Master Services Agreement (MSA)

This Master Services Agreement ("MSA") governs the commercial and service relationship between WholesaleOS ("Provider") and the customer entity executing an order form ("Customer").

This MSA is supplemented by applicable Order Forms, Statements of Work (SOWs), and data processing documents executed by the parties.

If there is a conflict, precedence is: signed Order Form, signed SOW, signed data processing terms, then this MSA unless otherwise stated in writing.

Provider will deliver services described in applicable Order Forms and SOWs, including software configuration, implementation, managed hosting, support, and advisory services where purchased.

Milestones, delivery targets, and service levels are as defined in the relevant Order Form or SOW.

Customer will provide timely access to systems, data, contacts, and approvals reasonably required for delivery.

Customer is responsible for the accuracy and legality of Customer-provided data and materials, including obtaining all required rights and permissions.

Delivery timelines may be reasonably adjusted for Customer-caused delays or missing dependencies.

Customer will pay all fees specified in the applicable Order Form according to the agreed billing schedule.

Unless otherwise specified, invoices are due within fifteen (15) days from invoice date.

Fees are exclusive of taxes, duties, or levies. Customer is responsible for applicable taxes other than taxes based on Provider net income.

Out-of-scope requests may be addressed through written change orders approved by both parties.

Change orders may adjust scope, fees, timeline, responsibilities, and acceptance criteria.

This MSA remains in effect until terminated in accordance with this section or superseded by a signed replacement agreement.

Either party may terminate for material breach not cured within thirty (30) days after written notice.

Termination does not relieve Customer of payment obligations for services rendered or fees accrued before the termination effective date.

Provider retains all rights, title, and interest in Provider software, tooling, methods, documentation, and derivative know-how except as expressly licensed.

Customer retains all rights in Customer data, trademarks, and Customer-provided materials.

License rights are defined in applicable licensing terms and order documentation.

Each party will protect the other party's Confidential Information using reasonable care and use it only for purposes of performing under this MSA.

Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party without restriction.

Provider will maintain commercially reasonable technical and organizational security measures appropriate to the services provided.

Processing of personal data will follow executed data processing terms between the parties.

Customer remains responsible for data collection legality and required notices or consents.

Each party represents it has authority to enter into this MSA.

Provider warrants services will be performed in a professional and workmanlike manner.

Except as expressly stated, services and software are provided "as is" and Provider disclaims implied warranties to the maximum extent permitted by law.

Provider will defend and indemnify Customer against third-party claims alleging that Provider deliverables infringe third-party intellectual property rights, subject to customary conditions and exclusions.

Customer will defend and indemnify Provider for third-party claims arising from Customer data, Customer materials, or Customer misuse of services.

Neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, loss of goodwill, or loss of data.

Except for excluded claims in executed terms, each party's aggregate liability under this MSA will not exceed the total amount paid or payable by Customer in the twelve (12) months preceding the claim.

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, utility failures, labor disputes, or government actions.

Governing law, venue, and dispute process are defined in the executed order package and controlling legal terms.

This MSA and incorporated documents form the entire agreement on the subject matter and supersede prior discussions on that subject.

Amendments must be in writing and signed by authorized representatives of both parties.

Assignment, subcontracting, waiver, severability, and notice mechanics are governed by executed terms.