Master Service Agreement

Last Updated: February 23, 2026 Effective Date: Upon acceptance

1. Preamble

This Master Service Agreement (“Agreement”) governs your access to and use of the services provided by Tacitus Systems (“Tacitus,” “we,” “us,” or “our”), including the Cloud Bridge hosted infrastructure and the Cortex Hardware-as-a-Service offering.

This Agreement is entered into between Tacitus Systems and the entity or organization accepting these terms (“Customer,” “you,” or “your”). By accessing or using Tacitus Systems services, Customer confirms that it is entering into this Agreement on behalf of a business entity and has the authority to bind that entity.

Subsidiary Documents

By using our services, Customer agrees to be bound by this Agreement and the following subsidiary documents, which are incorporated by reference:

Privacy Policy
Data Processing Addendum
Security Addendum
AI Policy
Acceptable Use Policy
Hardware Lease Terms (applicable to Cortex customers only)
Support & SLA Terms

In the event of a conflict between this Agreement and any subsidiary document, this Agreement prevails unless the subsidiary document explicitly states otherwise.

Data Controller

Tacitus Systems Ul. Krótka 7 97-200 Tomaszów Mazowiecki Poland Email: contact@tacitussystems.com

2. Definitions

The following terms have the specified meanings throughout this Agreement and all subsidiary documents:

“Cloud Bridge” — The single-tenant cloud instance hosted by Tacitus Systems on EU-based infrastructure (Scaleway, France/Poland). Cloud Bridge instances are provisioned as isolated environments with dedicated or shared GPU resources, depending on the selected service tier.
“Cortex” — The physical, air-gapped AI appliance provided under a hardware lease agreement. Cortex units operate without external internet connectivity and are administered exclusively by the Customer.
“Customer Data” — Documents, PDFs, images, and other files uploaded to the Tacitus Systems infrastructure by Customer. Customer Data does not include queries, responses, or operational metadata.
“Customer Content” — Input and Output collectively, as defined below.
“Input” — Queries, prompts, and instructions submitted by Customer’s authorized users to the Semantic Brain inference engine.
“Output” — AI-generated responses, summaries, citations, and analyses produced by the system in response to Input. Output may be derived from Customer Data.
“Vector Embeddings” — Mathematical representations of Customer Data generated during the ingestion process and stored in the vector database. Vector Embeddings are derived exclusively from Customer Data and are owned by Customer.
“Instance Telemetry” — Non-personally-identifiable operational metrics collected from Customer’s instance, including CPU utilization, GPU utilization, RAID health status, memory usage, and request counts. Instance Telemetry contains no Customer Data, Customer Content, or personally identifiable information.
“Flight Recorder Data” — Automatically PII-redacted diagnostic logs generated by the Cortex appliance for support purposes. Flight Recorder Data is encrypted with Tacitus Systems’ public key and can only be decrypted by Tacitus Systems support personnel.
“Graduation” — The protocol for migrating a Customer’s workflow and data from a Cloud Bridge instance to a physical Cortex unit, including certified erasure of the cloud instance upon successful transfer.
“Supply Drop” — A cryptographically signed software update package provided by Tacitus Systems for manual ingestion into a Cortex unit. Supply Drops are verified via Ed25519 digital signature before application.
“Operator” — The authorized administrator managing the Tacitus Systems instance on behalf of Customer.
“Master Mnemonic” — The BIP39 24-word recovery phrase generated during initial system provisioning. The Master Mnemonic is the root cryptographic key from which all encryption keys are derived. Tacitus Systems does not store or have access to the Master Mnemonic.
“Order Form” — The document specifying Customer’s selected service tier, pricing, lease terms, and other commercial particulars. The Order Form is incorporated into this Agreement by reference.

3. The Graduation Protocol

Tacitus Systems is designed to scale with your sovereignty requirements.

