Master Services Agreement

1. Agreement structure and definitions

This Master Services Agreement (this “Agreement”) is entered into by and between Father Technologies, LLC, a Delaware limited liability company (“Father,” “Provider,” “we,” “us,” or “our”), and the customer identified in an Order Form ("Customer," “you,” or “your”). This Agreement is effective on the date Customer first accepts an Order Form that incorporates this Agreement (the “Effective Date”).

An “Order Form” means an ordering document, statement of work, business offer, commercial proposal, or other document executed by the parties that references this Agreement and identifies the applicable services, deliverables, fees, subscription term, and other commercial terms. “Services” means the professional, advisory, deployment, implementation, managed, support, or other services described in an Order Form. “Deliverables” means the work product expressly identified as a deliverable in an Order Form. “Customer Data” means data, content, information, records, files, and materials submitted to, made available to, or processed by Provider for Customer in connection with the Services.

This Agreement and each Order Form form a separate agreement for the Services described in that Order Form. If this Agreement conflicts with an Order Form, the Order Form controls only for that Order Form and only to the extent it expressly identifies the provision of this Agreement it is intended to override. Any terms in a purchase order, vendor portal, acknowledgment, or similar Customer document are rejected and have no force unless Provider expressly accepts them in a writing signed by an authorized Provider representative.

2. Services and performance

Provider will perform the Services in a professional and workmanlike manner using personnel with appropriate skills and experience. Provider will determine the manner, means, methods, sequence, and timing of performing the Services, subject to the requirements expressly stated in the applicable Order Form.

Each Order Form will state the scope, assumptions, dependencies, deliverables, milestones, acceptance criteria, fees, expenses, and applicable term. Dates, estimates, forecasts, and schedules are good-faith estimates unless an Order Form expressly states that a date is a binding deadline. Provider may use employees, affiliates, and qualified subcontractors to perform the Services, while remaining responsible for their performance under this Agreement.

3. Customer responsibilities

Customer will, at its expense and in a timely manner:

1. provide accurate, complete, and lawful information, access, environments, credentials, systems, facilities, equipment, decisions, approvals, and cooperation reasonably needed for Provider to perform the Services;
2. designate a representative authorized to make decisions, provide approvals, and coordinate Customer personnel and third parties;
3. maintain appropriate backups, business-continuity arrangements, and security controls for Customer Data and Customer systems unless an Order Form expressly assigns those responsibilities to Provider;
4. obtain and maintain all rights, permissions, consents, notices, licenses, and legal bases needed for Provider to access, use, process, and disclose Customer Data and Customer materials as contemplated by this Agreement; and
5. ensure that Customer’s use of the Services and Deliverables complies with applicable law and does not violate any third-party right or Provider policy communicated to Customer.

Provider may rely on Customer-provided information and directions. Provider is not responsible for delays, defects, costs, or failures caused by Customer, its personnel, vendors, systems, data, instructions, or failure to meet its responsibilities. Provider may adjust the schedule, scope, and fees through a change order where a Customer-caused delay or dependency materially affects the Services.

4. Changes

Either party may request a change to an Order Form. A requested change must be made in writing and describe the requested modification. Provider may evaluate the request and provide a change order describing any effect on scope, Deliverables, assumptions, timeline, fees, or expenses. A change is not effective unless accepted in writing by authorized representatives of both parties. Provider is not required to begin changed work before that acceptance.

5. Acceptance

If an Order Form includes acceptance criteria for a Deliverable, Customer will have seven (7) calendar days after delivery, or the period stated in the Order Form if different, to give Provider written notice describing any material failure of the Deliverable to meet those criteria. Provider will use commercially reasonable efforts to correct a timely reported material nonconformity and resubmit the affected Deliverable for review.

