MASTER SERVICES AGREEMENT (MSA)
This Master Services Agreement (“Agreement” or “MSA”) governs the provision of services by 574 Technologies LLC, an Indiana limited liability company (“Provider”), to its clients (“Client”).
This Agreement is made available publicly and becomes binding upon Client’s execution of a Statement of Work (“SOW”) that references this Agreement.
1. PURPOSE AND SCOPE
This Agreement establishes the general terms and conditions under which Provider may deliver information technology services to Client.
Specific services, pricing, service levels, and commercial terms are defined exclusively in one or more mutually executed Statements of Work (“SOW”). This Agreement does not obligate Client to purchase any services unless and until a SOW is executed.
2. DEFINITIONS
“Services” means the services described in an applicable SOW.
“Charges” means the fees, rates, and expenses set forth in an applicable SOW.
“Confidential Information” means non-public, proprietary, or confidential information disclosed by one Party to the other in connection with this Agreement.
“Consumer Information” means nonpublic personal information as defined under applicable federal or state law, including information protected under the FTC Safeguards Rule.
“Force Majeure Event” means an event beyond a Party’s reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, power or utility failures, internet or telecommunications outages, or failures of third-party service providers.
3. ACCEPTANCE AND INCORPORATION
This Agreement is incorporated by reference into each SOW executed between Provider and Client.
By executing a SOW, Client acknowledges that it has reviewed, understands, and agrees to be bound by this Agreement, as it exists at the time the SOW is executed.
4. STATEMENTS OF WORK
Services will be provided only as described in a SOW executed by both Parties.
Each SOW is incorporated into and governed by this Agreement. In the event of a conflict between this Agreement and a SOW, the SOW shall control only with respect to the services described in that SOW.
5. TERM AND TERMINATION
This Agreement becomes effective upon Client’s execution of its first SOW and remains in effect until terminated.
Termination rights, notice requirements, and service terms are defined in the applicable SOW. Termination of a SOW does not automatically terminate this Agreement unless expressly stated.
Termination does not relieve Client of payment obligations incurred prior to termination.
6. FEES AND PAYMENT
Client agrees to pay all Charges as set forth in the applicable SOW.
Unless otherwise stated:
- Invoices are due upon receipt
- Disputed charges must be submitted in writing within a reasonable time
- Client is responsible for applicable taxes
- Provider may suspend services for non-payment in accordance with the applicable SOW.
Annual Price Adjustment
Service fees for recurring services may be adjusted by Provider no more than once during any twelve (12) month period. Any such adjustment will apply prospectively and will not exceed nine percent (9%) of the then-current recurring fees, unless otherwise stated in the applicable Statement of Work.
Provider will provide Client with no less than thirty (30) days’ written notice prior to any price adjustment taking effect. Continued use of the Services after the effective date of the adjustment constitutes acceptance of the updated pricing.
This section applies only to Provider’s service fees and does not limit Provider’s ability to pass through third-party cost increases, including but not limited to licensing, subscriptions, or usage-based charges, as otherwise permitted under this Agreement.
7. CHANGE IN SCOPE
Services outside the scope of a SOW require mutual written agreement. Additional services may be billed at Provider’s standard rates unless otherwise agreed.
8. CLIENT RESPONSIBILITIES
Client is responsible for:
Providing accurate and timely information
Maintaining supported systems and required vendor relationships
Cooperating reasonably with Provider
Making business decisions related to risk acceptance
Provider is not responsible for issues caused by unsupported systems, unauthorized changes, or failures of third-party platforms.
9. CONFIDENTIALITY
Each Party agrees to protect the other Party’s Confidential Information and to use such information solely for purposes of performing under this Agreement.
Confidentiality obligations survive termination of this Agreement.
10. INTELLECTUAL PROPERTY
Client receives a limited, non-exclusive right to use deliverables created specifically for Client’s environment during the term of the applicable SOW.
Provider retains all rights to its tools, scripts, templates, methodologies, automation, processes, and know-how used to deliver the Services.
Nothing in this Agreement transfers ownership of Provider intellectual property.
11. WARRANTIES
Provider warrants that Services will be performed in a professional manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY SET FORTH IN A SOW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. LIMITATION OF LIABILITY
Provider shall not be liable for:
Failures or outages caused by third-party platforms or vendors
Security incidents beyond Provider’s reasonable control
Indirect, incidental, or consequential damages
Provider’s total aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider during the twelve (12) months preceding the event giving rise to the claim.
13. INDEMNIFICATION
Each Party shall indemnify the other against third-party claims arising solely from the indemnifying Party’s gross negligence or willful misconduct.
All indemnification obligations are subject to the limitations of liability set forth in this Agreement.
14. FORCE MAJEURE
Neither Party shall be liable for delays or failures caused by a Force Majeure Event.
15. INDEPENDENT CONTRACTORS
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
16. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Indiana, without regard to conflict-of-law principles. Venue for any dispute shall lie in Elkhart County, Indiana.
17. SERVICE LEVELS
Any service levels, response targets, or performance commitments are defined solely in the applicable SOW and are not guaranteed unless expressly stated therein.
18. MISCELLANEOUS
Entire Agreement. This Agreement and applicable SOWs constitute the entire agreement between the Parties.
Amendments. Provider may update this Agreement periodically. Updates apply prospectively and do not affect existing SOWs unless expressly stated.
Severability. Invalid provisions do not affect the remainder of the Agreement.
Assignment. Neither Party may assign this Agreement without consent, except in connection with a merger or sale of assets.
This Agreement is provided for reference purposes. Binding obligations arise only upon execution of a Statement of Work.