This Master Services Agreement (MSA) outlines the terms and conditions governing the
licensing of Qode’s proprietary software and hosted services. This Agreement is made
between Qode, Inc. (“Qode”) and the entity identified in the applicable Order Form
(“Customer”).By signing or digitally accepting an Order Form, Customer agrees to these Master Terms and confirms that the individual executing the Order Form has the authority to do so.1. General Terms
These Master Terms define the legal relationship between Qode and Customer, including rights and obligations under relevant addenda such as the Hosted Services Addendum and Self-Hosted Services Addendum. This MSA does not obligate Qode to provide licenses or services unless outlined in an Order Form.
2. Order of Precedence
In case of conflicts, these Master Terms will govern unless an Addendum explicitly states that its provisions take precedence.
3. Fees & Payments
- 3.1 Payment Terms: Customer agrees to pay all applicable fees outlined in Order Forms and Addenda. Unless otherwise specified, payments are due within 30 days of invoice issuance.
- 3.2 Operating Expenses: Customer is responsible for all expenses related to its obligations under this Agreement.
- 3.3 Disputed Charges: Disputes regarding invoiced charges must be reported in writing within 30 days of the invoice date.
- 3.4 Late Fees: Late payments incur a 1.5% monthly interest charge on outstanding balances.
- 3.5 Taxes: Customer is responsible for any applicable sales, use, import/export taxes, except for taxes based on Qode’s income.
- 3.6 Auditing Rights: Customer must maintain accurate financial records for up to two years post-termination. Qode reserves the right to audit these records to verify compliance.
4. Confidentiality
- 4.1 Definition: “Confidential Information” refers to proprietary or non-public information, including Qode’s software, data models, and business processes.
- 4.2 Non-Disclosure: Both parties agree to protect Confidential Information and limit its disclosure only to authorized personnel.
- 4.3 Exceptions:
Confidentiality obligations do not apply to information that:
- Is publicly available.
- Was lawfully received from a third party.
- Is required to be disclosed by law.
5. Intellectual Property
Customer acknowledges that Qode retains full ownership of all Intellectual Property Rights, including Licensed Software and Hosted Services. Customer is not permitted to modify, copy, reverse engineer, or distribute Qode’s proprietary materials.
6. Warranties & Disclaimers
- 6.1 Mutual Warranties: Each party represents that entering into this Agreement does not violate any existing contracts or obligations.
- 6.2 Limited Warranty: Qode provides Licensed Software and Hosted Services “as is” without warranties of merchantability or fitness for a particular purpose.
7. Limitation of Liability
- 7.1 Exclusion of Damages: Neither party is liable for indirect, consequential, or punitive damages, including lost profits or business interruptions.
- 7.2 Maximum Liability: Qode’s total liability is capped at the total fees paid by Customer in the past 12 months.
8. Indemnification
- 8.1 Qode’s Indemnity: Qode will defend Customer against claims alleging that Licensed Software or Hosted Services infringe U.S. intellectual property rights. This indemnity does not apply to claims arising from unauthorized modifications or third-party integrations.
- 8.2 Customer’s Indemnity: Customer will indemnify Qode against claims arising from breach of contract, misuse of services, or unauthorized data sharing.
9. Term & Termination
- 9.1 Term Duration: This Agreement remains effective as long as an Order Form is active, unless terminated earlier.
- 9.2 Termination for Breach:
Either party may terminate the Agreement if the other party:
- Fails to pay within 30 days of due date.
- Violates material terms and fails to cure within 30 days.
- 9.3 Bankruptcy or Insolvency: If either party declares bankruptcy, the other party may terminate the Agreement immediately.
- 9.4 Post-Termination Obligations Upon termination, Customer must stop using Qode’s services and pay outstanding balances.
10. Miscellaneous
- 10.1 Governing Law: This Agreement is governed by California law, and disputes shall be resolved in California courts.
- 10.2 Arbitration: Disputes will be resolved through binding arbitration in San Francisco, CA, under JAMS arbitration rules.
- 10.3 Force Majeure: Neither party is liable for failures caused by events beyond their control, such as natural disasters or regulatory changes.
- 10.4 Publicity: Qode may refer to Customer in marketing materials unless explicitly prohibited.
- 10.5 No Third-Party Rights: This Agreement does not grant rights to third parties.
- 10.6 Assignment: Neither party may assign this Agreement without prior written consent, except in the event of a merger or acquisition.
- 10.7 Severability: If any provision is found unenforceable, the remaining provisions remain valid.
- 10.8 Entire Agreement: This Agreement supersedes all prior agreements and constitutes the entire understanding between Qode and Customer.