Master Services Agreement & Terms of Service

This Master Services Agreement and Terms of Service ("Agreement") is entered into between Vextral Digital LLC, d/b/a ADMT Ledger ("Company," "we," "us," or "our") and the entity or individual accepting these terms ("Customer," "you," or "your"). By accessing or using the ADMT Ledger platform (the "Service"), you agree to be bound by this Agreement. If you do not agree, do not use the Service.

1. Nature of the Service — NOT LEGAL ADVICE

2. Account Registration, Security, and Role Governance

You must provide accurate, current, and complete information during registration. You are responsible for safeguarding all account credentials and for all activity under your account. You must:

• Restrict the "Attestation Signer" role exclusively to authorized executive personnel (e.g., General Counsel, CHRO, CISO) who are legally empowered to make statutory declarations on behalf of your organization.
• Ensure all Attestation Signers have Multi-Factor Authentication (MFA) enabled at all times, as enforced by the platform.
• Maintain accurate role assignments that reflect your organization's actual authority structure.
• Immediately notify us of any unauthorized access to your account.

3. Subscription, Fees, and Payment

Access to certain features requires a paid subscription. Fees are billed in advance on a recurring basis (monthly or annually, as selected). All fees are non-refundable except as expressly provided herein. Failure to pay fees may result in immediate suspension or termination of your account. Trial periods provide temporary access; upon expiration, access to gated features will be restricted until a subscription is purchased.

4. Immutable Ledger and Data Integrity

A core feature of the Service is the Immutable Cryptographic Ledger, which cryptographically hashes and chains compliance events using SHA-256 and AES-256-GCM encryption. By design, records committed to the Ledger cannot be altered, modified, or deleted without breaking the cryptographic chain. You acknowledge and accept this architecture. If an error is recorded, your sole recourse is to append a new correcting event to the Ledger.

5. Executive Attestations and Perjury Declarations

The Service facilitates the generation of attestation documents that may contain declarations made "under penalty of perjury" pursuant to California law (CPPA § 7017). You acknowledge that:

• The Company provides the mechanism for generating and cryptographically signing these declarations. The Company does not draft, review, or validate the substance of the declarations.
• The individual who digitally signs an attestation bears sole personal and organizational responsibility for the accuracy and truthfulness of the statements contained therein.
• The Company shall have no liability whatsoever for any consequences arising from inaccurate, incomplete, or false attestations signed through the Service.

6. Integration and Third-Party Services

The Service may integrate with third-party platforms (e.g., Greenhouse, Lattice, Rippling). We are not responsible for the availability, accuracy, security, or data practices of these third-party services. You are responsible for ensuring you have the necessary rights, consents, and authorization to sync data between the Service and third-party platforms. Integration data is provided "as-is" and the Company makes no warranties regarding the completeness or accuracy of data obtained from third-party sources.

7. Limitation of Liability

8. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of this Agreement; (c) your violation of any applicable law or regulation; (d) any attestation, declaration, or submission made through the Service by you or your authorized users; or (e) any dispute between you and a third party (including regulatory bodies) relating to your compliance obligations.

9. Warranties and Disclaimers

10. Data Security and Processing

We implement industry-standard security measures including AES-256-GCM encryption at rest, TLS 1.3 in transit, and cryptographic hash chaining for data integrity. We maintain SOC 2 Type II-aligned controls. Customer data is processed solely for the purpose of providing the Service. We do not sell, share, or use Customer data for any purpose other than delivering the Service and as described in our Privacy Policy.

11. Data Retention and Termination

Upon termination of your subscription, we will retain your Ledger data in accordance with your subscription tier's specified retention period (Growth: 1 year; Mid-Market: 3 years; Enterprise: 7 years) solely for audit and regulatory continuity purposes. You may request a full data export at any time during your active subscription. After the retention period expires, all data will be permanently and irreversibly deleted.

12. Service Level Agreement

For paid subscriptions, the Company targets 99.9% monthly uptime for the Service (excluding scheduled maintenance windows). If the Service fails to meet this target in any calendar month, affected Customers may request a service credit equal to 5% of their monthly subscription fee for each full hour of downtime exceeding the target, up to a maximum credit of 30% of the monthly fee. Service credits are the sole and exclusive remedy for downtime.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California. The parties consent to the personal jurisdiction of such courts.

14. Modifications

We reserve the right to modify this Agreement at any time. Material changes will be communicated via email to the account owner at least thirty (30) days before taking effect. Continued use of the Service after the effective date of any modification constitutes acceptance of the modified terms.

15. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16. Entire Agreement

This Agreement, together with the Privacy Policy and Legal Disclaimer, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

For questions regarding this Agreement, please contact us at legal@admtledger.com.

This document was prepared for informational purposes and should be reviewed by your legal counsel before reliance. It does not constitute legal advice.