Master Service Agreement

1. Parties and structure

This Master Service Agreement (“MSA”) is between LocalBusinessAudit (“Provider”) [To be completed: registered company name, entity type and registered address] and the business that subscribes to a paid plan (“Customer”). It takes effect when Customer first subscribes.

The agreement between the parties consists of, in this order of priority if they conflict:

• the Order: the plan, price and billing period Customer selects at checkout, or any order form both parties sign;
• this MSA;
• the Data Processing Agreement, which takes priority on matters of personal data;
• the Terms of Service and Refund Policy.

2. Definitions

• Service: the LocalBusinessAudit platform at localbusinessaudit.com and the features included in Customer's plan.
• Users: the people Customer allows to use its workspace, including team members it invites.
• Customer Data: information Customer or its Users submit to the Service, such as client and prospect lists, branding, recipients of emailed reports and webhook settings.
• Reports: the audit reports and other output the Service produces for Customer.

3. Provider's obligations

• Provider will supply the Service with reasonable skill and care and in line with its published description.
• Provider will use commercially reasonable efforts to keep the Service available, but does not guarantee uninterrupted availability and does not offer service credits. Planned maintenance will be scheduled to limit disruption where practical.
• Provider will give support by email at [email protected] during normal business hours.
• Provider will protect Customer Data using the measures described in the Data Processing Agreement.

4. Customer's obligations

• Customer is responsible for its Users, for keeping their logins secure, and for their compliance with this agreement.
• Customer will use the Service only for lawful business purposes and in line with the acceptable use rules in the Terms of Service.
• Customer confirms it has the right to submit its Customer Data, including a lawful basis for any personal data about its clients, prospects and staff.
• Customer is solely responsible for its communications with its own clients and prospects, including reports it sends or shares, and for complying with anti-spam, marketing and privacy laws when it does so.
• Customer will stay within the audit limits of its plan.

5. White-label reports and client work

On plans that include it, Customer may present Reports to its clients and prospects under its own name, logo and contact details. Customer must have the right to use any branding it uploads.

Reports are produced automatically from public information and may contain errors. Customer is responsible for reviewing a Report before relying on it or presenting it to a third party, and for any advice it gives based on it. Provider has no relationship with, or liability to, Customer's clients.

6. Fees and payment

• Fees are those shown in the Order and on the pricing page at the time of purchase, billed monthly in advance through Stripe.
• Fees exclude taxes, which Customer pays where they apply.
• Plan changes during a billing period are charged or credited in proportion to the time remaining.
• Provider may change fees on at least 30 days' notice by email, effective from the next renewal after the notice period.
• If payment fails and is not corrected within 14 days of notice, Provider may suspend the paid features until it is.
• Refunds are available only as set out in the Refund Policy and in this MSA.

7. Term and termination

• The agreement runs month to month and renews automatically until either party ends it.
• Customer may cancel at any time from Settings; cancellation takes effect at the end of the current billing period.
• Provider may end the agreement on 30 days' written notice, refunding any fees paid for the period after termination.
• Either party may end the agreement immediately by written notice if the other materially breaches it and does not fix the breach within 30 days of being told, or becomes insolvent.
• Provider may suspend access without notice where needed to address a security risk or unlawful use, and will restore it once the issue is resolved.
• After termination, Customer may request an export of its Reports for 30 days. Provider then deletes Customer Data as set out in the Data Processing Agreement.

8. Confidentiality

Each party will keep the other's non-public business, technical and financial information confidential, use it only to perform this agreement, and protect it with at least reasonable care. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law (in which case the disclosing party will give notice where permitted). These obligations continue for three years after the agreement ends.

9. Intellectual property

Provider owns the Service, including its software, scoring methods and design. Customer owns its Customer Data and grants Provider a licence to use it only to provide the Service.

Provider grants Customer a non-exclusive licence to use, copy and share the Reports generated for it, for its own business and for its clients, for as long as it likes. Provider may use information that does not identify Customer or any person, such as aggregate scores by industry, to improve the Service.

10. Data protection

Where Provider processes personal data on Customer's behalf, the Data Processing Agreement applies and forms part of this agreement. Provider's own use of personal data, such as account and billing details, is described in the Privacy Policy.

11. Warranties and disclaimers

Each party confirms it has the authority to enter this agreement.

Except as stated in this MSA, the Service and Reports are provided “as is”. Provider does not warrant that Reports are complete or accurate, or that acting on them will produce any particular ranking, traffic, lead volume or revenue. Data supplied by third parties, including Google, is outside Provider's control. All other warranties are excluded to the fullest extent the law allows.

12. Indemnities

• By Provider: Provider will defend Customer against a third-party claim that the Service, used as permitted, infringes that party's intellectual property rights, and pay damages finally awarded. This does not cover claims arising from Customer Data, Customer's branding, or use of the Service in breach of this agreement.
• By Customer: Customer will defend Provider against third-party claims arising from Customer Data, Customer's branding, Customer's communications with its clients and prospects, or Customer's breach of law, and pay damages finally awarded.
• The party seeking an indemnity must give prompt notice, allow the other to control the defence, and cooperate reasonably.

13. Limitation of liability

Neither party is liable to the other for lost profits, revenue, business or goodwill, or for indirect, special or consequential loss.

Each party's total liability under this agreement is limited to the fees Customer paid in the 12 months before the event giving rise to the claim. These limits do not apply to Customer's obligation to pay fees, to either party's indemnity obligations, or to liability that cannot be limited by law.

14. General

• Notices: to Provider at [email protected]; to Customer at the email address of the account owner.
• Changes: Provider may update this MSA on at least 30 days' notice by email. If Customer objects to a material change it may cancel before the change takes effect.
• Assignment: neither party may transfer this agreement without the other's consent, except to a successor in a merger or sale of its business.
• Events outside control: neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Independent parties: nothing here creates a partnership, agency or employment relationship.
• Entire agreement: the documents listed in section 1 are the whole agreement on this subject and replace earlier discussions. If part of it is unenforceable, the rest continues.
• Governing law: [To be completed: governing law and courts (state or country)]