Master Services Agreement
Effective Date: July 20th, 2024
This Master Services Agreement (the "Agreement") is made and entered into by and between Abmatic Inc. with its principal offices at 651 N Broad St. Ste 201, Middletown DE 19709 (“Abmatic AI” or “Provider”) and Customer (“Customer”, “you” as defined in the applicable Order Form or Customer Account). This Agreement describes the terms under which Abmatic AI will make its Services available to Customer.
1. Services
1.1 Provision of Services: Provider agrees to provide the services ("Services") described in the attached Business Terms Overview ("BTO"). Each BTO will be governed by the terms of this Agreement.
1.2 Subscription Period: The period of access to the Services will be specified in the applicable BTO (“Subscription Period”). The BTO is not cancelable by Customer during a Subscription Period. At the end of the initial Subscription Period, the Subscription Period will automatically renew for successive terms equaling the initial period, unless Customer notifies Provider in writing 90 days prior to the termination of the current Subscription Period, or as otherwise specified in a BTO. Any renewals will be at Provider’s then-current rates or rate increases specified in the BTO.
2. Term and Termination
2.1 Term: This Agreement commences on the Effective Date and continues until the expiration date specified in the applicable BTO.
2.2 No Termination for Convenience: This Agreement and any BTO hereunder cannot be terminated for convenience and will only terminate upon the expiry of the contract term specified in the BTO.
2.3 Non-Renewal: Should the Subscription Period end and the Customer declines to renew their BTO, the Customer's license to the Platform will be revoked.
2.4 Termination for Cause: Either party may terminate this Agreement and all BTOs immediately upon written notice to the other party if the other party: (a) commits a material breach of this Agreement and fails to remedy the breach within thirty (30) days after written notice; or (b) repeatedly breaches this Agreement. Abuse or excessive usage of the Services beyond the scope permitted under a BTO will be deemed a material breach justifying termination or suspension of the Customer’s account.
2.5 Effect of Termination: Upon termination of this Agreement: (i) all license rights hereunder will immediately terminate, and (ii) Customer will cease use of the Services.
3. Fees and Payment
3.1 Fees: Customer agrees to pay the fees set forth in the applicable BTO.
3.2 Payment Terms: Invoices are due and payable within thirty (30) days from the invoice date.
3.3 Late Payments: Any late payments will accrue interest at the rate of 1.5% per month, or the highest rate allowed by law, whichever is lower.
3.4 Taxes: Fees do not include taxes. Customer shall pay, indemnify, and hold Abmatic AI harmless from all applicable sales/use, gross receipts, value-added, GST, or other taxes on the transactions contemplated herein, other than taxes based on the net income or profits of Abmatic AI.
3.5 Refunds: All sales are final, and no refunds will be provided unless otherwise agreed to by both parties in writing.
4. Confidentiality
4.1 Confidential Information: Both parties agree to keep confidential all non-public information provided by the other party ("Confidential Information").
4.2 Exclusions: Confidential Information does not include information that is (a) publicly available, (b) already in the receiving party's possession, (c) obtained from a third party without breach of confidentiality, or (d) independently developed.
5. Intellectual Property
5.1 Ownership: Provider retains all rights, title, and interest in and to its pre-existing intellectual property and any improvements thereto.
5.2 License: Provider grants Customer a non-exclusive, non-transferable license to use the deliverables as specified in the BTO for Customer's internal business purposes.
6. Warranties and Disclaimers
6.1 Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
6.2 Service Warranty: Provider warrants that the Services will be performed in a professional and workmanlike manner.
6.3 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability
7.1 Limitation: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUE, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap: IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE BTO.
8. Miscellaneous
8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
8.2 Entire Agreement: This Agreement, including all BTOs, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
8.3 Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
8.4 Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified in the BTO.
8.5 Security Commitment: Provider is committed to maintaining a high level of security as detailed at abmatic.ai/security-commitment.
9. Data Protection and Privacy
9.1 Compliance: Both parties agree to comply with all applicable data protection laws and regulations, including but not limited to GDPR, CCPA, etc.
9.2 Data Handling: Provider will handle all customer data in accordance with its data privacy policy located at abmatic.ai/privacy-policy and abmatic.ai/dpa and ensure appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data.
10. Force Majeure
10.1 Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to circumstances beyond its reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party’s employees), Internet service provider failures or delays, or the unavailability or modification by third parties of third party products. The party affected by such circumstances shall promptly notify the other party in writing of the circumstances and shall use all reasonable efforts to resume performance as soon as practicable.