Last updated: July 1, 2026
This Master Service Agreement (this "Agreement") is entered into by and between DataVec, Inc., a Delaware corporation ("DataVec"), and the customer identified in an Order or that otherwise accepts this Agreement ("Customer"). It governs Customer's purchase and use of DataVec's hosting platform and related services. This Agreement is intended for business customers and, once executed or accepted, supersedes DataVec's standard online Terms of Service for the Services it covers.
This Agreement is effective on the date Customer first accepts it or the effective date of the first Order (the "Effective Date").
2.1 Provision. Subject to this Agreement, DataVec will make the Services described in each Order available to Customer during the applicable term. DataVec grants Customer a non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes and to operate Customer's applications and offerings.
2.2 Changes. DataVec may update the Services and Documentation from time to time. DataVec will not materially decrease the core functionality of a Service purchased under an active Order during its paid term without reasonable notice.
2.3 Accounts and access. Customer is responsible for configuring its account, managing Users, safeguarding credentials, API tokens, and keys, and for all activity under its account. Customer will ensure that its Users and the end users of its applications comply with this Agreement.
2.4 Acceptable use. Customer will use the Services in compliance with the Acceptable Use provisions of DataVec's Terms of Service, which are incorporated by reference. Customer will also comply with, and will ensure its Users and end users comply with, the acceptable use policies of DataVec's third-party infrastructure providers to the extent applicable to Customer's use, and will bind the end users of its applications to terms no less protective than that Acceptable Use Policy. DataVec may suspend Services as described in Section 6.
3.1 Fees. Customer will pay the fees stated in each Order. Unless an Order says otherwise, subscriptions are billed in advance and renew automatically for successive terms at the then-current rate.
3.2 Payment. Fees are due as stated in the Order or invoice. Payments are processed through Stripe, Inc. Undisputed overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and DataVec may suspend Services for non-payment after notice.
3.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on DataVec's net income.
3.4 Price changes. DataVec may change prices effective on renewal with at least 30 days' notice.
4.1 Term. This Agreement begins on the Effective Date and continues until all Orders have expired or terminated.
4.2 Order term and renewal. Each Order runs for its stated term and renews as stated in the Order unless either party gives notice of non-renewal before the end of the current term.
4.3 Termination for cause. Either party may terminate this Agreement or an affected Order if the other party materially breaches and does not cure the breach within thirty (30) days after written notice (or immediately for a breach incapable of cure or a material breach of Sections 2.4, 7, or 8).
4.4 Termination for insolvency. Either party may terminate if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding not dismissed within 60 days.
4.5 Effect of termination. On expiration or termination: (a) Customer's right to use the affected Services ends; (b) Customer will pay all fees accrued through the effective date of termination; and (c) DataVec will make Customer Content available for export for thirty (30) days, after which DataVec may delete it in accordance with the DPA, except where retention is required by law. Provisions that by their nature should survive (including Sections 3, 5.3, 7, 8, 9.2, 10, 11, 12, and 13) survive.
5.1 Ownership. As between the parties, Customer owns all Customer Content. Customer grants DataVec a non-exclusive license to host, process, and transmit Customer Content solely to provide and support the Services and as instructed by Customer.
5.2 Data protection. To the extent DataVec processes personal data on Customer's behalf, the parties will comply with the DPA, which reflects each party's obligations under applicable data-protection laws (including the GDPR, UK GDPR, and CCPA/CPRA). The DPA is incorporated into and forms part of this Agreement.
5.3 Security. DataVec will maintain reasonable and appropriate administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, use, loss, or disclosure, as further described in the DPA. Customer is responsible for securing its own applications, credentials, and integrations, and for maintaining appropriate backups.
5.4 Aggregated data. DataVec may collect and use aggregated and de-identified data derived from operation of the Services (that does not identify Customer, its Users, or any individual) to operate, secure, analyze, and improve the Services.
6.1 DataVec may suspend Customer's or a User's access to the Services if (a) required by law; (b) continued use poses a security, integrity, or operational risk to the Services or others; (c) Customer is more than 15 days overdue on undisputed fees after notice; (d) Customer materially breaches Section 2.4; or (e) a third-party infrastructure provider requires it or Customer's use violates such a provider's acceptable use policy. DataVec will limit any suspension in scope and duration to what is reasonably necessary and will restore access promptly once the issue is resolved.
