Enterprise Master Services Agreement
Effective Date: September 14, 2026
This Master Services Agreement establishes the general legal terms under which Efficion LLC will provide Efferent subscriptions, implementation, integration, support, professional services, and related services to enterprise customers.
1. Master Agreement
This Master Services Agreement establishes the general legal terms under which Efficion LLC will provide Efferent subscriptions, implementation, integration, support, professional services, and related services to an enterprise customer. Specific Services, fees, quantities, service levels, and project terms will be set forth in mutually executed Order Forms or Statements of Work.
2. Orders and Statements of Work
Each Order Form or SOW is incorporated into this MSA. No purchase order or customer procurement document modifies this MSA unless expressly accepted in a writing signed by authorized representatives of both parties.
3. Access Rights
Efficion grants Customer a limited, non-exclusive, non-transferable right during the applicable term to access and use Efferent for internal business purposes by Authorized Users, subject to purchased entitlements and documentation.
4. Professional Services
Where professional services are purchased, the applicable SOW will define scope, assumptions, responsibilities, deliverables, acceptance criteria, milestones, dependencies, and fees. Changes require a written change order or mutually approved amendment.
5. Customer Cooperation
Customer will timely provide personnel, access, information, decisions, credentials, test data, and other cooperation reasonably required. Delays caused by Customer may result in schedule adjustments and reasonable additional charges where stated in the SOW.
6. Fees and Payment
Customer will pay undisputed invoices according to the applicable Order Form. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Customer must raise good-faith billing disputes promptly and pay undisputed portions when due.
7. Taxes
Fees exclude applicable taxes. Customer is responsible for sales, use, value-added, withholding, and similar transaction taxes, excluding taxes imposed on Efficion's net income. If withholding is legally required, Customer will provide appropriate documentation.
8. Data Protection
The parties will comply with applicable privacy and data protection law. Where Efficion processes Personal Data on Customer's behalf, the Efferent DPA is incorporated by reference or executed separately. Customer is responsible for lawful collection, instructions, notices, consents, and configuration.
9. Information Security
Efficion will maintain a written information security program with administrative, technical, and organizational safeguards appropriate to the nature of the Services and information processed. Enterprise security commitments may be further described in a Security Addendum.
10. Third-Party Platforms
Efferent may depend on third-party platforms, carriers, cloud services, and APIs. Efficion will use commercially reasonable efforts to maintain supported integrations but is not responsible for third-party outages, policy changes, deprecations, account enforcement, or API restrictions outside Efficion's reasonable control.
11. Communications and Platform Compliance
Customer is responsible for consent, lawful messaging, marketing rules, content, recipient rights, and compliance with third-party platform policies. Efficion may suspend functionality where necessary to comply with law, protect the Services, or respond to a third-party provider requirement.
12. AI and Automation
Customer controls whether and how to use available AI and automation features. Customer remains responsible for configuring workflows, reviewing outputs as appropriate, preventing prohibited uses, and evaluating suitability for consequential decisions.
13. Intellectual Property
Each party retains ownership of its pre-existing intellectual property. Efficion owns Efferent and all improvements, derivative technology, documentation, know-how, and platform-related intellectual property, excluding Customer Data and Customer materials. Unless an SOW expressly states otherwise, deliverables that are configurations, templates, or platform extensions remain Efficion technology, while Customer retains its proprietary content.
14. Confidentiality
Each party will protect Confidential Information with reasonable care, use it solely for the relationship, and disclose it only to personnel and contractors with a need to know and confidentiality obligations. Compelled disclosure is permitted after legally permissible notice.
15. Security Incidents
Efficion will investigate confirmed security incidents affecting Customer Personal Data and provide notifications required by applicable law or the DPA. Customer will promptly notify Efficion of suspected compromise of Customer credentials or connected accounts.
16. Service Levels and Support
Any uptime commitment, support response target, service credit, maintenance rule, or escalation procedure applies only if set forth in an applicable SLA or Order Form. Service credits, if any, are Customer's exclusive monetary remedy for a failure to meet the applicable service level.
17. Representations and Warranties
Each party represents it is duly organized, has authority to enter the Agreement, and will comply with laws applicable to its performance. Efficion warrants professional services will be performed in a professional and workmanlike manner. Customer's exclusive remedy for breach is re-performance or, if Efficion cannot cure, refund of fees paid for the nonconforming professional services.
18. Disclaimer
EXCEPT FOR EXPRESS WARRANTIES, THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE.' EFFICION DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. Mutual Indemnification
Customer will indemnify Efficion against third-party claims arising from Customer Data, Customer's communications, or unlawful use. Efficion will defend Customer against a third-party claim alleging that Efferent, when used as authorized, infringes a U.S. patent, copyright, or trademark, subject to customary exclusions and Efficion's right to modify, replace, obtain rights, or terminate the affected Service with a prorated refund.
20. Limitation of Liability
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM AN ORDER WILL NOT EXCEED AMOUNTS PAID OR PAYABLE UNDER THAT ORDER DURING THE TWELVE MONTHS BEFORE THE EVENT. NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS. Excluded claims may include confidentiality breach, infringement indemnity, Customer's payment obligations, and liabilities that cannot lawfully be limited, as negotiated in the applicable Order.
21. Insurance
Upon reasonable enterprise request and subject to commercially available coverage, Efficion may maintain insurance appropriate to its business, which may include commercial general liability, technology errors and omissions, cyber liability, and workers' compensation. Specific limits must be stated in an Order Form or Security Addendum to be binding.
22. Term and Termination
This MSA continues until terminated according to its terms. Termination of the MSA does not automatically terminate active Orders unless stated otherwise. Either party may terminate for uncured material breach. Efficion may suspend for security, legal, nonpayment, or abuse reasons.
23. Audit and Compliance Cooperation
Where required by applicable law or an executed DPA, Efficion will provide reasonable information demonstrating compliance, subject to confidentiality, security, scope, frequency, and cost limitations designed to avoid unnecessary operational risk.
24. Publicity
Neither party may use the other's trademarks in public marketing without authorization, except Efficion may identify Customer as a customer only if permitted by the applicable Order Form or separate written consent.
25. Governing Law and Disputes
Unless an Order Form states otherwise, New Jersey law governs, excluding conflicts principles. The parties consent to state and federal courts located in New Jersey. Before litigation, business and legal representatives will attempt in good faith to resolve disputes through executive escalation.
26. General Provisions
This MSA, Orders, SOWs, DPA, SLA, and expressly incorporated policies form the entire agreement. Amendments must be in writing. Invalid provisions will be limited or severed without invalidating the remainder. Neither party creates a partnership, fiduciary, agency, or employment relationship.