Master Service Agreement (MSA)

Effective 2026-08-24  ·  Version 1.0-a9ea849bdf9c
Operated by Akovex, Inc., a Delaware corporation. This document is not legal advice.

1. Structure

This MSA, together with the Data Processing Agreement, any Order Form, and any Statement of Work, is the whole agreement between Akovex, Inc. ("Provider") and the counterparty ("Customer").

Order of precedence: (1) a signed Order Form, for commercial terms only; (2) this MSA; (3) the DPA, which controls on personal data processing; (4) the Terms of Service, which fill any gap. Where this MSA is signed, it supersedes the online Terms of Service on any conflicting point.

2. Services and licence

Provider grants Customer a non-exclusive, non-transferable right, during the term, for Customer and its authorised users to access and use the Akovex platform for Customer's internal business purposes, in the tier and user count on the Order Form.

Affiliates. Customer's affiliates may use the Platform under this MSA; Customer remains responsible for their compliance.

3. Implementation and onboarding

Any implementation, migration or configuration services are described in a Statement of Work with its own fees, deliverables, acceptance criteria and timeline. Absent a signed SOW, Provider has no implementation obligation. Migration of Customer data from prior systems is a professional service, not part of the subscription.

4. Service level agreement

This section takes effect only under an executed Order Form that expressly incorporates it, and only once the uptime monitoring and public status page needed to measure it are in operation. No availability commitment applies to self-service subscriptions; see the Terms of Service, section 11.

4.1 Availability commitment. Provider will use commercially reasonable efforts to make the Platform available 99.5% of the time, measured monthly.

4.2 Exclusions. Availability excludes: scheduled maintenance notified at least 48 hours in advance (targeted at no more than 4 hours per month, outside 07:00-19:00 US Mountain Time on business days); emergency security maintenance; failures of Customer's own network, devices or third-party integrations Customer connects; force majeure; and suspension permitted under this MSA.

4.3 Service credits. Where monthly availability falls below the commitment, Customer may request a credit against the next invoice:

Credits must be requested within 30 days of the end of the affected month. Service credits are Customer's sole and exclusive remedy for failure to meet the availability commitment, except that Customer may terminate without penalty and receive a pro-rata refund if availability falls below 95% in any two months within a rolling six-month period.

4.4 Support.

Business hours are 09:00-17:00 US Mountain Time, Monday to Friday, excluding US federal holidays. Support is by email to [email protected].

4.5 Escalation. Unresolved S1 or S2 issues escalate to the Provider account owner named on the Order Form, then to Provider's executive contact.

5. Fees, invoicing and taxes

Fees, term and payment schedule are on the Order Form. Invoices are due net 30 unless stated otherwise. Undisputed amounts more than 30 days overdue accrue interest at 1.0% per month or the maximum lawful rate, whichever is lower. Customer must raise any invoice dispute within 15 days of receipt and pay undisputed amounts. Provider may suspend after 15 days' written notice of non-payment. Fees exclude taxes other than taxes on Provider's income.

Renewal and price changes. Terms renew for successive periods of equal length unless either party gives 60 days' written notice before the end of the current term. Provider may increase fees at renewal with at least 60 days' notice; increases are capped at [7]% per renewal for the first [3] renewals.

6. Customer Data, security and privacy

6.1 Customer owns Customer Data. Provider processes it as a processor under the DPA, which is incorporated into this MSA.

6.2 Security. Provider will maintain the technical and organisational measures in Annex A of the DPA. Customer acknowledges it has reviewed Annex A, including the measures expressly recorded as NOT in force, in particular: no SOC 2 or ISO 27001 attestation; tenant isolation enforced at the application layer rather than by database row-level security in the current production configuration; and no automated retention enforcement.

6.3 Security roadmap. Where Customer requires a specific control that is not in force, the parties may agree a dated commitment in the Order Form. Provider will not represent a control as in force before it is.

