Master Service Agreement
FININFRAS SOLUTIONS GROUP
TERMS OF SERVICE FOR ENTERPRISE CLIENTS
Effective Date: February 12, 2026
Agreement Version: 3.1
Last Revised: February 12, 2026
PARTIES TO THIS AGREEMENT
This Master Service Agreement (the “Agreement” or “MSA”) is entered into by and between:
FinInfras Solutions Group, a Delaware corporation with principal offices located at 200 West Madison Street, Suite 2100, Chicago, Illinois 60606, United States of America (hereinafter referred to as “FinInfras,” “the Company,” “Service Provider,” “we,” “us,” or “our”),
AND
Any corporate entity, institutional client, business organization, or authorized representative thereof (hereinafter referred to as “Client,” “Enterprise User,” “Institutional Client,” “you,” or “your”) that accesses, utilizes, or engages with the Platform, Services, or any related infrastructure provided by FinInfras Solutions Group.
RECITALS
WHEREAS, FinInfras Solutions Group operates a sophisticated enterprise platform located at fininfrascom.kinsta.cloud (the “Platform”) providing Financial Infrastructure solutions, B2B Software-as-a-Service (SaaS) platforms, Cloud Compliance Services, Capital Advisory, Risk Management, and related institutional services (collectively, the “Services”);
WHEREAS, Client desires to engage FinInfras for the provision of one or more Services as defined herein;
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the parties agree as follows:
ARTICLE I: DEFINITIONS
“Authorized Users” means Client’s employees, contractors, and representatives granted access credentials to utilize the Services.
“Client Data” means all data, information, files, and materials uploaded, transmitted, or processed by Client through the Services.
“Confidential Information” means all non-public information disclosed by one party to the other, including trade secrets, business plans, financial information, customer data, technical specifications, and proprietary methodologies.
“Order Document” means any Statement of Work, Service Order Form, or Proposal executed by both parties specifying Services, pricing, and service levels.
“Personal Data” means any information relating to an identified or identifiable natural person as defined under GDPR, CCPA, and other data protection laws.
“Platform” means the fininfrascom.kinsta.cloud website, applications, APIs, and related infrastructure operated by FinInfras.
“SLA” or “Service Level Agreement” means the performance commitments, uptime guarantees, and support response times specified in applicable Order Documents.
“Term” means the duration of this Agreement as specified in Article III.
ARTICLE II: SCOPE OF SERVICES
2.1 Service Provision
Subject to the terms of this Agreement and applicable Order Documents, FinInfras shall provide Services including:
(a) Platform Access and SaaS: Access to proprietary web applications, software licenses, and cloud infrastructure;
(b) Financial Infrastructure Services: Commercial debt advisory, asset management technology, trading infrastructure, and portfolio management platforms;
(c) Enterprise Cloud and Compliance Hosting: SOC 2 Type II compliant infrastructure, HIPAA and PCI DSS environments, disaster recovery, and compliance management;
(d) Risk Management Services: Enterprise risk assessments, cybersecurity evaluations, cyber insurance advisory, and incident response planning;
(e) Professional Services: Strategic consulting, system implementation, custom development, training, and support.
2.2 Service Modifications
FinInfras reserves the right to modify Platform features with thirty (30) days’ notice, provided such modifications do not materially diminish core functionality. Emergency maintenance may be performed with reasonable notice when necessary to protect Services integrity.
ARTICLE III: TERM AND TERMINATION
3.1 Term
This Agreement commences on the Effective Date and continues for twelve (12) months (the “Initial Term”), automatically renewing for successive twelve (12) month periods unless either party provides sixty (60) days’ written notice of non-renewal.
3.2 Termination
Either party may terminate this Agreement: (a) for convenience upon ninety (90) days’ notice; (b) immediately if the other party materially breaches and fails to cure within thirty (30) days; or (c) immediately if the other party becomes insolvent or files for bankruptcy.
3.3 Effect of Termination
Upon termination, Client shall: cease Platform use, return Confidential Information, and pay all outstanding fees. FinInfras shall provide thirty (30) days for Client Data retrieval, after which all Client Data will be deleted within sixty (60) days from production systems and 180 days from backups.
ARTICLE IV: INSTITUTIONAL CLIENT OBLIGATIONS
4.1 Acceptable Use
Client shall use Services solely for legitimate business purposes and ensure Authorized Users: (a) comply with all applicable laws; (b) maintain credential confidentiality; (c) not share accounts; (d) not access Services through unauthorized automated means.
