Master Service Agreement

This Responder MAX Master Service Agreement (“Agreement”) is entered into between Responder MAX, LLC (“MAX”) and the customer (“Customer”) identified on the first order document signed by both Parties referencing this Agreement (“Order Form”), effective as of the effective date identified in that Order Form (“Effective Date”). Capitalized terms in this Agreement are defined in Section 16 (Definitions) and elsewhere in this Agreement. This Agreement and all Order Forms govern Customer’s access to and use of MAX’s Service. “Customer” and “MAX” also include such Party’s respective Affiliates, and Customer and MAX may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

2.1 Ownership of the Service. The Service is the property of MAX, and is protected by copyright, patent, trade secret and other intellectual property laws. MAX and its licensors retain any and all rights, title and interest in and to the Service, including all copies, modifications, extensions and derivative works thereof. Customer’s right to use the Service is limited to the rights expressly granted in this Agreement and the applicable Order Form(s). All rights not expressly granted to Customers are reserved and retained by MAX and its licensors.

2.2 Ownership of Customer Data. As between Customer and MAX, all Customer Data is the property of Customer, and Customer retains any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works thereof. MAX retains no right or interest in any Customer Data.

Subject to the terms and conditions of this Agreement, MAX hereby grants to Customer the non-exclusive, non-transferable (except as specified in Section 15.2, Assignment), worldwide, royalty-free right to access and use the Service during the Service Term in accordance with the terms of this Agreement and all applicable Order Form(s).

4.1 Customer Responsible for User Accounts. Customer is responsible for all activity occurring under Customer’s User accounts, and must comply with all applicable laws and regulations in connection with using the Service. Customer must notify MAX promptly upon becoming aware of any unauthorized use of any Customer password or account, and must notify MAX promptly upon becoming aware of, and stop, any unauthorized copying, distribution or other misuse of any aspect of the Service. MAX will promptly notify the customer of any breach or unauthorized access of the service.

4.2 Use Restrictions. During the term of this Agreement or any Order Form, Customer must not, without MAX’s prior written consent: use, copy, modify, rent, lease, sublease, sublicense, transfer or otherwise commercially exploit, or allow other third-party access to, any element of the Service, except as expressly permitted (Customer may allow its own customers to access the functionality or output of the Service for Customer’s internal business purposes per the applicable Order Form); create modifications or derivative works of the Service; reverse engineer the Service; gain unauthorized access to the Service or its related systems or networks; interfere with or disrupt the integrity or performance of the Service or its data; send, store, or use Customer Data for which Customer lacks sufficient ownership or other rights; send spam or unsolicited messages in violation of applicable law; send or store infringing, obscene, threatening, libelous, or otherwise unlawful material; or intentionally send or store material containing viruses, worms, trojan horses, or other malicious code. This provision includes sharing login access to MAX Technology or MAX-supplied content contained therein.

4.3 Accounts and Internet Access. You and Your Authorized Users will need Internet access and may need to create or log into an account to use the Service. You agree that you and Your Authorized Users will not share any user ID or passwords, and will not do anything that might jeopardize the security of your account. You are solely responsible for arranging and paying for Internet or other network access, equipment, software, services, and other resources required to access and/or use the Service. MAX will not be responsible for the support of your access and will not be responsible for the reliability, security, or performance of any access if documented technical requirements are not met.

5.1 Compliance with Privacy Laws. MAX will use Customer Data in connection with the Service only as permitted by Privacy Laws and this Agreement; provided, however, that if compliance with any Privacy Laws would materially change MAX’s costs or risks in providing the Service, each Party will have the right to terminate this Agreement (including all Order Forms) under Sections 6.2 and 6.5 upon at least thirty (30) days prior written notice, unless the Parties agree in writing that MAX may continue providing the Service without complying with the change-triggering Privacy Laws. In the event of such a termination, MAX’s sole obligation will be to promptly refund Customer, on a pro rata basis, any prepaid Service Edition Fees unused as of the termination effective date.

5.2 Security of the Service. MAX’s data security program for the Service will include industry-standard reasonable security measures to protect against unauthorized access to Customer Data, comply with PCI DSS, and comply with all applicable laws and regulations. MAX will not be responsible or liable for any deletion, correction, damage, destruction, or loss of Customer Data that does not arise from a breach by MAX of its obligations under this Agreement, except for MAX’s gross negligence or willful misconduct.