3.1 Credit Carry-Over

Subscription fees paid toward a Cloud Bridge service tier may be applied as a credit toward the setup and deployment fee of a physical Cortex unit. The credit amount, conversion terms, and eligibility conditions are specified in the applicable Order Form. Credits expire 24 months from the date of issuance and are non-transferable.

3.2 Migration Process

Graduation proceeds in the following sequence:

Encapsulation. The Cloud Bridge instance generates a complete snapshot of the Customer’s encrypted data, including the SQLite database and encrypted document storage.
Transfer. Customer transfers the encrypted snapshot to the Cortex unit via the provisioned “Tacitus Key” (USB). The physical transfer is the responsibility of the Customer to maintain chain of custody.
Verification. The Cortex unit decrypts and verifies the snapshot integrity using the Customer’s Master Mnemonic and the unit’s TPM 2.0 module.
Certified Erasure. Upon confirmation of successful ingestion, the Cloud Bridge instance is cryptographically destroyed in accordance with NIST 800-88 standards. Tacitus Systems provides a written certification of erasure upon request.

3.3 Verification Window

Before the Certified Erasure step (Section 3.2, Step 4) is executed, Customer has seventy-two (72) hours from the completion of Step 3 (Verification) to confirm that the Cortex unit is operating correctly with all migrated data intact. The Cloud Bridge instance remains available during this verification window.

If Customer reports a migration failure during the verification window, Tacitus Systems will: (a) diagnose the failure, (b) attempt a second migration at no additional charge, and (c) if the second attempt fails, maintain the Cloud Bridge instance and work with Customer to resolve the issue before proceeding.

Certified Erasure of the Cloud Bridge instance occurs only upon Customer’s written confirmation (via the platform interface or email) that the Cortex unit is operational. Once erasure is complete, data cannot be restored to a cloud environment.

3.4 Irreversibility

Graduation is a one-way transfer. Once the Cloud Bridge instance has been erased following Customer’s confirmation under Section 3.3, data cannot be restored to a cloud environment. Customer acknowledges this prior to initiating the Graduation process.

4. Intellectual Property

4.1 Tacitus Systems Property

Tacitus Systems retains all rights, titles, and interests in:

The software stack, including the Cortex operating environment, Semantic Brain inference logic, API Gateway, and Watchdog monitoring system.
The industrial design of the Cortex hardware chassis.
All proprietary algorithms, including the ingestion pipeline, chunking logic, and deduplication mechanisms.
Trademarks, service marks, and brand assets.

4.2 Customer Property

Customer retains 100% ownership of:

Customer Data: All documents, PDFs, images, and files uploaded to the system.
Input: All queries and prompts submitted to the system.
Output: All AI-generated responses, summaries, and analyses.
Vector Embeddings: All mathematical representations derived from Customer Data.

Tacitus Systems claims no ownership interest in Customer Data, Customer Content, or Vector Embeddings. No license to this material is granted to Tacitus Systems except as strictly necessary to provide the contracted services.

4.3 License to Tacitus Systems

Customer grants Tacitus Systems a non-exclusive, non-transferable license to process Customer Data and Input solely to the extent necessary to: (a) provide the services described in this Agreement, (b) prevent or address service or technical problems, and (c) comply with applicable law. This license terminates upon termination of this Agreement.

4.4 Feedback

If Customer provides suggestions, improvement requests, or other feedback (including via Flight Recorder diagnostic submissions), Customer grants Tacitus Systems a perpetual, worldwide, royalty-free license to use such feedback to improve the infrastructure. This license does not extend to Customer Data, Customer Content, or any personally identifiable information.

5. Confidentiality

5.1 Definition

“Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential at the time of disclosure, or that a reasonable party would understand to be confidential given the nature of the information and the circumstances of disclosure.

Customer Data, Customer Content, and Vector Embeddings are Customer’s Confidential Information. Tacitus Systems’ proprietary algorithms, pricing, and unpublished technical specifications are Tacitus Systems’ Confidential Information.

5.2 Obligations

The Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose Confidential Information to third parties except as permitted by this Agreement or with the Disclosing Party’s prior written consent.

