Master License and Services Agreement

1STPROTECT MASTER LICENSE AND SERVICES AGREEMENT
Last updated: July 19, 2026 URL: https://1stprotect.ai/legal/mlsa
This Master License and Services Agreement (this “Agreement”) is entered into between 1stProtect Corp., a Delaware corporation with its principal place of business in San Francisco, California (“1stProtect” or “we”), and the entity identified in an Order or other transaction document referencing this Agreement (“Customer” or “you”). 1stProtect and Customer are each a “Party” and collectively the “Parties.”
By accessing or using the Software Platform, by clicking “I accept,” by executing an Order that references this Agreement, or by allowing Customer’s authorized users to do any of the foregoing, Customer agrees to be bound by this Agreement.

1. Definitions
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting equity interests of the entity.
1.2 “Authorized User” means an employee, contractor, or agent of Customer or its Affiliates who is authorized by Customer to access and use the Software Platform on Customer’s behalf.
1.3 “Customer Data” means electronic data and information submitted by or for Customer to the Software Platform, including telemetry, configuration data, and forensic snapshots derived from Customer’s IT environment.
1.4 “Documentation” means the technical documentation, specifications, user guides, and operating manuals for the Software Platform that 1stProtect makes available to Customer through its Partner Portal, customer portal, or other authorized channels.
1.5 “Endpoint” means a computing device — including without limitation a server (physical or virtual), workstation, laptop, container, virtual machine, Kubernetes node, or industrial control system — on which a Sensor is installed.
1.6 “Order” means a written ordering document (including a purchase order, quote, or order form) executed by Customer and 1stProtect (or by Customer and an authorized 1stProtect distributor or reseller) that references this Agreement and identifies the Software Platform components, Sensor counts, Subscription Term, and fees.
1.7 “Sensor” means an instance of the 1stProtect SIGMA engine (including its 22 Protect modules) deployed on an Endpoint pursuant to a license granted under an Order.
1.8 “Software Platform” means the 1stProtect unified runtime enforcement platform, including the SIGMA engine, the 22 Protect modules (including without limitation CredentialProtect, IdentityProtect, ADProtect, RansomProtect, WiperProtect, DataProtect, ExfilProtect, DeviceProtect, CallChainProtect, InjectProtect, AppProtect, BrowserProtect, URLProtect, RootProtect, SelfProtect, and ShellProtect), the on-host MCP Server, the customer portal, and any updates, upgrades, modifications, and Documentation made available by 1stProtect. As more features are added they are automatically covered by this agreement.
1.9 “Subscription Term” means the term of Customer’s subscription to the Software Platform as specified in the Order.
1.10 “Telemetry” means security-event metadata generated by the SIGMA engine, including detection events, policy enforcement actions, system call chain summaries, and forensic snapshots.
2. Access and Use Rights
2.1 License Grant. Subject to Customer’s compliance with this Agreement and payment of all applicable fees, 1stProtect grants Customer a non-exclusive, non-transferable, non-sublicensable (except to Authorized Users), worldwide right during the Subscription Term to (a) install and use the Sensor on the number of Endpoints purchased under the Order, (b) access and use the Software Platform for Customer’s internal business purposes, and (c) access and use the Documentation in connection with the foregoing.
2.2 Affiliates. Customer may permit its Affiliates to access and use the Software Platform under this Agreement, provided that Customer remains responsible for each Affiliate’s compliance with this Agreement.
2.3 Updates. 1stProtect may, from time to time, issue updates to the Software Platform that contain bug fixes, security patches, performance improvements, or new features. Customer is responsible for installing updates in a reasonably timely manner. 1stProtect supports the most recent generally available version of the Software Platform and the two immediately superseded versions.
2.4 Cross border sales. Cross border sales is prohibited unless specifically authorized by agreement, licenses are restricted to regions permitted by 1stProtect and can be revoked if found to be installed in unapproved regions.