7.1 DataVec IP. DataVec and its licensors retain all right, title, and interest in and to the Services, the runtime and software, the Documentation, and all related intellectual property. No rights are granted except as expressly stated.
7.2 Feedback. Customer grants DataVec a perpetual, irrevocable, royalty-free license to use any feedback Customer provides, without restriction.
8.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked or should reasonably be understood as confidential, including the Services' non-public features, pricing, security information, and Customer Content.
8.2 Obligations. Recipient will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to personnel and advisors who need it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public without breach, was rightfully known before disclosure, is independently developed, or is rightfully received from a third party.
8.3 Compelled disclosure. Recipient may disclose Confidential Information if required by law, provided it gives (where lawful) prompt notice and reasonable cooperation to seek protective treatment.
9.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
9.2 Service warranty. DataVec warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is, at DataVec's option, correction of the non-conformity or termination of the affected Order with a refund of prepaid, unused fees for the terminated portion.
9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND DATAVEC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. Availability commitments, if any, are set out solely in an SLA.
10.1 By DataVec. DataVec will defend Customer against any third-party claim alleging that the Services, as provided by DataVec and used in accordance with this Agreement, infringe that third party's intellectual property rights, and will indemnify Customer for damages and reasonable costs finally awarded or agreed in settlement. DataVec has no obligation for claims arising from Customer Content, Customer's applications or configurations, combinations with non-DataVec products, or use in breach of this Agreement. If the Services are or may be enjoined, DataVec may, at its option, procure the right to continue, modify the Services to be non-infringing, or terminate the affected Order and refund prepaid, unused fees.
10.2 By Customer. Customer will defend DataVec against any third-party claim arising from (a) Customer Content or Customer's applications, (b) Customer's or its Users' use of the Services in violation of this Agreement or law, or (c) Customer's breach of Section 2.4, and will indemnify DataVec for damages and reasonable costs finally awarded or agreed in settlement.
10.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and reasonably cooperate.
11.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
11.3 Exceptions. The exclusions and cap do not apply to: Customer's payment obligations; either party's indemnification obligations; a party's breach of Section 8 (Confidentiality); Customer's breach of Section 2.4 or Section 7; or liability that cannot be limited under applicable law. Any separately negotiated data-protection liability cap in the DPA applies to claims under the DPA.
This Agreement is governed by the laws of the State of Delaware, U.S.A., without regard to conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to their jurisdiction and venue. Each party waives any right to a jury trial to the extent permitted by law. Nothing prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
13.1 Entire agreement; order of precedence. This Agreement, the DPA, and each Order are the entire agreement between the parties on the subject and supersede prior or contemporaneous agreements. In case of conflict, the order of precedence is: (1) the DPA (for data-protection matters), (2) the applicable Order, (3) the body of this Agreement, then (4) the Documentation.
13.2 Assignment. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, on notice.
13.3 Subcontractors. DataVec may use subcontractors and subprocessors to provide the Services and remains responsible for their performance; subprocessing of personal data is governed by the DPA.
13.4 Publicity. Neither party will use the other's name or marks in publicity without prior written consent, except that DataVec may identify Customer as a customer in a customer list or on its website where Customer has not objected in writing.
13.5 Notices. Notices must be in writing and sent to the parties' designated contacts (for DataVec, legal@datavec.com); notices are effective on receipt.
13.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
13.7 Independent contractors; no third-party beneficiaries. The parties are independent contractors, and this Agreement creates no third-party beneficiary rights.
13.8 Export and sanctions. Each party will comply with applicable export-control and sanctions laws.
13.9 Severability; waiver; counterparts. If any provision is unenforceable, the remainder stays in effect. No waiver is effective unless in writing. This Agreement may be executed in counterparts, including electronically.
DataVec, Inc. — legal@datavec.com
14807 257th Ave SE, Monroe, WA 98272, USA
Agreed and accepted. Where this Agreement is signed rather than accepted online, each party's authorized representative signs below.
| DataVec, Inc. | Customer |
|---|---|
| Signature: | Signature: |
| Name: | Name: |
| Title: | Title: |
| Date: | Date: |
Questions about these terms? Contact legal@datavec.com.