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Master Subscription Agreement (MSA)

Master Subscription Agreement Effective Date: [DATE] Provider: [Company Legal Name], [Address] (“Provider”) Customer: [Customer Legal Name], [Address] (“Customer”)

  1. Purpose and structure

1.1 This MSA governs Customer’s access to and use of Provider’s software-as-a-service platform (“Service”). 1.2 Each order form, statement of work, or online checkout that references this MSA (“Order”) incorporates this MSA by reference. If an Order conflicts with this MSA, the Order controls only for that conflict.

  1. Definitions • “Customer Data” means all data, content, files, and information submitted to the Service by or for Customer. • “Documentation” means Provider’s technical/user documentation for the Service. • “Authorized Users” means individuals Customer authorizes to use the Service under Customer’s account. • “Confidential Information” has the meaning in Section 10.

  2. Subscription and access

3.1 Access grant. During the Subscription Term, Provider grants Customer a non-exclusive, non-transferable right to access and use the Service and Documentation for Customer’s internal business purposes, subject to this MSA and the AUP. 3.2 Authorized Users. Customer is responsible for Authorized Users’ compliance and for maintaining account credentials securely. 3.3 Restrictions. Customer will not (and will not permit others to): (a) reverse engineer the Service; (b) circumvent security; (c) access the Service to build a competing product; (d) use the Service unlawfully; (e) exceed usage limits in an Order.

  1. Customer responsibilities

4.1 Customer is responsible for the accuracy, quality, and legality of Customer Data and for obtaining any necessary rights/consents. 4.2 Customer will maintain appropriate technical and organizational measures for its own systems (e.g., endpoint security, access controls).

  1. Provider responsibilities

5.1 Provider will provide the Service in accordance with the Documentation and the SLA. 5.2 Provider will implement and maintain a security program as described in the Security Policy.

  1. Fees, billing, and taxes

6.1 Fees. Customer will pay fees in the Order. Fees are non-refundable except as expressly stated. 6.2 Invoicing. Provider invoices per the Order. Unless stated otherwise, invoices are due Net 30 from invoice date. 6.3 Taxes. Fees exclude taxes. Customer is responsible for applicable taxes, excluding Provider’s income taxes.

  1. Intellectual property

7.1 Provider IP. Provider retains all rights in the Service, Documentation, and Provider materials. 7.2 Customer Data. Customer retains all rights in Customer Data. Provider may process Customer Data only to provide, secure, maintain, and improve the Service as permitted by this MSA and the DPA. 7.3 Feedback. Customer may provide feedback; Provider may use feedback without restriction, without identifying Customer.

  1. Confidentiality

8.1 Definition. “Confidential Information” means non-public information disclosed by a party that is marked confidential or should reasonably be understood as confidential. Customer Data is Customer Confidential Information. 8.2 Obligations. Receiving party will protect Confidential Information using reasonable care and not disclose it except to employees/contractors with a need to know who are bound by confidentiality. 8.3 Exclusions. Does not include information that is public, independently developed, or rightfully received from a third party. 8.4 Compelled disclosure. If legally required to disclose, receiving party will (where lawful) give prompt notice and cooperate to limit disclosure.

  1. Data protection

9.1 The parties will comply with the DPA (if applicable). The DPA is incorporated by reference. 9.2 If Customer does not provide Personal Data to the Service, this section still applies to any Personal Data processed incidentally (e.g., user account data).

  1. Warranty and disclaimers

10.1 Performance warranty. Provider warrants it will provide the Service in a professional manner consistent with generally accepted industry standards. 10.2 Disclaimer. Except as expressly stated, the Service is provided “as is.” Provider disclaims implied warranties including merchantability, fitness, and non-infringement to the maximum extent permitted by law.

  1. Indemnities

11.1 IP infringement by Provider. Provider will defend Customer against third-party claims alleging the Service infringes IP rights, and pay covered damages/costs, provided Customer promptly notifies and cooperates. 11.2 Exclusions. Provider’s obligation does not apply to claims arising from: (a) Customer Data; (b) unauthorized modifications; (c) use with non-Provider systems contrary to Documentation; (d) Customer’s breach of this MSA. 11.3 Customer indemnity. Customer will defend Provider against claims arising from Customer Data or Customer’s misuse of the Service.

  1. Limitation of liability

12.1 Cap. Except for Excluded Claims, each party’s total liability arising out of this MSA will not exceed the fees paid (or payable) by Customer under the applicable Order in the 12 months preceding the event. 12.2 No consequential damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits/revenue, even if advised. 12.3 Excluded Claims. The limitations do not apply to: (a) confidentiality breaches; (b) a party’s infringement indemnity obligations; (c) Customer’s non-payment; (d) willful misconduct or fraud; (e) liability that cannot be limited by law.

  1. Term and termination

13.1 Term. This MSA begins on the Effective Date and continues until all Orders expire or are terminated. 13.2 Subscription term. Each Order has a Subscription Term. 13.3 Termination for cause. Either party may terminate an Order if the other materially breaches and fails to cure within 30 days of notice (or 10 days for non-payment). 13.4 Effect. On termination/expiry, Customer’s access ends. Provider will make Customer Data available per the Data Return/Deletion Policy.

  1. Suspension

Provider may suspend access if: (a) required by law; (b) Customer breaches the AUP; (c) Customer’s use threatens the security or availability of the Service; or (d) overdue payment, after notice. Provider will narrow suspension to the minimum necessary and restore access promptly when resolved.

  1. Governing law and dispute resolution

Governing law: [Jurisdiction] Venue: [Courts/Arbitration] (Option: add escalation to execs + mediation before litigation.)

  1. General

Assignment, notices, force majeure, severability, waiver, entire agreement, order of precedence, and relationship of the parties (independent contractors).