5.3 Business Continuity & Disaster Recovery. MAX will maintain and implement business continuity and disaster recovery plans throughout the term of this Agreement to help ensure availability of Customer Data following any significant interruption or failure of critical business processes or systems affecting the Service, and will provide Customer copies of these plans within 30 days of a written request.

5.4 Support & Service Level Agreement. MAX will provide technical support for the Service in accordance with Appendix A (Support and Service Level Agreement) as long as Customer is entitled to receive support under the applicable Order Form and this Agreement.

6.1 Term of Agreement. This Agreement begins on the Effective Date and continues in effect until all Order Forms expire or are terminated per Section 6.5. The agreement for Website Customers automatically renews annually with thirty (30) days’ notice.

6.2 Effect of Expiration or Termination of Agreement. Sections 1, 2, 4.2, 6.3, 6.5, 8, 9, 10, 11.3, 12, 13, 14, 15, and 16 survive any expiration or termination of this Agreement. Applicable Order Forms may identify additional surviving terms. Regardless of the basis for expiration or termination, MAX will not be obligated to retain any Customer Data for longer than five (5) days after such expiration or termination.

6.3 Term of Order Forms. The term of particular Order Forms will be set forth therein, starting on the Effective Date specified and continuing for the Initial Service Term specified therein.

6.4 Terminations of Agreement. Either Party may terminate any Order Forms per their respective terms; if not otherwise specified, either Party may terminate for cause upon written notice if the other Party fails to cure any material breach within thirty (30) days after receiving reasonably detailed written notice. If the software does not function as represented, the customer has the option to cancel the contract after the first year, with at least thirty (30) days’ notice of intent to cancel before the end of the contract term.

6.5 Effect of Termination of Order Forms. If an Order Form is terminated under Section 6.5, all terms of that Order Form that reasonably should survive will survive, including Customer’s payment obligations if MAX terminates for cause.

Customer orders the MAX Service via one or more Order Forms.

7.1 Purchase Orders. If Customer requires a purchase order before making payment under an Order Form, Customer must provide a valid PO conforming to the applicable Order Form in time to meet its payment obligations. Any conflicting terms of any PO are superseded by this Agreement or Order Form, regardless of any failure to object.

7.2 Modification of Fees Upon Renewal. MAX reserves the right to modify Fees for its Service under future Order Forms, effective upon commencement of any renewal Term, by notifying Customer in writing at least thirty (30) days before the end of the then-current Service Term.

8.1 Payment Details. Customers must pay all Fees per this Agreement and each executed Order Form. Except as otherwise stated: all obligations to pay Fees are non-cancelable and payments are non-refundable; Customer must pay without setoffs, withholdings, or deductions; Customer must pay all Fees within thirty (30) days after receiving each invoice; and all payments must be in U.S. dollars. If an Order Form provides for payment via credit card or electronic money transfer, MAX may process such payment on the date of MAX’s invoice.

8.2 Taxes. MAX’s Fees are exclusive of all taxes, levies, or duties, excluding taxes based solely on MAX’s income. Customer is responsible for paying all such taxes unless it provides a valid tax exemption certificate.

8.3 Customer Contact Information. Customer agrees to provide MAX accurate billing and contact information at all times, including the applicable legal entity name, street address, e-mail address, name, and telephone number of an authorized billing contact, updated within thirty (30) days of any change. Customer shall also maintain at least one Admin who is a current employee authorized to administer Customer’s use of the Service.

8.4 Consequences of Non-Payment. If Customer fails to make required payments: Customer will owe an interest penalty of one and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law; MAX will be entitled to recover reasonable attorneys’ fees and collection costs; and MAX may temporarily suspend Customer’s access to the Service if the account remains delinquent for thirty (30) days after a delinquency notice, with Fees continuing to accrue during any such suspension.

8.5 Renewal Pricing for Websites. License pricing is a fixed price for one (1) year unless otherwise outlined in the customer’s specific agreement terms. Prices escalate by 3% per year starting at the renewal date, with only one price escalation allowed within any twelve (12) month period.

