MSA ADDENDUM
Additional Terms for Azure Marketplace Private Offers & Sovereign Enclave Deployments.
1. Scope of Agreement & Azure Marketplace Governance
1.1 Incorporation by Reference. This Addendum is incorporated directly into the Master Services Agreement ("MSA") between Provider and Subscriber. It governs all transactions executed via the Microsoft Azure Marketplace.
1.2 Precedence. In the event of any conflict between the terms of the main MSA, Subscriber’s standard procurement guidelines, and this Addendum, the terms of this Addendum shall strictly control regarding Azure Marketplace billing and sovereign infrastructure provisioning.
1.3 Microsoft Commercial Marketplace Terms. Both Parties acknowledge that billing, collection, and initial payment processing are managed through the Microsoft Commercial Marketplace platform and are subject to the Microsoft Publisher Agreement.
2. Financial Architecture & MACC Allocation
2.1 MACC Entitlement and Allocation Blocks. Subscriber explicitly acknowledges that the services selected under the chosen Pricing Tier constitute a pre-paid allocation of specialized cloud infrastructure, cryptographic compute capacity, and autonomous data processing resources.
2.2 Deduction Mechanics. Upon Subscriber’s acceptance of the Azure Marketplace Private Offer, Microsoft is authorized to immediately deduct the Absolute Contract Value or annual milestone payments from Subscriber’s Microsoft Azure Consumption Commitment (MACC).
2.3 No-Rollover and Capacity Forfeiture.
- All infrastructure blocks, claim-clearing capacities, and automated audit processing quotas are provisioned on a strict cyclical basis (monthly or annually, as defined by the Private Offer).
- Any unutilized processing capacity, compute hours, or transactional credits at the end of a billing cycle shall not roll over to subsequent periods and shall be permanently forfeited.
- Subscriber acknowledges that no refunds, offsets, or contract modifications will be issued for unspent capacity, as the full commitment value is consumed to reserve hardware-isolated infrastructure blocks.
3. Dual-Metered Billing Reconciliation (Tier 2 Specifics)
3.1 Base Fees via Azure Marketplace. The foundational subscription fee for Tier 2 ("Neural Denial Arbitrage") is processed as a fixed recurring fee against the Subscriber's Azure invoice.
3.2 Variable Compute Overages. Dynamic infrastructure overages resulting from high-volume historical accounts receivable (A/R) sweeps are calculated programmatically by Provider’s autonomous agents. These are submitted directly to the Azure Marketplace Metering Service API as Custom Metered Dimensions (compute_unit_heavy_audit) and deducted continuously from Subscriber’s MACC.
3.3 Stripe Contingency & Safety Valve Ledger.
- In the event that Subscriber’s MACC balance is exhausted, temporarily locked, or contractually capped mid-billing cycle, all variable fees, excess infrastructure usage, or agreed-upon Contingency Success Fees (e.g., performance-based percentages of recovered revenue) shall automatically fail over to the secondary Stripe Metered Ledger.
- Subscriber hereby authorizes Provider to automatically calculate, ledger, and draft any such outstanding platform fees or contingency balances directly via Corporate ACH or pre-authorized corporate credit card managed within the Stripe infrastructure.
4. Sovereign Enclave Provisioning & Multi-Region SLA (Tier 3 Specifics)
4.1 Dedicated Hardware Isolation. For Tier 3 deployments ("Continuous Sovereign Infrastructure"), Provider agrees to provision physically isolated Azure Confidential Computing clusters using Intel SGX/TDX technology.
4.2 Multi-Region Geographically Split Load. To prevent operational downtime, API throttling, or regional datacenter failures, Provider shall deploy a geographically split, shard-based infrastructure across a minimum of three (3) independent Azure Cloud Zones (e.g., Americas, Europe, Asia-Pacific).
4.3 Traffic Redundancy & Core System Immunity.
- Provider’s routing layer will dynamically distribute incoming data streams to bypass localized memory constraints and hardware limitations.
- In the event of a total systemic outage of a specific Microsoft Azure geographic region, traffic will automatically fail over to active parallel nodes.
- Subscriber agrees that temporary throttling or regional degradation caused directly by Microsoft's core cloud fabric shall not constitute a breach of the Provider’s Service Level Agreement (SLA), provided the multi-region failover configuration remains operational.
5. Data Security, Stateless Audits & Compliance
5.1 Stateless Processing Architecture. The platform operates on a stateless processing framework within hardware-isolated Azure enclaves. Provider covenants that no Protected Health Information (PHI) or personally identifiable information (PII) is permanently stored or cached within non-volatile storage media post-adjudication.
5.2 Compliance Anchors. Provider warrants continuous alignment with HIPAA Security and Privacy Rules, HITECH Act standards, SOC 2 Type II validation protocols, and Centers for Medicare & Medicaid Services (CMS) transaction standards.
5.3 Stateless Audit Verification. Subscriber retains the right to initiate programmatic, non-disruptive, live Stateless Audits of the active Azure enclaves to verify cryptographic isolation and compliance parameters, subject to forty-eight (48) hours electronic notice passed via API webhook.
Execution Addendum
This document is electronically linked to the Azure Marketplace Private Offer Transaction ID.