means Marshal’s standard user guides and technical documentation made available within the Service or at marshal.to.
• “Service” means the Marshal workplace investigation platform, including the web application, APIs, and any associated software provided by Marshal under this MSA and the Order Form.
• “Subscription Term” has the meaning given in the Order Form.

2. Subscription and Access

2.1 Grant of Access

Subject to Customer’s timely payment and compliance with this MSA, Marshal grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for the number of Authorized Users specified in the Order Form to access and use the Service solely for Customer’s internal HR investigation and employee relations purposes.

2.2 Restrictions

Customer shall not, and shall ensure its Authorized Users do not:

• License, sell, resell, sublicense, or otherwise make the Service available to any third party;
• Reverse engineer, decompile, or attempt to derive the source code of the Service;
• Use the Service to build a competing product or service, or to benchmark the Service for publication without Marshal’s prior written consent;
• Use the Service to process data in violation of applicable law, including unauthorized processing of protected health information subject to HIPAA;
• Transmit malicious code, interfere with or disrupt the Service, or attempt to gain unauthorized access to any system or data.

2.3 Administrator Responsibility

Customer is responsible for: (a) maintaining the confidentiality of Authorized User credentials; (b) all activity that occurs under Customer’s account; and (c) ensuring Authorized Users comply with this MSA. Customer shall notify Marshal promptly of any suspected unauthorized access.

3. Fees and Payment

3.1 Fees

Customer will pay the fees specified in the Order Form. All fees are stated in U.S. dollars. Committed seats are billed in advance; additional seats provisioned mid-term are billed on a pro-rated basis for the remainder of the current Subscription Term and then at the full committed rate thereafter.

3.2 Invoicing and Payment

Marshal will invoice Customer per the payment schedule in the Order Form. Undisputed invoices are due within the payment terms specified. Overdue amounts bear interest at the lesser of [EDIT: 1.5%] per month or the maximum rate permitted by law. Marshal may suspend access upon [EDIT: 10 days]’ written notice if any undisputed amount is more than [EDIT: 30 days] overdue.

3.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes arising from this MSA, except for taxes on Marshal’s net income. If Customer is required to withhold any tax, Customer will gross up payments so that Marshal receives the full invoiced amount.

3.4 Fee Adjustments

Marshal may adjust fees for renewal Subscription Terms by giving at least [EDIT: 60 days]’ written notice before the renewal date. Any adjustment takes effect at the start of the renewal term.

4. Intellectual Property

4.1 Marshal IP

Marshal retains all right, title, and interest in the Service, Documentation, Deliverables (except as expressly assigned in a Statement of Work), and any improvements, modifications, or derivative works. No rights are granted to Customer except as expressly stated in this MSA.

4.2 Customer Data

Customer retains all right, title, and interest in Customer Data. Customer grants Marshal a limited, non-exclusive license to process Customer Data solely to provide, maintain, and improve the Service during the Subscription Term, and to comply with legal obligations.

4.3 Feedback

If Customer provides feedback, suggestions, or ideas about the Service, Customer grants Marshal a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without any obligation or compensation to Customer.

4.4 AI-Generated Outputs

The Service uses artificial intelligence to assist in drafting investigation documents. Customer acknowledges that: (a) AI outputs are drafts for Authorized Users to review, edit, and take responsibility for; (b) Authorized Users retain final decision-making authority over all investigation determinations; and (c) Marshal makes no representation as to the accuracy, completeness, or legal sufficiency of AI-generated content.

5. Confidentiality

Each Party (“Receiving Party”) will: (a) hold the other Party’s confidential information in strict confidence using at least reasonable care; (b) not disclose it to third parties except to employees, contractors, and advisors who need it to perform under this MSA and are bound by comparable confidentiality obligations; and (c) use it only for the purposes of this MSA. Obligations of confidentiality survive termination for [EDIT: three (3) years]. Confidential information does not include information that is publicly known, rightfully obtained without restriction from a third party, independently developed, or required to be disclosed by law (with prompt notice to the other Party where permitted).

6. Data Protection

The processing of personal data by Marshal on Customer’s behalf is governed by the Data Processing Addendum (“DPA”), which is incorporated into this MSA by reference. In the event of conflict between this MSA and the DPA regarding data protection, the DPA controls.

7. Security

Marshal will implement and maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, consistent with the security measures described on Marshal’s Trust & Security page and the DPA. Marshal will notify Customer within [EDIT: 72 hours] of becoming aware of a confirmed security incident affecting Customer Data.

8. Service Levels and Support

Uptime commitments, incident response targets, maintenance windows, support tiers, and service credit terms are set out in the Service Level Agreement (“SLA”), incorporated into this MSA by reference. Enterprise Order Form customers are entitled to the Enterprise support tier described in the SLA.

9. Warranties

9.1 Marshal Warranties

Marshal warrants that:

• The Service will perform materially in accordance with the Documentation under normal use conditions;
• Marshal has the right to grant Customer the rights described in this MSA; and
• Marshal will not knowingly introduce malicious code into the Service.

9.2 Customer Warranties

Customer warrants that:

• It has the authority to enter into this MSA and to grant Marshal the rights over Customer Data necessary to provide the Service;
• It will use the Service in compliance with applicable law; and
• Customer Data does not infringe any third-party intellectual property rights or violate applicable law.