3. Restrictions
Customer shall not, and shall not permit, directly or indirectly,  any Authorized User or third party to:
	•	reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying ideas, algorithms, or structure of the Software Platform, except to the extent (and only to the extent) such restriction is prohibited by applicable law;
	•	modify, translate, or create derivative works of the Software Platform or the Documentation;
	•	rent, lease, lend, sell, redistribute, sublicense, or transfer the Software Platform, or use the Software Platform for the benefit of any third party (including for outsourcing, service-bureau, time-sharing, or managed-service-provider use), except as expressly permitted by a separate written agreement with 1stProtect;
	•	circumvent or disable any technical protection, license-management, telemetry, or security feature of the Software Platform;
	•	remove or obscure any proprietary notices, branding, or labels on the Software Platform or the Documentation;
	•	use the Software Platform to develop, train, or improve any product or service that is competitive with the Software Platform, or to benchmark the Software Platform for the purpose of publication;
	•	deploy more Sensors than the number purchased under an Order; or
	•	use the Software Platform in violation of applicable law, including export-control, sanctions, privacy, and data-protection laws.
4. Customer Obligations
4.1 Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users and shall ensure that each Authorized User complies with this Agreement. Customer shall promptly notify 1stProtect of any unauthorized access to or use of the Software Platform.
4.2 Operating Environment. Customer is responsible for procuring and maintaining the hardware, operating systems, network connectivity, and other infrastructure required to operate the Software Platform in accordance with the Documentation.
4.3 Customer Inputs. Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and for the means by which Customer acquired Customer Data. Customer represents and warrants that it has all rights necessary to submit Customer Data to the Software Platform and to authorize 1stProtect to process Customer Data as contemplated by this Agreement.
5. Fees and Payment
5.1 Fees. Customer shall promptly pay the fees specified in the Order. All fees are non-refundable except as expressly stated in this Agreement. 
5.2 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes (other than taxes on 1stProtect’s net income).
5.3 Late Payments. Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. 1stProtect may suspend access to the Software Platform if any undisputed amount is more than thirty (30) days past due, after providing at least ten (10) days’ prior written notice.
5.4 Distributor / Reseller Orders. Where Customer purchases through an authorized 1stProtect distributor or reseller, Customer’s fee obligations are owed to that distributor or reseller, not to 1stProtect. This Agreement nonetheless governs Customer’s right to use the Software Platform.
6. Audit
6.1 1stProtect may, on at least thirty (30) days’ prior written notice and not more than once per calendar year, audit Customer’s deployment of the Software Platform (including Sensor counts) for compliance with this Agreement. Audits shall be conducted during regular business hours and in a manner that does not unreasonably interfere with Customer’s operations.
6.2 If an audit reveals that Customer has deployed Sensors in excess of those purchased, Customer shall promptly purchase the additional Sensors at then-current list prices, retroactive to the start of the deployment, and shall reimburse 1stProtect’s reasonable audit costs if the over-deployment exceeds five percent (5%) of the licensed Sensor count.
7. Data Collection and Use
7.1 Telemetry. The Software Platform generates Telemetry as part of its core enforcement function. By default, the SIGMA engine processes Telemetry locally on the Endpoint, and only confirmed detection events (not raw payload contents) are transmitted to 1stProtect’s cloud infrastructure for dashboard display, alerting, and aggregated threat intelligence. Customer may configure additional telemetry settings via the customer portal.
7.2 Use of Telemetry. 1stProtect uses Telemetry to (a) provide and operate the Software Platform for Customer, (b) detect, prevent, and respond to security incidents, (c) maintain and improve the Software Platform’s detection engines (including aggregated threat-intelligence signatures derived from de-identified Telemetry), and (d) comply with legal obligations.
7.3 Aggregated Data. 1stProtect may compile statistical, aggregated, or de-identified data derived from Telemetry (“Aggregated Data”), provided that Aggregated Data does not identify Customer, any Authorized User, or any individual. 1stProtect retains all rights in Aggregated Data and may use it for any lawful business purpose.
7.4 No Inspection of Payload Content. Except where Customer explicitly configures the Software Platform for data-loss-prevention (DLP) inspection of specific data streams, 1stProtect does not inspect, store, or transmit the contents of Customer Data files or network payloads.
8. Data Privacy and Security
8.1 Security Measures. 1stProtect maintains a written information security program with administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. 1stProtect’s security program includes, at a minimum, AES-256 encryption at rest, TLS 1.3 encryption in transit, role-based access controls, security incident response procedures, and the controls required to maintain its SOC 2 Type II attestation and ISO 27001 certification.