4.2 Prohibited Activities
Client shall NOT: (a) violate AML, KYC, sanctions, or export control regulations; (b) upload malicious code; (c) attempt unauthorized access; (d) reverse engineer the Platform; (e) remove proprietary notices; (f) interfere with Platform performance; (g) use Services for competitive analysis; or (h) sublicense or resell Services without authorization.
4.3 Security and Compliance
Client shall implement reasonable security measures, promptly report security incidents, comply with multi-factor authentication requirements, and ensure all use complies with applicable laws and regulations.
ARTICLE V: FEES AND PAYMENT
5.1 Payment Terms
Client shall pay all Fees specified in Order Documents. Subscription fees are billed in advance; professional services fees are billed monthly or upon milestones. Invoices are due within thirty (30) days. Late payments accrue interest at 1.5% per month.
5.2 Taxes
All Fees are exclusive of taxes. Client is responsible for all applicable taxes except those based on FinInfras’s net income.
5.3 Fee Adjustments
FinInfras may increase Fees upon renewal by up to 5% annually or the CPI-U percentage increase, whichever is greater, with sixty (60) days’ notice.
ARTICLE VI: SERVICE LEVEL AGREEMENT
6.1 Uptime Commitment
fininfrascom.kinsta.cloudmits to 99.95% monthly Platform availability, excluding scheduled maintenance, Force Majeure events, Client-caused downtime, and third-party service failures.
6.2 Support Tiers
Standard Support: Business hours (Monday-Friday, 8 AM-6 PM CT), email/ticketing support
Premium Support: Extended hours (Monday-Friday, 6 AM-10 PM CT), phone/email, dedicated account manager
Enterprise Support: 24/7/365 coverage, priority escalation, named technical account manager, quarterly business reviews
6.3 Service Credits
For SLA failures, Client may receive service credits up to 25% of monthly fees, applied as future invoice credits upon timely request.
ARTICLE VII: INTELLECTUAL PROPERTY RIGHTS
7.1 FinInfras Ownership
FinInfras retains all rights to the Platform, including software, documentation, trademarks, methodologies, and all Intellectual Property Rights therein.
7.2 License to Client
FinInfras grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for internal business purposes during the Term.
7.3 Client Data
Client retains all rights to Client Data. Client grants FinInfras a limited license to use Client Data solely to provide Services and create aggregated, anonymized data that cannot be re-identified.
7.4 Deliverables
For custom Deliverables identified in Order Documents, FinInfras assigns ownership to Client upon full payment. FinInfras retains ownership of pre-existing materials, standard templates, and methodologies.
ARTICLE VIII: CONFIDENTIALITY
8.1 Obligations
Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose to third parties except as permitted; (c) use only for Agreement purposes; (d) protect with reasonable care; and (e) limit access to personnel with legitimate need-to-know.
8.2 Exceptions
Confidential Information excludes information that: (a) is publicly available; (b) was previously known; (c) is independently developed; or (d) is received from third parties without restrictions.
8.3 Survival
Confidentiality obligations survive termination for five (5) years, except trade secrets which continue indefinitely.
ARTICLE IX: DATA PROTECTION AND PRIVACY
9.1 Data Processing
FinInfras processes Personal Data only as necessary to provide Services and in accordance with Client instructions. FinInfras implements administrative, physical, and technical safeguards including AES-256 encryption, multi-factor authentication, intrusion detection, and SOC 2 Type II certified controls.
9.2 Data Breaches
FinInfras shall notify Client within seventy-two (72) hours of confirmed Data Breaches and cooperate in investigation and mitigation.
9.3 GDPR and CCPA Compliance
For GDPR-subject Clients, parties will execute a Data Processing Addendum with Standard Contractual Clauses. For CCPA-subject Clients, FinInfras certifies it will not sell Personal Information and will comply with all CCPA requirements as a Service Provider.
ARTICLE X: REPRESENTATIONS AND WARRANTIES
10.1 Mutual Warranties
Each party warrants it: (a) is duly organized and in good standing; (b) has authority to enter this Agreement; (c) will not violate laws or contractual obligations; and (d) has obtained necessary consents and approvals.
10.2 FinInfras Warranties
FinInfras warrants: (a) Services will be performed professionally consistent with industry standards; (b) Services will materially conform to specifications; (c) Platform does not infringe third-party Intellectual Property Rights; and (d) no intentional malicious code.