To the extent use of the Service requires use of any third-party products or services, such products and services may require Customer to agree to separate terms. Customers may enter into correspondence with, purchase products or services from, and/or participate in promotions of third parties. Any such third-party activities, products, services, and associated terms are solely between Customer and the relevant third parties. MAX does not support, endorse, or make any representations or warranties regarding any such third-party products or services, and will have no liability whatsoever in connection therewith.

If a customer wishes to purchase training, implementation, or other professional services from MAX relating to the Service (“Professional Services”), the Parties will mutually execute one or more separate Order Forms containing the relevant terms. Except as expressly stated otherwise: Customer retains all ownership rights in copyrightable works it owned prior to the Effective Date or developed independently and outside the scope of this Agreement (“Pre-existing Customer Intellectual Property”), and in deliverables developed by MAX or otherwise provided to Customer in connection with this Agreement (“MAX Deliverables”), other than MAX Independent Intellectual Property. Customer grants MAX a non-exclusive, non-transferable, worldwide, royalty-free license to use Pre-Existing Customer Intellectual Property solely in connection with providing the Service. All software, methodologies, and know-how owned and developed by MAX prior to the Effective Date or independently thereafter (“Pre-existing MAX Intellectual Property”), and any deliverables independently developed in whole by MAX (“MAX Independent Intellectual Property”), remain the property of MAX, which grants Customer a non-exclusive, non-transferable, worldwide, royalty-free license to use them internally in connection with the Service during the Term. Nothing in this Agreement prohibits MAX from performing similar Professional Services for any third party, or Customer from hiring a third party to perform similar Professional Services (though Customer may not give a direct competitor of MAX access to the Service or MAX’s Intellectual Property without MAX’s prior written consent).

11.1 Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement, and that it constitutes a valid and binding agreement enforceable in accordance with its terms.

11.2 Additional MAX Commitments. MAX further represents and warrants that it will use commercially reasonable technical means to screen for and detect disabling devices, viruses, and other harmful code, and will make commercially reasonable efforts to notify Customer at least thirty (30) days in advance of scheduled changes MAX believes are likely to have a material adverse impact on Customer’s use of the Service. If MAX breaches these warranties, Customer’s exclusive remedy is for MAX to make commercially reasonable efforts to correct the non-conformity or, if unable to do so within sixty (60) days, for Customer to terminate the applicable Order Form(s) and receive a pro rata refund of unused prepaid Fees.

11.3 Warranty Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT: MAX AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SERVICE, PROFESSIONAL SERVICES, OR ANY OTHER MATTER, AND DO NOT WARRANT THAT THE SERVICE OR PROFESSIONAL SERVICES ARE OR WILL BE ERROR-FREE, MEET CUSTOMER’S REQUIREMENTS, OR BE TIMELY OR SECURE. MAX AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET; MAX IS NOT RESPONSIBLE FOR SUCH PROBLEMS NOT CAUSED BY MAX. CUSTOMER’S SUBSCRIPTION AND FEES ARE NOT CONTINGENT ON DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES.

11.4 Emergency services. THE SERVICE IS NOT AN EMERGENCY NOTIFICATION OR DISPATCH SYSTEM AND MUST NOT BE RELIED ON IN PLACE OF 911 OR OFFICIAL ALERTING SYSTEMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION 11 MAY NOT APPLY TO YOU.

Each Party shall defend, indemnify, and hold the other Party, its officers, directors, agents, affiliates, and employees harmless from any loss, liability, claim, suit, or expense (including reasonable attorneys’ fees) arising from a third-party claim based on the indemnifying Party’s breach of this Agreement, infringement of a third-party right, negligent or willful act or omission, or violation of any law, as relating to the performance of the Services and/or this Agreement.

MAX will have no obligation or liability, and Customer will indemnify and hold MAX harmless, for any third-party claim arising from: the combination, operation, or use of the Service with any product, device, software, or service not supplied by MAX where the combination creates the infringement; unauthorized alteration or modification of the Service by Customer; or MAX’s compliance with Customer’s designs, specifications, or instructions in providing Professional Services.