6.4 Incident notification. Provider will notify Customer of a personal data breach affecting Customer Data without undue delay and within 72 hours of becoming aware, per DPA section 8.

6.5 Data portability. Provider will provide a complete extract of Customer Data on request during the term and for 30 days after termination. This extract is produced manually by Provider's team on written request; self-service full-tenant export does not exist. Order Forms should state a delivery window of 10 business days rather than imply immediacy.

6.6 Business continuity. Provider maintains automated database backups replicated offsite to encrypted third-party storage, retaining the most recent 30 backups. Provider does not currently operate a hot standby or automated failover, and does not commit to a Recovery Time Objective, other than commercially reasonable efforts. A buyer requiring a contractual RTO or RPO should raise it before signature; it is a priced infrastructure change, not a drafting change.

7. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform this MSA, and disclose it only to personnel and advisers with a need to know who are bound to equivalent obligations. Exclusions apply for information that is public, independently developed, or lawfully received from a third party. Compelled disclosure is permitted with prompt notice where lawful. Obligations survive 3 years after termination, and indefinitely for trade secrets.

8. Automated assessments and employment decisions — the critical section

8.1 Nature of the features. The Platform includes features that generate automated assessments about identifiable individuals: interview scores with hire or no-hire recommendations, performance grades with discipline recommendations, contribution scores with pay-raise and bonus recommendations, attrition-risk scores, and automated evaluation of individual work product. These are described in the Privacy Policy, section 3.

8.2 Customer is the employer and deployer. As between the parties, Customer is the employer of its personnel and the deployer of any automated decision system for all purposes under employment, civil rights and automated-decision law. Provider is a technology supplier. Provider does not make, participate in, or advise on any employment decision.

8.3 Customer covenants. Customer will: (a) provide every legally required notice to affected employees, applicants and contractors; (b) obtain every legally required consent, including for AI-analysed video interviews; (c) ensure that no Provider output is used as the sole or determinative basis for any hiring, promotion, discipline, compensation or termination decision, and that a qualified human makes and can independently justify each such decision; (d) perform or commission any bias audit its jurisdiction requires, and maintain the records its jurisdiction requires; (e) not use these features in respect of any individual located in the European Union or the United Kingdom without Provider's prior written agreement.

8.4 Provider disclosures. Provider discloses, and Customer acknowledges, that as of the Effective Date the Platform: (a) does not enforce a human-approval gate before an assessment is visible or actionable, other than for compensation recommendations; (b) does not capture consent to recording; (c) does not maintain a per-decision audit record sufficient for jurisdictions requiring retention of automated employment decision data; and (d) does not collect the demographic data necessary to support an independent bias audit. Customer has evaluated these limitations before enabling the features.

8.5 Developer-side documentation. Where a jurisdiction imposes duties on the developer of an automated decision system to supply deployers with information needed for their own disclosure obligations, Provider will supply reasonably understandable documentation describing the purpose, inputs, and known limitations of the relevant feature.

8.6 Indemnity. Customer will defend and indemnify Provider against any claim brought by a Customer employee, applicant, contractor or meeting participant arising from Customer's use of the features in this section 8 or of any recording feature, including discrimination, wage-and-hour, privacy and wiretap claims.

9. Recording features

Where Customer enables meeting or interview recording, Customer is solely responsible for obtaining every notice and consent required by every jurisdiction in which a participant is located. Provider discloses that the Platform does not capture or store participant consent. Provider recommends Customer announce recording at the start of every session and obtain written consent before any recorded interview.

10. Warranties

10.1 Provider warrants that: it will perform with reasonable skill and care and in a professional manner; the Platform will perform materially in accordance with its documentation; it will not knowingly introduce malicious code; and it has the right to grant the licence in section 2.

10.2 Remedy. For breach of 10.1, Provider will use commercially reasonable efforts to correct the non-conformity; if it cannot within 30 days of written notice, Customer may terminate the affected service and receive a pro-rata refund of prepaid unused fees. This is Customer's exclusive remedy for breach of warranty.

