Master Service Agreement

1. How it fits together

• This agreement sets the general terms.
• Order forms list the plan, quantities, price, term and any special terms. If an order form and this agreement disagree, the order form wins for that order.
• The Data Processing Addendum, Service Level Agreement and Acceptable Use Policy are part of it.

2. The service

We provide Underpass to the customer's authorized users as described on our website and in the order form, and keep it secure as described on our Security page. We may improve the service; we won't materially reduce what an active order includes during its term.

3. The customer's part

• Keeps its users' sign-ins, auth keys and API tokens secure, and is responsible for its users' actions.
• Uses the service lawfully and under the Acceptable Use Policy.
• Has the rights it needs to the data it puts into the service.

4. Fees and payment

• Fees are as stated in the order form and are invoiced [annually / monthly] in advance.
• Invoices are due within [30] days. Fees exclude taxes, which the customer pays where they apply.
• If an invoice is more than [30] days late, we may suspend the service after giving [10] days' written notice.

5. Term and renewal

Each order runs for the term in the order form and renews for the same length unless either side gives notice at least [30] days before it ends. This agreement lasts while any order is active.

6. Confidentiality

Each side keeps the other's non-public information confidential, uses it only for this agreement, and protects it at least as well as its own, with reasonable care as a minimum. This doesn't cover information that is public, already known, independently developed, or that must be disclosed by law (with notice where allowed).

7. Customer data

Customer data stays the customer's. We use it only to provide, secure and support the service, under the Data Processing Addendum. The customer can export its data through the dashboard and API at any time, and for 30 days after the agreement ends.

8. Warranties

We warrant that the service will perform materially as described, and that we won't knowingly introduce malicious code. If it doesn't, we'll fix it, or the customer may end the affected order and get a refund of prepaid fees for the remaining term. Otherwise the service is provided as is.

9. Liability

Neither side is liable for indirect or consequential damages, lost profits or lost data. Each side's total liability is capped at the fees paid or payable in the [12] months before the claim. The caps don't apply to unpaid fees, breach of confidentiality, the indemnities below, or liability that can't be limited by law.

10. Indemnities

• We defend the customer against third-party claims that the service infringes their intellectual property.
• The customer defends us against third-party claims arising from its data or its use of the service in breach of this agreement.

11. Ending the agreement

Either side may end an order if the other materially breaches this agreement and doesn't fix it within 30 days of written notice. On termination, fees for the period used stay due, and we delete customer data as the Data Processing Addendum describes.

12. General

• Governed by the laws of [State or country]; disputes go to the courts of [City, State or country].
• Neither side may assign it without consent, except to a successor of its whole business.
• Notices go to the addresses in the order form; ours to [Registered address] and legal@getunderpass.com.
• It's the whole agreement on its subject and can only be changed in writing signed by both sides.

13. Signing one

To set up an MSA and order form, write to legal@getunderpass.com with your organization's legal name, address and the plan you need.