8.2 Data Processing Addendum. To the extent that 1stProtect processes personal data on Customer’s behalf, the parties’ respective rights and obligations are governed by the 1stProtect Data Processing Agreement available at https://1stprotect.ai/legal/dpa, which is incorporated into this Agreement by reference.
8.3 Security Incident Notification. 1stProtect shall notify Customer without undue delay (and in any event within seventy-two (72) hours) after becoming aware of any actual or reasonably suspected unauthorized acquisition of Customer Data in 1stProtect’s custody.
8.4 Data Residency. Customer Telemetry is processed in the geographic region selected by Customer at the time of provisioning, where regional options are made available. 1stProtect publishes data-residency information at https://1stprotect.ai/legal/data-residency.
9. Confidentiality
9.1 Definition. “Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that, given the nature of the information and the circumstances of disclosure, a reasonable person would understand to be confidential. The Software Platform, Documentation, pricing, technical architecture, and detection logic are 1stProtect’s Confidential Information. Customer Data is Customer’s Confidential Information.
9.2 Obligations. Recipient shall (a) use Confidential Information only for purposes of performing under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like nature (and in no event less than reasonable care), and (c) limit access to Confidential Information to its and its Affiliates’ personnel who have a need to know and are bound by confidentiality obligations no less protective than those in this Section 9.
9.3 Exclusions. Confidential Information does not include information that (a) was rightfully in Recipient’s possession without a confidentiality obligation prior to disclosure, (b) is or becomes publicly available without breach of this Agreement, (c) is rightfully received from a third party without a confidentiality obligation, or (d) is independently developed by Recipient without reference to Discloser’s Confidential Information.
9.4 Compelled Disclosure. Recipient may disclose Confidential Information if required by law, regulation, or valid legal process, provided that (where legally permitted) Recipient gives Discloser prompt written notice and reasonable cooperation in seeking protective relief.
9.5 Survival. Confidentiality obligations survive termination of this Agreement for five (5) years; provided that obligations with respect to trade secrets continue for so long as the information qualifies as a trade secret under applicable law.
10. Warranties and Disclaimers
10.1 Mutual Warranty. Each Party represents and warrants that (a) it has the legal authority to enter into this Agreement and (b) its performance under this Agreement will not violate applicable law or any agreement to which it is a party.
10.2 1stProtect Warranty. 1stProtect warrants that, during the Subscription Term, the Software Platform will perform materially in accordance with the Documentation. As Customer’s sole and exclusive remedy for breach of this warranty, 1stProtect shall use commercially reasonable efforts to correct the non-conformity; if 1stProtect is unable to do so within thirty (30) days, Customer may terminate the affected Order and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.
10.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE SOFTWARE PLATFORM AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND 1STPROTECT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. 1STPROTECT DOES NOT WARRANT THAT THE SOFTWARE PLATFORM WILL DETECT, PREVENT, OR RESPOND TO ALL SECURITY THREATS, OR THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT NO SECURITY PRODUCT IS CAPABLE OF DETECTING OR PREVENTING ALL ATTACKS.
11. Indemnification
11.1 By 1stProtect. 1stProtect shall defend Customer against any third-party claim alleging that the Software Platform, as provided by 1stProtect and used in accordance with this Agreement and the Documentation, infringes or misappropriates the third party’s patent, copyright, trademark, or trade secret rights, and shall pay damages and costs (including reasonable attorneys’ fees) finally awarded against Customer or agreed in settlement, provided that Customer (a) promptly notifies 1stProtect in writing of the claim, (b) gives 1stProtect sole control of the defense and settlement, and (c) provides reasonable cooperation. If the Software Platform is held to infringe (or 1stProtect believes it likely will be), 1stProtect may, at its option, (i) procure the right for Customer to continue using it, (ii) modify it to be non-infringing while retaining substantially equivalent functionality, or (iii) terminate the affected Order and refund prepaid unused fees.
11.2 Exclusions. 1stProtect has no obligation under Section 11.1 for claims arising from (a) Customer’s modification of the Software Platform, (b) combination of the Software Platform with products or technology not provided by 1stProtect where the claim would not have arisen but for the combination, (c) use of a superseded version after 1stProtect has provided a non-infringing update, or (d) use of the Software Platform contrary to the Documentation or this Agreement. THIS SECTION 11 STATES 1STPROTECT’S SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR INFRINGEMENT CLAIMS.
