Master Services Agreement

Effective Date: May 8, 2026 · Last Updated: May 8, 2026

1. Introduction

This Master Services Agreement ("MSA") is entered into between Veri-Tech, Inc., an Indiana corporation ("Veri-Tech" or "Provider"), and the entity that has subscribed to the Service or executed an Order Form ("Customer"), and governs the commercial relationship between the parties for the provision of Veri-Tech's products and services.

This MSA incorporates by reference, and is governed in conjunction with, the Veri-Tech Terms of Service, Privacy Policy, Acceptable Use Policy, Data Processing Agreement, Service Level Agreement, and (for Customers with the HIPAA Compliance Pack) the Business Associate Agreement. In the event of a conflict between this MSA and another incorporated document, the order of precedence is: BAA → DPA → SLA → MSA → Terms of Service → Acceptable Use Policy → Privacy Policy.

2. Definitions

"Order Form" means a document, online checkout flow, or written agreement (including a Stripe Checkout Session) that identifies the Subscription Plan, billing interval, add-ons, and effective date for Customer's subscription.
"Service" means the Veri-Tech platform, including the web portal at veri-tech.net, associated APIs, worker services, and all related documentation.
"Subscription Plan" means the tier of service selected by Customer (Starter, Pro, or Enterprise), including any add-on packs.
"Subscription Term" means the initial term of Customer's subscription, beginning on the Effective Date and continuing for the period stated on the Order Form (monthly, annual, or multi-year).
"Renewal Term" means a successive Subscription Term following the Initial Term.
"Fees" means the subscription fees and other charges payable by Customer for access to and use of the Service.

3. Service Provision

3.1 Grant of Access. Subject to Customer's compliance with this MSA, the Terms of Service, and the Acceptable Use Policy, Veri-Tech grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes (and, for Managed Service Provider customers, on behalf of Customer's clients in accordance with the MSP terms in §5.3 of the Terms of Service).

3.2 Service Description. Detailed descriptions of the Service's features, scope, and Subscription Plan tiers are set forth in §4 and §5 of the Terms of Service.

3.3 Service Levels. Veri-Tech's availability commitments and remedies are set forth in the Service Level Agreement.

3.4 Modifications to the Service. Veri-Tech may modify, enhance, or discontinue features of the Service. Veri-Tech will provide at least thirty (30) days' advance notice before discontinuing a material feature on which Customer depends. Veri-Tech will not materially decrease the overall functionality of the Service during a paid Subscription Term.

4. Subscription Term and Renewal

4.1 Initial Term. Customer's subscription begins on the Effective Date and continues for the period selected at checkout or stated in an Order Form (the "Initial Term").

4.2 Automatic Renewal. Following the Initial Term, the Subscription Term will automatically renew for successive Renewal Terms equal in length to the Initial Term unless Customer cancels through the billing portal or provides written notice of non-renewal at least:

One (1) day before the renewal date for monthly subscriptions; or
Thirty (30) days before the renewal date for annual or multi-year subscriptions.

4.3 Effect of Cancellation. Cancellation takes effect at the end of the then-current Subscription Term. Customer retains access to the Service through the end of the paid period. No prorated refunds are provided for partial billing periods, except as required by Section 12.4.

4.4 Renewal Pricing. Renewal fees will be at Veri-Tech's then-current published pricing. Veri-Tech will provide at least thirty (30) days' advance notice of any price increase exceeding the prior period's fees by more than ten percent (10%); Customer may decline the renewal upon receipt of such notice without penalty.

5. Fees and Payment

5.1 Fees. Customer agrees to pay all Fees as set forth on the Order Form or as otherwise published at veri-tech.net. All Fees are stated in U.S. dollars.

5.2 Payment Method. Standard subscriptions are billed in advance via Stripe on the billing interval selected at checkout (monthly or annual). Enterprise customers may, at Veri-Tech's discretion, be invoiced on net thirty (30) day terms following execution of an Order Form.

5.3 Late Payment. Past-due amounts (i) accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and (ii) entitle Veri-Tech to suspend access to the Service after providing Customer with at least seven (7) days' written notice and an opportunity to cure.

5.4 Disputed Charges. Customer must notify Veri-Tech in writing of any disputed Fees within thirty (30) days of the invoice date. Undisputed amounts must be paid when due. The parties will cooperate in good faith to resolve disputed amounts within a reasonable period.

5.5 Taxes. All Fees are exclusive of applicable taxes (sales, use, VAT, GST, withholding, and similar). Customer is responsible for all such taxes other than taxes on Veri-Tech's net income.

5.6 Add-On Items. The HIPAA Compliance Pack and other add-ons are billed at the rate set forth on the Order Form and are coterminous with the underlying Subscription Plan.

6. Customer Data and Confidentiality

6.1 Customer Data. Customer Data is processed in accordance with the Privacy Policy and the Data Processing Agreement. Customer retains all rights to its data; Veri-Tech claims no ownership.

