1.1 “Content” shall mean any information you upload or post to our Service and any information you otherwise provide to us in connection with your use of the Service, including, without limitation, information provided by you or your Registered Clients.

1.2 “Confidential Information” shall mean Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

1.3 “Registered Client” means an individual or company who has been invited to use the client-facing features of the Service in a limited capacity as your client.

1.4 “Service” shall mean any software or services provided by us pursuant to this Agreement.

1.5 “Security Emergency” shall mean a violation by you of this Agreement that (a) could disrupt (i) our provision of the Service; (ii) the business of others who use the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third-party access to the Service.

2.1 We will provide a platform for information technology service providers to manage their professional services and managed services engagements with your end-customer. This includes management of your existing customer information, projects that you complete for these customers, ability for employees and subcontractors to log billable time and expenses to these projects, electronic invoicing to these customers, and the ability for these customers to pay these invoices electronically. Before using the Services, you must register with us and create an account (“Account”).

2.2 This Agreement incorporates by reference our Terms of Use and our Privacy Policy and the attached Exhibits:

Exhibit A – Company Invoicing and Payment

If there is a conflict between the Terms of Use and this Agreement, this Agreement shall control.

2.3 By registering your use of the Service (as defined below) and creating an Account, you agree to be bound to the terms of this Agreement.

3.1 You may only access and use the Service if you are currently registered or if you are a Registered Client.

3.2 To register for your Account, you or the person or people submitting the application (your “Representative”) must provide us with your first and last name, title, business or trade name, the nature of your business or activities, physical address, email, phone number, and certain other information that we may reasonably require.

3.3 You will be provided with a unique identifier to access and use the Service (“Username”). You agree not to share your unique identifier with any third party or allow any other person to use it.

3.4 As between us and you, any Content you upload or post to the Service shall remain your property. Upon termination of Service as set forth in this Agreement, we shall only be responsible to return the Content to you or immediately and permanently delete your Content.

3.5 All access to and use of the Service via script, robot, mechanical, computerized, or any other automated means not provided as part of the Service is strictly prohibited.

4.1 You agree not to duplicate, copy, sell, resell, reproduce, or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from us.

4.2 You agree not to modify, adapt, reverse engineer, or otherwise use the Service in an unauthorized manner or modify another website to falsely imply that it is associated with us or a Service.

4.3 We do not review or pre-screen the Content and we claim no intellectual property rights with respect to the Content.

4.4 You agree that you will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, libelous, defamatory, offensive, threatening, pornographic, obscene or in violation of the terms of this Agreement.

4.5 You agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited short message service “SMS” messages, bulk email “Spam,” viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

4.6 Except for your right to use the Services pursuant to this Agreement, you acknowledge and agree that all intellectual property ownership, license, and other rights and interests in and to the Service shall remain solely with us.

4.7 We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, a Service or any feature associated with the Service with or without notice, except that we will provide you with thirty (30) days’ notice if doing so would materially reduce the functionality of the Service. If you continue to use the Service following any modification, such use shall serve as your acceptance of the modification.

4.8 We reserve the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, installation of upgrades, repairs, or maintenance. We will use reasonable efforts to provide no less than two business days’ notice prior to any such suspension.

4.9 You grant to us a non-exclusive, royalty-free right during your use of the Service, to use your Confidential Information for performing our obligations in accordance with the terms of the Agreement. Such rights shall include permission for us to generate and publish aggregate, anonymized reports on system usage and Content trends and type.

5.1 We offer a service to process invoicing, payments, and other payment related services (“Company Payments”). In addition to Services related to Company Payments provided by us, the payment processing component of Company Payments is provided by the third-party payment processing provider Stripe, Inc. or its affiliates (“Payment Processor”). This payment processing is a Third Party Service (as defined below) and is subject to the Stripe Connected Account Agreement including  agreements and other documents referred to in such agreement (collectively, the “Payment Processing Agreement”), as modified by the Payment Processor in accordance with the Payment Processing Agreement. If you enroll in and continue to use Company Payments, you agree to be bound by this Section and the applicable terms of the Payment Processing Agreement.

