Master Services Agreement
This pack contains 18 working-draft legal documents. None of them have been reviewed by Texas counsel or counsel licensed in any other jurisdiction. They are a starting point for a real attorney engagement, not a finished publication. Brackets [highlight] indicate custom options to finalize.
This Master Services Agreement ("MSA") is entered into between SiteFlows, LLC, a Texas limited liability company ("SiteFlows"), and the entity identified in the applicable Order Form ("Customer"). It governs Customer's access to and use of the Service and supersedes the click-through Terms of Service to the extent of any conflict.
1. Service Description
SiteFlows will provide the SaaS service described in the applicable Order Form (the "Service"). Customer's use of the Service is limited to its internal business purposes and to the user count and tier in the Order Form.
2. Order Forms & Fees
Each Order Form referencing this MSA is incorporated by reference. Fees are stated in the Order Form and are due Net 30 from invoice date unless otherwise stated. Late amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
3. Customer Data
"Customer Data" means data submitted to the Service by or on behalf of Customer or its authorized users. As between the parties, Customer owns Customer Data. Customer grants SiteFlows a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide the Service. Processing of personal data within Customer Data is governed by the Data Processing Addendum.
4. Service Levels
SiteFlows will provide the Service in accordance with the Service Level Agreement incorporated by reference.
5. Confidentiality
Each party will protect the other's Confidential Information using the same care it uses for its own confidential information of similar importance, but no less than reasonable care. Confidential Information may be used only to perform under this MSA. Confidentiality obligations survive for 5 years after termination, except trade secrets, which are protected for as long as they remain trade secrets.
6. Intellectual Property
SiteFlows retains all rights, title, and interest in the Service, including all improvements and enhancements (regardless of inspiration). Customer retains all rights in Customer Data. Each party grants the other only the licenses expressly described in this MSA.
7. Warranties
SiteFlows warrants that the Service will perform materially in accordance with its documentation. Customer's exclusive remedy and SiteFlows' sole liability for breach of this warranty is, at SiteFlows' option, to (a) re-perform the affected Service or (b) refund the fees paid for the affected period. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
8. Indemnification
By SiteFlows. SiteFlows will defend Customer against any third-party claim alleging that the Service, when used in accordance with this MSA, infringes the third party's U.S. patent, copyright, or trademark, and will pay any final judgment or settlement, subject to Customer's prompt notice, sole control of defense (with Customer's reasonable cooperation), and the limits in Section 10.
By Customer. Customer will defend SiteFlows against any third-party claim arising from Customer Data, Customer's violation of law, Customer's misuse of the Service, or Customer's relationship with its workers or customers (including worker-classification claims), and will pay any final judgment or settlement, subject to SiteFlows' prompt notice and sole control of defense.
9. Disclaimers
EXCEPT AS EXPRESSLY STATED, SITEFLOWS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
10. Limitation of Liability
EXCEPT FOR (i) BREACHES OF CONFIDENTIALITY (SECTION 5), (ii) INDEMNIFICATION OBLIGATIONS (SECTION 8), (iii) INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, AND (iv) PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS MSA WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Term & Termination
This MSA begins on the Effective Date and continues until terminated. Either party may terminate this MSA or any Order Form for material breach not cured within 30 days after written notice. SiteFlows may suspend the Service immediately for non-payment, security risk, or violation of the Acceptable Use Policy, with notice. Upon termination, Customer's access ceases and Customer Data is available for export for 30 days.
12. Insurance
SiteFlows will maintain commercially reasonable insurance coverage, including commercial general liability, technology errors and omissions, and cyber liability, with limits no less than
13. Governing Law
This MSA is governed by Texas law. Disputes between SiteFlows and Customer arising under this MSA will be resolved in the state or federal courts of Travis County, Texas, and each party consents to exclusive jurisdiction there. Class actions are waived. Either party may seek equitable relief in any court of competent jurisdiction for breaches of confidentiality or IP. Class actions are waived.
14. Signatures & Execution
Entire agreement; no waiver; severability; assignment requires consent except in connection with merger or sale; force majeure for events outside reasonable control. Notices to SiteFlows at legel@Siteflows.ai; to Customer at the address in the Order Form.