A Deliverable will be deemed accepted if Customer does not provide a timely notice of material nonconformity, if Customer uses it in production or for its intended business purpose, or if Customer requests work outside the stated acceptance criteria. Services without a discrete Deliverable are deemed accepted when performed. Acceptance does not waive Customer’s rights for a breach of Provider’s express warranties under this Agreement.

6. Fees, invoicing, taxes, and expenses

Customer will pay all fees and approved expenses stated in the applicable Order Form without setoff, counterclaim, or deduction, except as required by law. Unless an Order Form states otherwise, Provider will invoice monthly in arrears for time-and-materials Services and in advance for recurring or subscription Services. Invoices are due thirty (30) days after the invoice date.

Overdue undisputed amounts may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law. Customer will reimburse Provider for reasonable collection costs, including attorneys’ fees, incurred in collecting overdue undisputed amounts. Provider may suspend affected Services on at least ten (10) days’ written notice if an undisputed invoice remains unpaid after its due date.

Fees exclude all sales, use, value-added, withholding, excise, and similar taxes, duties, levies, and governmental assessments. Customer is responsible for those amounts other than taxes based on Provider’s net income, property, or employees. If Customer is required to withhold tax, Customer will provide Provider with official tax receipts or other documentation sufficient to claim a credit or refund. Customer will reimburse pre-approved, reasonable travel and out-of-pocket expenses at cost.

7. Intellectual property and licenses

As between the parties, each party retains all right, title, and interest in and to its pre-existing and independently developed intellectual property. Provider retains all rights in its software, tools, utilities, frameworks, templates, methodologies, workflows, know-how, processes, inventions, models, documentation, improvements, and other materials, whether developed before or during the Services (“Provider Materials”). Customer retains all rights in Customer Data and Customer materials.

Subject to Customer’s timely payment of all amounts due under the applicable Order Form, Provider grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, perpetual license to use and reproduce the project-specific Deliverables provided under that Order Form solely for Customer’s internal business purposes. The license does not grant Customer a right to use Provider Materials independently of the Deliverables or to sell, distribute, host, commercialize, or make the Deliverables available to third parties unless an Order Form expressly states otherwise.

To the extent Provider incorporates any third-party materials into a Deliverable or Service, those materials are subject to the applicable third-party terms. Customer will comply with those terms. Customer grants Provider a non-exclusive, worldwide, royalty-free right during the Term to use, reproduce, modify, and process Customer Data and Customer materials solely as necessary to provide, secure, support, and improve the Services and to meet Provider’s legal obligations.

8. Feedback

If Customer provides suggestions, ideas, recommendations, or feedback about the Services or Deliverables, Provider may use them without restriction or obligation, provided Provider does not identify Customer as the source without Customer’s consent. Feedback does not include Customer Confidential Information.

9. Customer data, privacy, and security

Customer retains all right, title, and interest in Customer Data. Provider does not sell Customer Data and will not use Customer Data to train a generally available artificial intelligence or machine-learning model without Customer’s prior written consent. Provider will process Customer Data only to provide, secure, support, and improve the Services, comply with applicable law, prevent fraud or misuse, and follow Customer’s documented lawful instructions.

Provider will maintain administrative, technical, and organizational safeguards reasonably designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, taking into account the nature of the Services and the information processed. Customer acknowledges that no security measure is perfect and that Customer remains responsible for its systems, access controls, and backups unless an Order Form expressly provides otherwise.

If Provider processes personal data on Customer’s behalf and applicable privacy law requires additional terms, the parties will enter into an applicable data processing addendum. Customer is responsible for determining whether it may disclose personal data to Provider and for providing all required notices and obtaining all required consents. Provider will notify Customer without undue delay after confirming an unauthorized acquisition of Customer Data in Provider’s systems that triggers a notice obligation under applicable law, subject to legal restrictions and the need to preserve the integrity of an investigation.

10. Confidentiality

“Confidential Information” means non-public business, financial, commercial, legal, technical, operational, security, product, and customer information disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data, Order Forms, pricing, and security information are Confidential Information.