9.3 Disclaimer

Except as expressly stated in Section 9.1, the Service is provided “as is.” Marshal expressly disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Marshal does not warrant that the Service will be error-free or uninterrupted, or that AI-generated outputs will be accurate, complete, or legally sufficient for any purpose.

10. Indemnification

10.1 By Marshal

Marshal will defend Customer against any third-party claim that the Service, as provided by Marshal and used in accordance with this MSA, infringes a U.S. patent, copyright, trademark, or trade secret, and will pay any final judgment or settlement arising from such a claim. Marshal’s obligations do not apply to infringement claims arising from: (a) Customer Data; (b) modifications to the Service by Customer; (c) combination of the Service with third-party products or services not provided by Marshal; or (d) Customer’s use of the Service in violation of this MSA or applicable law.

10.2 By Customer

Customer will defend Marshal against any third-party claim arising from: (a) Customer Data, including that it infringes third-party intellectual property rights or violates applicable law; (b) Customer’s breach of this MSA; or (c) Customer’s use of the Service in violation of applicable law, and will pay any final judgment or settlement arising from such a claim.

10.3 Indemnification Process

Each indemnified Party will: (a) give the indemnifying Party prompt written notice of the claim; (b) grant the indemnifying Party sole control of the defense and settlement (provided any settlement does not impose liability on the indemnified Party without its consent); and (c) reasonably cooperate with the defense at the indemnifying Party’s expense.

11. Limitation of Liability

Neither Party’s aggregate liability to the other for any claims under or related to this MSA (whether in contract, tort, or otherwise) shall exceed the total fees paid or payable by Customer to Marshal in the [EDIT: 12 months] preceding the event giving rise to the claim.

Neither Party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, business, or goodwill, even if advised of the possibility of such damages.

The limitations in this Section do not apply to: (a) indemnification obligations under Section 10; (b) Customer’s payment obligations; (c) either Party’s breach of confidentiality obligations; or (d) either Party’s gross negligence or willful misconduct.

12. Term and Termination

12.1 Term

This MSA begins on the Order Date and continues until all Order Forms issued under it have expired or terminated.

12.2 Termination for Cause

Either Party may terminate this MSA (or any Order Form) immediately upon written notice if the other Party: (a) materially breaches this MSA and fails to cure that breach within [EDIT: 30 days] of receiving written notice; or (b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or assignment for the benefit of creditors.

12.3 Effect of Termination

Upon expiration or termination:

• All rights granted to Customer under the terminated Order Form cease immediately;
• Customer’s access to the Service will be disabled at the end of the Subscription Term (or immediately upon termination for cause);
• Marshal will make Customer Data available for export in a standard format for [EDIT: 30 days] following termination, after which Marshal may delete Customer Data subject to the retention obligations in the DPA;
• All accrued payment obligations survive termination.

12.4 Termination for Convenience

[EDIT: Include if Customer requires it: "Customer may terminate this MSA or any Order Form for convenience upon 60 days' written notice, subject to payment of all fees due through the end of the then-current Subscription Term." Enterprise buyers will push for this; negotiate based on deal size. Marshal should resist for annual terms absent a significant upfront payment.]

13. Professional Services

If the Order Form includes professional services (onboarding, configuration, or training), those services are governed by this MSA and any applicable Statement of Work (“SOW”) attached as an Exhibit. In the event of conflict between an SOW and this MSA, the SOW controls for the subject matter of the SOW. Professional services fees are in addition to subscription fees and are non-refundable unless otherwise stated in the SOW.

14. General

• Governing Law. This MSA is governed by the laws of the [EDIT: Commonwealth of Virginia], without regard to conflict-of-laws principles.
• Dispute Resolution. [EDIT: Binding arbitration administered by JAMS in [City, Virginia], with a single arbitrator; OR exclusive jurisdiction of state and federal courts in [City], Virginia — choose one and delete the other. If arbitration: include carve-out for injunctive relief.]
• Entire Agreement. This MSA, the applicable Order Form(s), the DPA, and the SLA constitute the entire agreement between the Parties regarding the Service and supersede all prior negotiations, representations, and agreements.
• Order of Precedence. In the event of a conflict between these documents, the Order Form controls, followed by this MSA, the DPA, and the SLA.
• Amendment. This MSA may be amended only by a written instrument signed by authorized representatives of both Parties, or by a subsequent Order Form that expressly modifies specific terms.
• Assignment.Neither Party may assign this MSA without the other’s prior written consent, except that Marshal may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations. Any purported assignment in violation of this Section is void.
• Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions remain in full force.
• No Waiver. Failure to enforce any provision is not a waiver of the right to enforce it in the future.
• Force Majeure. Neither Party is liable for failure to perform (other than payment obligations) due to causes beyond its reasonable control, provided it gives prompt written notice and uses reasonable efforts to resume performance.
• Notices. Legal notices must be in writing and delivered by email with confirmation of receipt or by courier to the addresses in the Order Form.
• Counterparts. This MSA may be executed in counterparts, including by electronic signature (DocuSign or equivalent), each deemed an original.

Executed as of the Order Date by duly authorized representatives of the Parties, as evidenced by the signatures on the Order Form above.

For enterprise sales inquiries and deal-specific Order Form execution, contact sales@marshal.to.