6.2 Confidential Information. Each party agrees to (i) use the other party's Confidential Information only for purposes of this MSA, (ii) protect such information using the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (iii) not disclose such information to third parties except to its employees, contractors, and advisors who have a need to know and are bound by comparable obligations of confidentiality.

6.3 Exceptions. The obligations in §6.2 do not apply to information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law (with prompt notice to the disclosing party where lawful).

7. Security and Compliance

7.1 Information Security Program. Veri-Tech maintains a written information security program that includes administrative, physical, and technical safeguards designed to protect Customer Data. The technical and organizational measures are detailed in Annex B of the DPA.

7.2 Incident Response. Veri-Tech maintains a documented incident response program. In the event of a security incident affecting Customer Data, Veri-Tech's notification commitments are set forth in the Incident Response Policy and the Breach Notification Policy.

7.3 Audit Rights. Veri-Tech's audit rights and Customer's information access rights are set forth in §5.7 of the DPA.

7.4 HIPAA. If Customer's use of the Service involves Protected Health Information, the parties' respective HIPAA obligations are governed by the Business Associate Agreement.

8. Warranties

8.1 Mutual Warranty. Each party represents and warrants that it has the corporate authority to enter into this MSA, and that doing so does not violate any other agreement to which it is a party.

8.2 Service Warranty. Veri-Tech warrants that the Service will perform materially in accordance with its published documentation. Customer's exclusive remedy for breach of this warranty is the service-credit mechanism set forth in the SLA.

8.3 Disclaimer. Except as expressly set forth in §8.1 and §8.2 and the SLA, the Service is provided "as is" and Veri-Tech disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Veri-Tech does not warrant that use of the Service will result in compliance with any particular regulatory framework or industry standard; compliance is a shared responsibility.

9. Indemnification

Mutual indemnification obligations are set forth in §13 of the Terms of Service and §7(g) of the BAA (where applicable).

10. Limitation of Liability

Each party's liability under this MSA is subject to the limitations set forth in §12 of the Terms of Service and §7(f) of the BAA (where applicable). For clarity, the Fees-paid liability cap applies in aggregate across all Veri-Tech agreements with Customer.

11. Term and Termination

11.1 Term. This MSA continues for as long as any Subscription Term is in effect.

11.2 Termination for Cause. Either party may terminate this MSA and all subscriptions upon written notice if the other party materially breaches this MSA or any incorporated agreement and fails to cure such breach within thirty (30) days of receipt of written notice describing the breach in reasonable detail.

11.3 Termination for Insolvency. Either party may terminate this MSA immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or undergoes assignment for the benefit of creditors.

11.4 Effect of Termination.

(a) Customer's right to access the Service ceases at termination, except as needed to export Customer Data;
(b) Veri-Tech retains Customer Data for thirty (30) days post-termination to enable export, after which it is deleted in accordance with §7 of the DPA;
(c) Customer remains liable for all Fees accrued through the effective date of termination;
(d) Sections 6, 8, 9, 10, 11.4, 12, and 13, and any obligations that by their nature survive, will survive termination;
(e) If Customer terminates for Veri-Tech's uncured material breach, Veri-Tech will refund prepaid Fees for the unused portion of the then-current Subscription Term.

12. General Provisions

12.1 Governing Law and Venue. This MSA is governed by the laws of the State of Indiana, without regard to conflict-of-laws principles. Disputes are resolved through the procedures set forth in §15 of the Terms of Service (informal resolution → AAA arbitration in Indianapolis, Indiana).

12.2 Notices. Legal notices to Veri-Tech must be sent to legal@veri-tech.net, with a copy to 285 Robb Hill Rd, Martinsville, IN 46151. Notices to Customer will be sent to the email address associated with Customer's account.

12.3 Force Majeure. Neither party is liable for delays or failures resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, civil unrest, or failures of third-party services (including Microsoft 365, Microsoft Azure, or Vercel).

12.4 Refunds for Material SLA Breach. Service-credit remedies for SLA breaches are addressed in the SLA. Service credits are Customer's sole monetary remedy for availability shortfalls.

12.5 Assignment. Neither party may assign this MSA without the other's prior written consent, except that either party may assign this MSA in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to the other party.

12.6 Order of Precedence. If any Order Form, individual addendum, or amendment expressly modifies a provision of this MSA, the more recent and more specific document controls for that subject matter only.

12.7 Severability. If any provision of this MSA is found unenforceable, the remaining provisions remain in full force and effect.

12.8 Waiver. A failure to enforce a provision is not a waiver of that provision.

12.9 Counterparts; Electronic Signature. This MSA may be accepted electronically (via Stripe Checkout consent collection, click-through, or DocuSign) and electronic signatures have the same legal effect as wet-ink originals.

12.10 Entire Agreement. This MSA, together with the Terms of Service, Privacy Policy, Acceptable Use Policy, DPA, SLA, and (where applicable) BAA, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous communications, proposals, or agreements relating thereto.

Contact Information

Veri-Tech, Inc.
Legal: legal@veri-tech.net
Procurement: legal@veri-tech.net
Address: 285 Robb Hill Rd, Martinsville, IN 46151
Website: veri-tech.net