11.3 By Customer. Customer shall defend 1stProtect against any third-party claim arising from (a) Customer Data, (b) Customer’s breach of Section 3 (Restrictions) or Section 4.3 (Customer Inputs), or (c) Customer’s use of the Software Platform in violation of applicable law, and shall pay damages and costs (including reasonable attorneys’ fees) finally awarded or agreed in settlement, subject to reciprocal notice, control, and cooperation conditions.
12. Limitation of Liability
12.1 Excluded Damages. EXCEPT FOR LIABILITY ARISING UNDER SECTION 9 (CONFIDENTIALITY), SECTION 11 (INDEMNIFICATION), OR FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Cap. EXCEPT FOR LIABILITY ARISING UNDER SECTION 9 (CONFIDENTIALITY), SECTION 11 (INDEMNIFICATION), OR FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, 1ST PROTECTS TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE CUSTOMERS LIABILITY SHALL BE UNCAPPED.
12.3 Application. The limitations in this Section 12 apply regardless of the form of action (contract, tort, statute, or otherwise) and notwithstanding the failure of essential purpose of any limited remedy.
13. Term and Termination
13.1 Term. This Agreement is effective on the date Customer first accepts it (electronically or by executing an Order that references it) and continues until all Subscription Terms have expired or this Agreement is terminated.
13.2 Termination for Cause. Either Party may terminate this Agreement (and all Orders) upon written notice if the other Party (a) materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice of the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.
13.3 Effect of Termination. Upon termination, (a) Customer’s rights to access and use the Software Platform cease, (b) Customer shall delete or uninstall all copies of the Software Platform, (c) each Party shall return or destroy the other’s Confidential Information at the other’s request, and (d) any fees accrued prior to termination remain payable. Sections 1, 3, 5 (with respect to amounts owed), 7.3, 8.3, 9, 10.3, 11, 12, 13.3, and 14 survive termination.
14. General
14.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, conducted in San Francisco, California, before a single arbitrator. Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Each Party waives any right to participate in a class, collective, or representative action.
14.3 Export Compliance. The Software Platform is subject to U.S. export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and the Office of Foreign Assets Control (OFAC) sanctions programs. Customer shall comply with all applicable export laws and shall not (a) export, re-export, or transfer the Software Platform to any country, person, or entity prohibited by U.S. law, or (b) use the Software Platform for any purpose prohibited by U.S. law, including the development of weapons of mass destruction.
14.4 Anti-Corruption. Each Party represents that, in connection with this Agreement, it has not and will not offer, promise, or pay anything of value to any government official or other person for the purpose of obtaining or retaining business or any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or any other applicable anti-corruption law.
14.5 Government Customers. If Customer is a U.S. federal, state, or local government entity, the Software Platform is “commercial computer software” as defined in FAR 12.212 and DFARS 227.7202, and is licensed with only those rights set forth in this Agreement.
14.6 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign this Agreement, on written notice but without consent, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
14.7 Notices. Notices must be in writing and delivered to the address set out in the Order (or, for 1stProtect, to [email protected] with copy to 1stProtect Corp., San Francisco, California). Notices are effective upon receipt (for personal delivery, courier, or email with confirmation) or three (3) business days after dispatch (for certified mail).
14.8 Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
14.9 Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics or pandemics, government action, internet or telecommunications failures, cyberattacks against third parties affecting infrastructure, or labor disputes.
14.10 Severability. If any provision is held unenforceable, the remainder remains in effect, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable.
14.11 Waiver. No waiver is effective unless in writing and signed by the waiving Party. Failure to enforce a provision does not waive future enforcement.
14.12 Entire Agreement. This Agreement (including the DPA, any Orders, and any documents expressly incorporated by reference) is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous communications. Pre-printed terms on a Customer purchase order or similar document are of no force or effect, even if accepted in the ordinary course of business.
14.13 Modifications. 1stProtect may update this Agreement from time to time. The updated Agreement applies prospectively to new Orders and to Order renewals. Material changes affecting an active Order will not apply to that Order during its current Subscription Term.
14.14 Counterparts and Electronic Signature. This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one agreement.

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