5.2 Company Payments are subject to the fees and surcharges for the Services and subscription that we disclose, and you agree to during your registration process and through our Service. As a condition of us enabling Company Payments, you agree to provide us with accurate and complete information related to your use of Company Payments and authorize us to share such information and transaction information with the Payment Processor pursuant to our privacy policy. Transaction information from payors will be collected for processing of transactions by the Payment Processor in accordance with the Payment Processor’s terms applicable to the payments. You will comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using Company Payments.  You may cancel the use of Company Payments at any time by visiting here.

5.3 You agree that you will use the Services in compliance with i.) all applicable payment and credit card association network rules and regulations (including, but not limited to NACHA, MasterCard, Visa, Discover, and American Express), and ii) all federal, state, and local laws, rules, and regulations.

5.4 You agree that you will use the Services to conduct business with Registered Clients who have obtained goods and services from you in good faith, and you will not use the Services to submit or process false or fraudulent invoices.

6.1 For all paid subscriptions you must provide us with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, municipal, or other taxes which you agree to pay based on where you are located. Invoices will include (i) subscription fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which you are located. In the event of updated tax rates, we will apply the new tax rate without notice to you. In addition to any fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

6.2 We reserve the right to add an additional payment processing fee for the Services. We will notify you in advance of any changes to this fee payment structure.

6.3 If you have a monthly paying subscription, you will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Monthly subscriptions will thereafter be charged in advance every thirty (30) days. Annual subscriptions will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made for Annual subscriptions,  setup fees, and other professional service charges.

6.4 We will not issue you any refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for unused periods during your subscription.

6.5 There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.

6.6 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription. You authorize us to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

6.7 All prices are subject to change upon notice. Such notice may be provided by an e-mail message to you or in the form of an announcement on the Service.

6.8 You are responsible for paying all taxes associated with the subscription to the Service. If we have the legal obligation to pay or collect taxes for which you are responsible under this section, the appropriate amount shall be charged to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. We and any third-party vendors and hosting partners that provide the Service shall not use or disclose Content except as required to perform their obligations under this Agreement, their agreements with us, or as otherwise authorized by you in writing.

7.2 We reserve the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If we are required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then we will provide you with prompt written notice (to the extent permitted by law) prior to such disclosure so that you may seek a protective order or other appropriate relief. Subject to the foregoing sentence, we may furnish that portion (and only that portion) of the Confidential Information that is legally compelled or otherwise legally required to disclose.

8.1 We are responsible for providing a secure method of authentication and accessing its Service. We will provide mechanisms that:

allow for user password management;
transmit passwords in a secure format; and
protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.

8.2 You will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.

8.3 You agree to implement policies and procedures to prevent unauthorized use of your username and password and will promptly notify us if you believe that a username or password has been compromised, misused, lost, or stolen. While we provide you the ability to use your existing Microsoft or Google account, you agree that we shall not be liable for your failure to enable Multi-Factor Authentication (MFA) to protect your Account.

8.4 We shall notify you of any event that we reasonably believe represents unauthorized access to, disclosure of, use of, or damage to Content or breach of Confidentiality (a “Security Breach”) within seventy-two (72) hours after becoming aware of the Security Breach.

8.5 In the event of a Security Breach, we shall (a) cooperate with you to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with you in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with you in any litigation or investigation against third parties that you undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.

9.1 Our service provides automated backup of your Content with redundant locations/copies of this Content in various Azure Datacenter locations in a geo-redundant storage and recovery process.

10.1 You may only terminate your subscription, Account, or this Agreement using the account cancellation URL within the Service. You may be directed to call our customer support to complete the cancellation. Such termination shall not be accepted by any other means. We may, in our sole discretion, terminate your subscription, Account, or this Agreement as set forth herein or at the end of the subscription period you have selected.

10.2 We have, in our sole discretion, the right to suspend or discontinue providing the Service to you without notice and without liability for your actions that are (a) in material violation of this Agreement or (b) create a Security Emergency.