10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS". PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT ANY AI OUTPUT, SCORE, RECOMMENDATION, ASSESSMENT, FORECAST OR GENERATED DOCUMENT IS ACCURATE, COMPLETE, UNBIASED, SUITABLE OR LEGALLY COMPLIANT.

11. Indemnification

11.1 Provider IP indemnity. Provider will defend Customer against a third-party claim that the Platform, used as permitted, infringes a US patent, copyright, trademark or trade secret, and pay damages finally awarded or an approved settlement. If the Platform is or may become the subject of such a claim, Provider may procure the right to continue use, modify it to be non-infringing, or terminate and refund prepaid unused fees. Excluded: claims arising from Customer Data, from combination with non-Provider products, from use in breach of this MSA, or from unsupported versions.

11.2 Customer indemnity. Customer will defend and indemnify Provider against third-party claims arising from Customer Data, from Customer's breach of sections 8 or 9, from Customer's violation of law in its use of the Platform, and from Customer's use of Platform-generated document templates.

11.3 Procedure. Prompt written notice, sole control of defence and settlement by the indemnifying party, and reasonable cooperation at the indemnifying party's expense. No settlement admitting liability or imposing a non-monetary obligation on the indemnified party without its written consent.

12. Limitation of liability — ATTORNEY REVIEW MANDATORY

12.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss or cost of recovery of data, however caused, even if advised of the possibility.

12.2 General cap. Each party's aggregate liability will not exceed the fees paid or payable by Customer in the twelve months preceding the first event giving rise to the claim ("the Cap").

12.3 Enhanced cap for data incidents. For Provider's breach of its security or confidentiality obligations resulting in unauthorised access to Customer Data, liability will not exceed [two times] the Cap, and in no event will it exceed the limit of Provider's cyber liability insurance actually in force at the time of the incident.

12.4 Exclusions from all caps. Customer's payment obligations; either party's indemnity obligations under section 11; Customer's breach of the licence scope in section 2 or of section 8; and either party's fraud, wilful misconduct or gross negligence.

12.5 Allocation of risk. Each party acknowledges the fees reflect this allocation and that neither would enter this MSA without it.

13. Term and termination

13.1 Term. The initial term is on the Order Form, renewing per section 5.

13.2 Termination for cause. Either party may terminate on 30 days' written notice of material breach, uncured. Either party may terminate immediately on the other's insolvency, assignment for creditors, or appointment of a receiver.

13.3 Termination for convenience by Customer. Only if the Order Form provides it, and on the notice and fee terms stated there.

13.4 Effect. Customer's access ends. Provider will make Customer Data available per section 6.5. Customer pays fees accrued through termination; Provider refunds prepaid unused fees only where this MSA expressly provides.

13.5 Survival. Sections 5 (accrued amounts), 6.1, 7, 8, 10.3, 11, 12, 13.4, 13.5, 14 and 15 survive.

14. Governing law and disputes

Utah law governs, without regard to conflict-of-laws rules. Exclusive venue is the state and federal courts in Salt Lake County, Utah. The parties will first escalate any dispute to a senior executive of each party for 30 days of good-faith negotiation before filing, except where injunctive relief is sought. ****

15. General

15.1 Publicity. Neither party may use the other's name, logo or trademarks publicly without prior written consent. Naming Customer as a reference is an opt-in on the Order Form.

15.2 Non-solicitation. Neither party will knowingly solicit for employment personnel of the other who were substantially involved in this engagement, during the term and for 12 months after, excluding general advertising and responses to it.

15.3 Assignment only with consent, except to a successor in a merger or sale of substantially all assets. Independent contractors; no agency, partnership or joint venture. Force majeure excuses non-performance other than payment. Notices in writing to the addresses on the Order Form. Amendments in a writing signed by both parties. Severability with reformation. No waiver by course of conduct. Counterparts and electronic signatures are effective. Customer's purchase-order terms, click-through terms and standard forms have no effect on this MSA even if signed or acknowledged.

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