5.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.

6. User Responsibilities & Key Management

CRITICAL: Tacitus Systems utilizes non-custodial encryption.

Master Mnemonic. During initial provisioning, the system generates a 24-word BIP39 Mnemonic seed. This seed is the sole means of recovering encrypted data in the event of hardware failure or password loss. Customer is responsible for storing the Master Mnemonic in a secure, offline location.
No Recovery. Tacitus Systems does not store, escrow, or have access to the Master Mnemonic. If Customer loses the Master Mnemonic, all encrypted data becomes permanently unrecoverable. Tacitus Systems bears no liability for data loss resulting from a lost Master Mnemonic.
Hardware Failure Exception. In the event of a verified hardware defect (confirmed by device serial number and account ownership), Tacitus Systems will provide reasonable technical assistance to facilitate data recovery through RAID 1 redundancy or replacement hardware. This assistance does not extend to recovering a lost Master Mnemonic.
Access Credentials. Customer is responsible for maintaining the confidentiality of all user accounts and access credentials. Customer shall notify Tacitus Systems promptly upon becoming aware of any unauthorized access.

7. Disclaimers & Limitation of Liability

7.1 “As-Is” AI Outputs

Tacitus Systems provides infrastructure for AI inference. We do not guarantee the accuracy, completeness, or reliability of AI-generated outputs.

7.2 No Professional Advice

The system’s outputs do not constitute legal, medical, engineering, financial, or any other form of professional advice. All outputs must be reviewed and verified by a qualified professional before reliance or action.

7.3 AI Hallucinations

Customer acknowledges that Large Language Models (LLMs) can generate factually incorrect, logically inconsistent, or fabricated information (“hallucinations”). Tacitus Systems is not liable for decisions, actions, or omissions based on AI-generated content.

7.4 Limitation of Liability

To the maximum extent permitted by applicable law:

Claim Category	Liability Cap
Data Breach caused by Tacitus Systems’ breach of its Security Addendum or DPA obligations	Total fees paid by Customer in the 6 months preceding the claim
General Service Claims	Total fees paid by Customer in the 3 months preceding the claim
Hardware Damage from authorized maintenance (Cortex)	Replacement cost of affected components as defined in the Order Form

7.5 Exclusions from Cap

The liability caps in Section 7.4 do not apply to:

Liability arising from gross negligence (rażące niedbalstwo) or willful misconduct (wina umyślna).
Liability for death or personal injury.
Customer’s payment obligations under this Agreement.
Breaches of the Acceptable Use Policy.

7.6 Exclusion of Consequential Damages

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data (beyond the data breach cap above), or business opportunity, regardless of the theory of liability.

8. Indemnification

8.1 Tacitus Systems Indemnification

Tacitus Systems shall defend, indemnify, and hold harmless Customer from third-party claims alleging that Customer’s authorized use of the Tacitus Systems infrastructure infringes a third party’s intellectual property rights under Polish or EU law.

If the infrastructure becomes the subject of an infringement claim, Tacitus Systems may, at its option: (a) procure the right for Customer to continue using the infrastructure, (b) modify the infrastructure to be non-infringing, or (c) terminate the affected services and provide a pro-rata refund of prepaid fees.

8.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Tacitus Systems from third-party claims arising from: (a) Customer Data or Customer Content that violates applicable law, (b) Customer’s use of the infrastructure in breach of the Acceptable Use Policy, or (c) Customer’s failure to comply with applicable data protection laws in its capacity as Data Controller.

8.3 Indemnification Procedure

The indemnified party shall: (a) provide prompt written notice of the claim, (b) grant the indemnifying party sole control of the defense and settlement, and (c) provide reasonable cooperation at the indemnifying party’s expense.

9. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, pandemic, war, terrorism, government action, power failure, telecommunications failure, or data center outage affecting third-party infrastructure providers.

The affected party shall: (a) provide prompt written notice describing the force majeure event, (b) use commercially reasonable efforts to mitigate the impact, and (c) resume performance as soon as practicable.

