Master Cloud Agreement (MCA)

This Master Cloud Agreement, originally published as a standalone document, has been superseded in its entirety by the Terms of Service, effective June 20, 2024. As of that date, this standalone Master Cloud Agreement is no longer in effect and carries no independent legal force.

The Terms of Service consolidates all provisions previously contained in the Master Cloud Agreement into a single, unified agreement. For the current and binding terms governing the use of the Exlink platform, please refer to the Terms of Service.

The Terms of Service addresses the following subject matter, among others:

(a) Platform Overview. A comprehensive description of the Exlink SaaS platform and the Exchange Services facilitated thereunder.

(b) Definitions. The defined terms applicable throughout the Agreement, including Client, Authorized User, and Electing Participant.

(c) Intellectual Property. The allocation of ownership rights with respect to both Client Content and Company Intellectual Property.

(d) Fees and Payment. The terms governing invoicing, fee dispute procedures, consequences of late payment, and the Company’s right to suspend services for non-payment.

(e) Service Level Agreement. The Company’s commitment to 99.5% uptime, the issuance of service credits for failures to meet availability targets, and the provision of support services.

(f) Privacy and Security. The provisions addressing data protection, encryption standards, incident response procedures, and business continuity planning.

(g) GDPR and CCPA Compliance. The data processing provisions applicable to international data transfers and California data protection requirements.

(h) Termination. The procedures for termination, including ninety (90) days written notice for termination without cause and a thirty (30) day cure period for material breach.

(i) Warranty Disclaimer and Limitation of Liability. The provision of services on an “AS IS” basis and the limitation of aggregate liability to fees paid during the twelve (12) months preceding the claim.

(j) Governing Law and Dispute Resolution. The application of Wyoming law and the resolution of disputes through binding arbitration administered by the American Arbitration Association in Manhattan, New York.

All questions regarding the terms of the Agreement should be directed to security@exlink.org.