Recipient will use Discloser’s Confidential Information only to perform or receive the Services and exercise its rights under this Agreement. Recipient will protect it using at least reasonable care and will disclose it only to its personnel, affiliates, contractors, professional advisers, and financing sources that have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information Recipient can demonstrate: is or becomes publicly available through no breach of this Agreement; was lawfully known to Recipient without restriction before disclosure; is independently developed without use of Discloser’s Confidential Information; or is lawfully received from a third party without a confidentiality duty. Recipient may disclose Confidential Information where required by law, subpoena, or court order, provided it gives prompt notice where legally permitted and reasonably cooperates with Discloser’s efforts to seek protective treatment. These obligations continue for five (5) years after termination, except trade-secret obligations continue while the information remains a trade secret under applicable law.

11. Publicity

Neither party may use the other party’s name, logo, or trademarks in publicity, marketing, or announcements without the other party’s prior written consent, except that Provider may identify Customer by name and logo in a customer list after Customer’s written approval. Either party may revoke that approval in writing for future use.

12. Warranties and disclaimers

Each party represents that it has the authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner. Customer’s exclusive remedy, and Provider’s entire liability, for a breach of this warranty is for Provider to reperform the nonconforming Services, or, if Provider cannot reperform them after commercially reasonable efforts, to refund the fees paid for the nonconforming Services.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES, DELIVERABLES, PROVIDER MATERIALS, AND ANY THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Provider’s recommendations are advisory. Customer remains solely responsible for its decisions, implementation, regulatory and legal compliance, use of the Services and Deliverables, and selection and operation of third-party products or services. Provider does not provide legal, tax, accounting, investment, insurance, medical, or other regulated professional advice unless an Order Form expressly states otherwise.

13. Indemnification

Provider will defend Customer against a third-party claim alleging that Customer’s authorized use of a Deliverable infringes a United States patent, copyright, or trademark, and will pay final damages, settlements, and reasonable attorneys’ fees awarded against Customer, provided Customer promptly gives Provider written notice, gives Provider sole control of the defense and settlement, and reasonably cooperates. Provider has no obligation for claims arising from Customer Data, Customer materials, Customer specifications, modifications not made by Provider, combination with items not provided by Provider, use outside the Agreement or documentation, or continued use after Provider has offered a non-infringing alternative.

If use of a Deliverable is enjoined or Provider reasonably believes it is likely to be enjoined, Provider may, at its option, procure the right for Customer to continue using it, modify or replace it with a functionally equivalent non-infringing alternative, or terminate the affected Order Form and refund prepaid unused fees for the terminated portion. This section states Customer’s exclusive remedy and Provider’s entire liability for an intellectual-property infringement claim.

Customer will defend Provider and its affiliates, personnel, and subcontractors against third-party claims arising from Customer Data, Customer materials, Customer’s breach of Section 3, or Customer’s use of the Services in violation of this Agreement or applicable law, and will pay final damages, settlements, and reasonable attorneys’ fees awarded against the indemnified parties, subject to the same notice, control, and cooperation requirements above.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ORDER FORM WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THAT ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in this Agreement limits liability that cannot lawfully be limited, including liability for fraud or willful misconduct. Customer’s payment obligations, and either party’s obligations regarding misuse of the other party’s intellectual property or breach of confidentiality, are excluded from the limitation in the preceding paragraph solely to the extent and for the amounts stated in the applicable Order Form, if any.

15. Compliance with laws and trade controls

Each party will comply with laws applicable to its performance under this Agreement. Customer will not permit the Services, Deliverables, Provider Materials, or related technical data to be accessed, exported, re-exported, transferred, or used in violation of applicable export controls, sanctions, embargoes, or anti-boycott laws. Customer represents that it is not, and is not owned or controlled by, a person or entity subject to applicable sanctions that would prohibit Provider from performing the Services.