If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected services upon thirty (30) days’ written notice, with a pro-rata refund of prepaid fees for the unused period.

10. Term & Termination

10.1 Term

This Agreement commences on the date Customer first accesses the services and continues until terminated in accordance with this Section.

Cloud Bridge: The subscription term is specified in the Order Form. Subscriptions auto-renew for successive periods of the same length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
Cortex: The lease term is governed by the Hardware Lease Terms.

10.2 Termination for Convenience

Either party may terminate this Agreement upon sixty (60) days’ written notice to the other party. Early termination fees, if applicable, are specified in the Order Form.

10.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach and fails to cure within thirty (30) days of receiving written notice, (b) becomes insolvent, files for bankruptcy, or ceases operations, or (c) repeatedly breaches the Agreement in a manner that demonstrates an inability or unwillingness to comply.

10.4 Post-Termination

Upon termination:

Data Export. Customer has thirty (30) days from the effective date of termination to export Customer Data. Tacitus Systems will provide reasonable assistance for data export during this period.
Certified Erasure. Following the data export window, Tacitus Systems will permanently erase all Customer Data from Cloud Bridge infrastructure in accordance with NIST 800-88 standards. A certification of erasure is provided upon request.
Cortex Return. For Cortex units, the return process is governed by the Hardware Lease Terms.
Survival. Sections 2 (Definitions), 4 (Intellectual Property), 5 (Confidentiality), 7 (Disclaimers & Liability), 8 (Indemnification), 12 (Governing Law), and 13 (Dispute Resolution) survive termination.

11. Modification of Terms

Tacitus Systems may modify this Agreement or any subsidiary document by providing at least thirty (30) days’ advance written notice to the email address associated with Customer’s account.

Material changes will be clearly identified in the notification. If Customer does not agree to the modified terms, Customer may terminate this Agreement before the effective date of the changes without incurring early termination fees, including during any non-cancellable lease period under the Hardware Lease Terms. Continued use of the services after the effective date constitutes acceptance of the modified terms.

Changes required by law or regulation may take effect immediately upon notice.

12. Governing Law & Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Republic of Poland, without regard to conflict-of-law provisions.

Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Tomaszow Mazowiecki, Poland.

13. Dispute Resolution

Before initiating legal proceedings, the parties agree to the following escalation procedure:

Good-Faith Negotiation (30 days). The parties shall attempt to resolve the dispute through direct negotiation between authorized representatives.
Mediation (60 days). If negotiation fails, the parties shall submit the dispute to mediation administered by a mutually agreed mediator in Lodz, Poland. Mediation costs are shared equally.
Litigation. If mediation fails, either party may initiate legal proceedings in accordance with Section 12.

This Section does not prevent either party from seeking injunctive or other equitable relief to protect its rights pending resolution.

14. General Provisions

14.1 Assignment

Neither party may assign this Agreement without the other party’s prior written consent. Tacitus Systems may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that: (a) the assignee assumes all obligations under this Agreement, and (b) the assignee is domiciled in the European Economic Area and is not subject to foreign surveillance or data disclosure legislation that conflicts with EU data protection law. If the assignee does not meet the requirements of clause (b), Customer may terminate this Agreement within sixty (60) days of receiving notice of the assignment, with a pro-rata refund of any prepaid fees and without early termination penalties.

14.2 Severability

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

14.3 Entire Agreement

This Agreement, together with the subsidiary documents referenced in Section 1 and the applicable Order Form, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements relating to the subject matter.

14.4 Waiver

A party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

14.5 Notices

All notices under this Agreement shall be in writing and delivered by email to the addresses specified in the Order Form, with a confirmation copy sent by registered mail. Notices are effective upon receipt.

15. Contact

For legal inquiries, contract questions, or to report security vulnerabilities:

Tacitus Systems Ul. Krótka 7 97-200 Tomaszów Mazowiecki Poland Email: contact@tacitussystems.com