The foregoing are the indemnifying Party’s sole obligations, and the other Party’s exclusive remedies, with respect to indemnification and the matters addressed in this section.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: except for sums due MAX under applicable Order Forms, and except for Customer’s obligations and liability under Sections 4.2 (Use Restrictions) and 12 (Indemnification), neither Party’s total aggregate liability arising from or relating to this Agreement will exceed the amounts actually paid by and/or due from Customer in the 12-month period immediately preceding the event giving rise to such liability. Except as noted above, in no event will either Party or its affiliates, owners, officers, directors, employees, or licensors be liable for any indirect, punitive, special, exemplary, incidental, or consequential damages of any kind arising out of or connected with this Agreement, regardless of cause, even if advised of the possibility of such damages. These terms apply regardless of the form of action, whether based on contract, tort, statute, or any other legal or equitable theory, and allocate risk under this Agreement between Customer and MAX, reflected in the Fees charged for the Service.

14.1 Definition. “Confidential Information” means information and materials provided by the disclosing Party (“Discloser”) to the receiving Party (“Recipient”) that are identified as confidential at the time of disclosure, or that a reasonable person in the relevant industries should understand to be confidential. Customer’s Confidential Information includes all Customer Data, non-public business information, and Customer’s Intellectual Property. MAX’s Confidential Information includes all pricing terms, non-public business plans, non-public aspects of MAX Technology, and results of any evaluation of the Service performed by or for Customer.

14.2 Purpose. Recipient must not use Discloser’s Confidential Information for any purpose other than carrying out Recipient’s obligations or exercising its rights under this Agreement.

14.3 Permitted Disclosures and Obligations. Recipient must not disclose Confidential Information to any third party other than its Affiliates, contractors, consultants, and employees who need to know it and are bound by substantially similar confidentiality obligations (each Party is responsible for its own Affiliates’/contractors’/consultants’/employees’ compliance). Recipient must treat Confidential Information with at least the same degree of care it gives its own, and not less than reasonable care. Neither Party may publicly disclose the existence or nature of negotiations between the Parties without prior written consent.

14.4 Exclusions. Recipient’s obligations do not apply to Confidential Information that is or becomes public through no fault of Recipient, is rightfully in Recipient’s possession free of confidentiality obligation, was independently developed, or is communicated by Discloser to an unaffiliated third party free of confidentiality obligation. Disclosure required by valid legal process, by law, or to establish either Party’s rights under this Agreement is not a breach if Recipient gives Discloser prompt notice and reasonable cooperation.

14.5 Ownership and Destruction of Confidential Information. All Discloser Confidential Information and materials remain Discloser’s property; no license or other rights are granted or implied. Promptly after any request by Discloser, Recipient will destroy or return all Confidential Information and materials and confirm this in writing, though Recipient may retain electronic backup copies created under standard archiving practices as long as it continues to comply with this Agreement regarding them.

14.6 Export. Exchange of Confidential Information is subject to all applicable export laws and regulations.

14.7 Confidentiality Period. Recipient’s obligations regarding Discloser’s Confidential Information remain in effect for the term of this Agreement and for three (3) years after any expiration or termination.

15.1 Governing Law. This Agreement is governed by Delaware law and controlling United States federal law, without regard to conflicts-of-law provisions. Disputes are subject to the exclusive jurisdiction of the state and federal courts located in Delaware, USA. The Service is a service, not a good, and is not subject to the Uniform Commercial Code, the Uniform Computer Information Transactions Act, or the UN Convention on the International Sale of Goods.

15.2 Assignment. Neither Party may assign, sublicense, or otherwise transfer this Agreement, or any rights or obligations under it, without the other Party’s prior written consent (not to be unreasonably withheld); provided that either Party may assign this Agreement to a successor-in-interest in connection with a merger, acquisition, reorganization, or sale of most or all of its assets, or to its Affiliate, upon written notice. In such a permitted transfer, the rights granted continue subject to the same usage limitations that applied prior to the transfer. Any purported assignment in violation of this section is void. In the event of a permitted transfer by Customer to a direct competitor of MAX, MAX may terminate this Agreement for cause under Section 6.5, with a pro rata refund of unused prepaid Fees.

15.3 Force Majeure. If either Party is prevented from performing any obligation (other than payment) due to a cause beyond its reasonable control (e.g., war, riots, labor unrest, natural disasters, Internet service failures, denial-of-service attacks), that Party’s performance is excused for the resulting period of delay or inability to perform.

