This Master Service Agreement ("Agreement" or "MSA") is entered into between Livin LLC ("LIVIN," "we") and the business identified on an accompanying Order Form ("Customer"), and governs Customer's engagement of LIVIN OS's custom/enterprise "Business Layer" services (for example, a deployed Business Receptionist instance, a custom integration, or other bespoke work).
1. Structure of this agreement
This MSA sets out the general terms that apply to all engagements between the parties. The specific scope, deliverables, timeline, and fees for a particular engagement are set out in one or more Order Forms or Statements of Work ("SOWs") signed by both parties, each of which is incorporated into and governed by this MSA. Where a Business Layer engagement involves LIVIN processing personal data on Customer's behalf, the Data Processing Agreement is also incorporated by reference.
2. Services
LIVIN will provide the services described in the applicable Order Form/SOW ("Services") using commercially reasonable skill and care. Any change to scope requires a written change order signed by both parties.
3. Fees & payment
- Fees are as set out in the applicable Order Form, typically billed monthly or per the schedule stated there, via Stripe or invoice.
- Invoices are due within 30 days of receipt unless the Order Form states otherwise. Late payments may accrue interest at 1.5% per month (or the maximum permitted by law, if lower) and may result in suspension of Services after written notice.
- Fees are exclusive of applicable taxes, which Customer is responsible for except taxes on LIVIN's net income.
4. Term & termination
- This MSA remains in effect while at least one Order Form is active, and each Order Form has its own term as stated in it.
- Either party may terminate an Order Form for the other party's uncured material breach, with 30 days' written notice to cure.
- Either party may terminate for convenience per the notice period stated in the applicable Order Form (commonly 30–60 days), unless the Order Form specifies a fixed, non-cancellable term.
- On termination, Customer pays for Services performed through the termination date, and LIVIN will assist with an orderly transition per Section 9 of the DPA where applicable.
5. Intellectual property
LIVIN retains all rights in the underlying LIVIN OS platform, software, and pre-existing IP, and grants Customer a non-exclusive license to use it as part of the Services during the term. Customer retains all rights in its own data, brand, and materials it provides. Any custom deliverables created specifically for Customer under an SOW are owned as specified in that SOW; absent a specific statement, LIVIN retains ownership of the underlying platform while Customer owns its configuration, content, and output data.
6. Confidentiality
Each party will protect the other's confidential information with at least the same care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform this Agreement. This does not apply to information that is public, independently developed, or required to be disclosed by law (with notice to the other party where legally permitted).
7. Data protection
To the extent LIVIN processes personal data on Customer's behalf in connection with the Services, the terms of the Data Processing Agreement apply and are incorporated into this Agreement.
8. Warranties
LIVIN warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS," AND LIVIN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of liability
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE CLAIM.
[PLACEHOLDER — consider a carve-out raising or removing the cap for data breach liability, given the sensitivity of data a Business Layer customer may route through the Service; discuss with counsel and your insurance broker together, since your cyber liability coverage limits should line up with whatever cap you agree to here.]
10. Indemnification
LIVIN will defend Customer against third-party claims that the Services, as provided by LIVIN, infringe a third party's intellectual property rights, and will indemnify Customer for resulting damages awarded, subject to the liability cap in Section 9. Customer will similarly indemnify LIVIN against claims arising from Customer's own data, instructions, or misuse of the Services.
11. Insurance
During the term, LIVIN will maintain: (a) commercial general liability insurance, and (b) cyber liability / technology errors & omissions insurance covering data breach response, privacy liability, and network security liability, each in commercially reasonable amounts appropriate to the scale of Services provided. Upon request, LIVIN will provide a certificate of insurance and, where the Order Form requires it, name Customer as an additional insured.
[This clause is exactly why the Cyber Liability Insurance step matters — many enterprise customers will require proof of this coverage before signing, and will ask for specific minimum coverage amounts (commonly $1M–$5M per occurrence for a company this size). Get the policy in place before offering this MSA to a real customer, and fill in the actual minimum coverage amount here once you have a quote.]
12. General provisions
- Governing law: [INSERT STATE OF FORMATION], without regard to conflict-of-law principles.
- Assignment: Neither party may assign this Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
- Force majeure: Neither party is liable for delays caused by events beyond its reasonable control.
- Entire agreement: This MSA, together with all Order Forms, SOWs, and the DPA, is the entire agreement between the parties regarding its subject matter and supersedes prior discussions.
- Notices: Notices must be in writing and sent to the addresses/emails specified in the applicable Order Form.