10.3 If you use the Service to materially violate this Agreement in a way that does not create a Security Emergency, we will provide you with a commercially reasonable notice of this violation, use commercially reasonable efforts to discuss and resolve the violation with you, and if despite the foregoing, the violation is not resolved to our reasonable satisfaction within thirty (30) days of such notice, then we reserve the right to suspend your access to the Service.

10.4 We may, in our sole discretion, terminate your Account or the Services after the end of your subscription.

11.1 Except in the case of a violation by us of our obligations under Section 7 above (“Confidentiality”), Section 8 above (“Security and Access”), and except as provided in Section 13.2 below (“Indemnification”), we shall not be liable for and you waive the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to you by us.

11.2 WITH THE EXCEPTION OF OUR LIABILITY ARISING FROM OUR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13.2, YOU AGREE THAT OUR LIABILITY ARISING OUT OF ANY AND ALL CLAIMS IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX-MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. ALL MACHINE LEARNING AND AI PRODUCTS AND SERVICES ARE PROVIDED TO YOU ON AN AS-IS AND AS-AVAILABLE BASIS. YOU FURTHER AGREE THAT WE ARE NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. OUR MAXIMUM TOTAL LIABILITY ARISING FROM OUR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13.2 SHALL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000.00) IN THE AGGREGATE FOR ANY AND ALL CLAIMS THEREUNDER. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

11.3 You will solely be responsible for any damage and/or loss of Content contained in your technology which occurs as a result of your electronic equipment and/or computer system.

12.1 WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY SERVICES WE PROVIDE TO YOU. FURTHERMORE WE do NOT make any warranty as to the use oF, or any results that may be obtained from, the use of the Service including, but not limited to machine learning and AI PRODUCTS AND services.

12.2 We make no warranty that its services when provided to You in digital or electronic format will be compatible with your computer and/or other equipment, or that these Services will be secure or error free.

12.3 We hereby disclaim all warranties of any kind related to your hardware or software beyond the warranties provided by the manufacturer of your hardware or software.

You hereby agree to indemnify us and hold us harmless from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

You or your Registered Client’s breach of any obligation stated in this Agreement; and
You or your Registered Client’s negligent acts or omissions.

We will provide prompt notice to you of any indemnifiable event or loss. You will undertake, at your own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to us. We reserve the right to participate in the defense of the claim, suit, or proceeding, at our expense, with counsel of our choosing.

13.2 We shall defend, indemnify, and hold you harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against you by a third party alleging a violation by us of our obligations under Section 7 above (“Confidentiality”) or Section 8 above (“Security and Access”) or that the Service (excluding any use of machine learning or AI products and services, and any output or results therefrom) infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that you:

promptly give written notice of the Claim to us (provided, however, that the failure to notify shall not relieve us of our indemnification obligations unless we can show that it was materially prejudiced by such delay and then only to the extent of such prejudice);
give us sole control of the defense and settlement of the Claim (provided that we may not settle any Claim unless it unconditionally releases you of all liability);
provide to us, at our cost, all reasonable assistance. We shall not be required to indemnify you in the event of: (i) modification of the Service by you in conflict with your obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (ii) use of the Service in combination with any other product or service not provided by us to the extent that the infringement or misappropriation claim would not have occurred but for such use; or (iii) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or

14.1 This Agreement constitutes the entire agreement between you and us and supersedes any prior agreements between you and us (including, but not limited to, any prior versions of this Agreement).

14.2 You acknowledge and agree that we may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

14.3 You acknowledge the risk that your use of the Service and Content stored and transmitted electronically through the Service may be intercepted by third parties. You agree to accept that risk and will not hold us liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted.

14.4 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

14.5 We reserve the right to amend this Agreement. In the event of material changes to the Agreement, we will notify you, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by you after reasonable notice will be considered acceptance of any new terms.

14.6 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

14.7 Governing Law and Venue. This Agreement will be governed and interpreted by the laws of the State of Ohio, and the parties’ consent and submit to the sole and exclusive jurisdiction and venue of the State or Federal Courts located in Columbus, Franklin County, Ohio.

Master Services Agreement