15.4 Marketing. Upon Customer’s prior written consent, which may be withheld or revoked at any time, MAX may identify Customer as a MAX customer on MAX’s website and marketing materials. Within thirty (30) days after Customer goes live on the Service, the Parties will issue a mutually agreed joint public announcement, and Customer may consider serving as a reference in its sole discretion.

15.5 Independent Contractors. The Parties are independent contracting parties. Neither Party has, or will hold itself out as having, authority to incur any obligation on behalf of the other. This Agreement does not create a joint venture, partnership, franchise, employment, or agency relationship.

15.6 Notices. Legal notices required under this Agreement must be delivered in writing, in person, by nationally recognized overnight delivery service, or by certified U.S. mail (signature required), to the other Party’s corporate headquarters, Attention: Legal Department. Other notices may be sent by email to the applicable assigned or billing contact. Either Party may change its notice address by written notice to the other.

15.7 Anti-Corruption. Customer acknowledges it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or other thing of value by any MAX employee, representative, or agent in connection with this Agreement, and will promptly notify MAX if it becomes aware of any circumstances contrary to this acknowledgment.

15.9 Execution. This Agreement may be signed electronically and in counterparts, each of which is deemed an original.

15.10 Entire Agreement. This Agreement, together with any applicable Order Forms, comprises the entire agreement between Customer and MAX regarding its subject matter, supersedes all prior or contemporaneous negotiations or agreements, and may only be modified by a document signed by authorized representatives of both Parties.

As used in this Agreement: “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party (control meaning ownership of more than fifty percent (50%) of voting interests). “Content” means the audio and visual information, documentation, software, products, and services contained in or made available via the Service, other than Customer Data and Customer Confidential Information. “Customer Data” means any data, information, or material received by the Service from Customer or Customer’s Users in the course of accessing or using the Service. “Intellectual Property Rights” means rights under any copyright, patent, trademark, trade secret, and other intellectual property laws worldwide. “Normal Communication Channels” means the online channels through which MAX normally communicates important information to its customers. “Privacy Laws” means applicable laws and regulations regarding data privacy and transmission of personal data that apply to MAX’s provision of the Service to Customer. “Service” means MAX’s applicable subscription or engagement-based offering, accessible via any website or platform designated by MAX, which MAX provides to Customer under an Order Form, including all associated Content and MAX Technology. “User(s)” means Customer’s customers, employees, representatives, consultants, contractors, and agents authorized by Customer to use the Service. “MAX Technology” means all of MAX’s and its licensors’ proprietary technology made available to Customer as part of or in connection with the Service.

Response Times. For all support issues relating to the MAX Websites, MAX will make an industry-standard and commercially reasonable effort to respond promptly (via MAX’s Normal Support Channels), in any event within two (2) Business Days after receipt, unless otherwise specified in the Customer’s specific contract/package level.

Uptime Commitment. The Uptime Percentage for the Service will be ninety-nine and five-tenths percent (99.5%). Subject to the exclusions below, Uptime Percentage is calculated by subtracting from 100% the percentage of 1-minute periods during any yearly billing cycle in which Customer’s Production Tenant(s) is/are Unavailable, out of the total minutes in that cycle, measured using MAX’s industry-standard monitoring tools.

Exclusions from Uptime Percentage. Service unavailability resulting from any of the following is excluded from the Uptime Percentage calculation: regularly scheduled maintenance not exceeding ten (10) hours per 12-month period, communicated at least twenty-four (24) hours in advance; issues with a third-party service to which Customer subscribes (e.g., third-party integrations and data providers); problems not caused by MAX resulting from Customer’s hardware, equipment, software, the Internet, or other electronic-communications issues; MAX’s suspension or termination of the Service in accordance with this Agreement; exceeding MAX’s published Concurrent Request Limits; software subject to unauthorized modification by Customer; negligent or intentional misuse of the Service by Customer; and Beta or limited-availability features identified as such by MAX.

The Service is controlled, operated, and administered by Responder MAX from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use content accessed through respondermax.com in any country or manner prohibited by applicable laws, restrictions, or regulations.

Responder MAX reserves the right, in its sole discretion, to change the terms under which respondermax.com and related services are offered. The most current version of these Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of updates.

Responder MAX welcomes your questions or comments regarding these Terms:

Responder MAX, LLC
Richmond, VA

Website: https://respondermax.com
Email: getstarted@respondermax.com
Phone: (571) 367-9852