10.3 Warranty Disclaimers
EXCEPT AS EXPRESSLY PROVIDED, FININFRAS MAKES NO WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FININFRAS DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE SERVICES.
ARTICLE XI: LIMITATIONS OF LIABILITY
11.1 Exclusion of Consequential Damages
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR GOODWILL.
11.2 Liability Cap
FININFRAS’S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $1,000 IF NO FEES PAID.
11.3 Exceptions
Limitations do not apply to: (a) payment obligations; (b) indemnification; (c) confidentiality breaches; (d) gross negligence or willful misconduct; (e) IP infringement; (f) fraud; or (g) bodily injury or death.
11.4 Financial Data Disclaimer
FININFRAS IS NOT A REGISTERED INVESTMENT ADVISOR OR BROKER-DEALER. SERVICES DO NOT CONSTITUTE FINANCIAL, INVESTMENT, TAX, OR LEGAL ADVICE. FININFRAS SHALL NOT BE LIABLE FOR INVESTMENT DECISIONS, TRADING LOSSES, OR FINANCIAL LOSSES RESULTING FROM RELIANCE ON SERVICES.
ARTICLE XII: INDEMNIFICATION
12.1 FinInfras Indemnification
FinInfras shall indemnify Client against third-party claims that Platform infringes Intellectual Property Rights, subject to standard exclusions for Client modifications, unauthorized combinations, or continued use after notice of infringement.
12.2 Client Indemnification
Client shall indemnify FinInfras against claims arising from: (a) Client Data; (b) Client’s breach; (c) unauthorized use; (d) violation of laws; or (e) third-party claims from Client’s use of Services.
ARTICLE XIII: DISPUTE RESOLUTION
13.1 Governing Law
This Agreement is governed by Illinois law without regard to conflict of laws principles. Exclusive jurisdiction is in state and federal courts in Cook County, Illinois.
13.2 Informal Resolution
Parties shall attempt good-faith negotiations for thirty (30) days before formal proceedings.
13.3 Arbitration
Unresolved disputes shall be submitted to binding arbitration under AAA Commercial Arbitration Rules in Chicago, Illinois, before a single arbitrator with technology and financial services expertise. Arbitration shall be confidential. Either party may seek injunctive relief in court for IP or confidentiality matters.
13.4 Class Action Waiver
ALL PROCEEDINGS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS. NO CLASS ACTIONS, CONSOLIDATED ACTIONS, OR REPRESENTATIVE ACTIONS ARE PERMITTED.
ARTICLE XIV: GENERAL PROVISIONS
14.1 Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior agreements.
14.2 Notices
All notices shall be in writing to:
FinInfras: 200 West Madison Street, Suite 2100, Chicago, IL 60606 | admin@violet-leopard-929279.hostingersite.com
Client: Address specified in account registration
14.3 Assignment
Neither party may assign without consent, except to Affiliates or in connection with merger, acquisition, or asset sale.
14.4 Independent Contractors
Parties are independent contractors. This Agreement does not create partnership, joint venture, or agency.
14.5 Compliance with Laws
Each party shall comply with all applicable laws, including export controls, sanctions regulations, and anti-corruption laws (FCPA).
14.6 Severability
If any provision is unenforceable, it shall be modified minimally or severed, with remaining provisions continuing in full force.
ACKNOWLEDGMENT
BY ACCESSING THE PLATFORM OR EXECUTING AN ORDER DOCUMENT, CLIENT ACKNOWLEDGES IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT. CLIENT REPRESENTS THAT THE ACCEPTING INDIVIDUAL HAS AUTHORITY TO BIND CLIENT.
FININFRAS SOLUTIONS GROUP
200 West Madison Street, Suite 2100
Chicago, IL 60606, USA
Email: admin@violet-leopard-929279.hostingersite.com
Website: fininfrascom.kinsta.cloud
Document Control:
- Version: 3.1
- Effective Date: February 12, 2026
- Last Revised: February 12, 2026
- Approved By: Office of General Counsel, FinInfras Solutions Group
This Master Service Agreement is a binding legal contract. Clients should consult legal counsel before acceptance. Questions should be directed to admin@violet-leopard-929279.hostingersite.com with “Legal Inquiry” in the subject line.
END OF MASTER SERVICE AGREEMENT