16. Suspension

Provider may suspend or restrict the affected Services immediately if necessary to prevent a security incident, protect Provider, Customer, or third parties, comply with law, address suspected fraud or misuse, or prevent material harm. Provider will use commercially reasonable efforts to provide notice and restore the Services promptly once the condition is resolved. Provider may also suspend Services for Customer’s undisputed nonpayment as described in Section 6.

17. Term and termination

This Agreement begins on the Effective Date and continues until terminated in accordance with this section. Each Order Form begins and continues for the term stated in that Order Form. Either party may terminate this Agreement or an affected Order Form for material breach if the breach remains uncured for thirty (30) days after written notice describing the breach in reasonable detail. Provider may terminate an affected Order Form immediately on written notice if Customer becomes insolvent, ceases business operations, or makes an assignment for the benefit of creditors, to the extent permitted by law.

Upon termination or expiration of an Order Form, Provider will stop performing the affected Services and Customer will pay all fees and approved expenses accrued through the effective date, including any non-cancellable committed fees identified in the Order Form. At Customer’s written request made within thirty (30) days after termination, Provider will make Customer Data then in Provider’s possession available for retrieval in a commercially reasonable format, subject to payment of all amounts due and Provider’s then-current reasonable assistance fees. Provider may delete Customer Data after that period unless prohibited by law or retained under Provider’s documented backup, archival, or legal-retention practices.

Sections that by their nature should survive termination will survive, including sections concerning fees, intellectual property, Customer Data, confidentiality, warranties and disclaimers, indemnification, limitations of liability, governing law, and general terms.

18. Force majeure

Neither party will be liable for delay or failure to perform, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, utility or telecommunications failures, internet or hosting failures, epidemic or pandemic, or failures of third-party suppliers. The affected party will use commercially reasonable efforts to mitigate the effect and resume performance. If a force-majeure event continues for more than sixty (60) days and materially prevents performance of an Order Form, either party may terminate the affected Order Form on written notice without further liability, except for amounts accrued before termination.

19. Notices

Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email with confirmation of transmission, to the notice address or email stated in the applicable Order Form. Notices are deemed received on personal delivery, one business day after courier dispatch, three business days after mailing, or on email transmission if sent during the recipient’s normal business hours and no delivery-failure notice is received. Either party may update its notice details by notice under this section.

20. Governing law, venue, and equitable relief

This Agreement and each Order Form are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes arising out of or related to this Agreement, and waive any objection based on venue or forum non conveniens. Each party waives trial by jury to the maximum extent permitted by law.

A breach or threatened breach of confidentiality, data-security, or intellectual-property obligations may cause irreparable harm for which monetary damages may be inadequate. The non-breaching party may seek injunctive or other equitable relief without posting bond, in addition to other available remedies.

21. General terms

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, franchise, or agency relationship. Neither party may bind the other or incur obligations on the other’s behalf. Provider may provide services to other customers, including competitors of Customer, provided it does not breach its confidentiality obligations.

Customer may not assign or transfer this Agreement or an Order Form, by operation of law or otherwise, without Provider’s prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer’s assets, provided the successor is not a Provider competitor and agrees in writing to assume Customer’s obligations. Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void.

No waiver is effective unless in writing and signed by the waiving party. A delay or failure to exercise a right is not a waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect. Headings are for convenience only and do not affect interpretation. The word “including” means “including without limitation.”

This Agreement, each Order Form, and any incorporated data processing addendum are the complete agreement between the parties regarding their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. Amendments must be in a writing signed by authorized representatives of both parties, except that Provider may update a referenced online policy prospectively upon reasonable notice where the update does not materially diminish Customer’s rights under an active Order Form.

This Agreement and Order Forms may be executed in counterparts, each of which is deemed an original and all of which together form one instrument. Electronic signatures and electronically delivered copies are effective to the fullest extent permitted by applicable law. No provision will be construed against a party because it drafted the provision.