This Master Service Agreement is entered into as of the date of execution ("Effective Date") by and between SchedulerPro LLC, a Virginia limited liability company with its principal place of business at 8401 Mayland Dr, Suite A, Richmond, VA 23294 ("Provider"), and the customer identified in the signature block below ("Customer"). Together, Provider and Customer are referred to as the "Parties."
As used in this Agreement, the following terms have the meanings set forth below:
| Term | Definition |
|---|---|
| "Authorized Users" | Employees, contractors, or agents of Customer who are authorized by Customer to access the Service. |
| "Confidential Information" | Any non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential given the context. |
| "Customer Data" | All data, content, and information submitted by Customer or its Authorized Users to the Service. |
| "Documentation" | Provider's user manuals, technical specifications, and online help materials made available with the Service. |
| "Order Form" | A written order document executed by both Parties specifying the Services, subscription tier, fees, and term. |
| "PHI" | Protected Health Information as defined by HIPAA and its implementing regulations. |
| "Service" | The SchedulerPro cloud-based home care scheduling platform and all related software, APIs, and features made available pursuant to an Order Form. |
| "Subscription Term" | The period during which Customer is entitled to access the Service as specified in an Order Form. |
2.1 Service Provision. Provider will make the Service available to Customer and its Authorized Users during the Subscription Term in accordance with this Agreement and the applicable Order Form.
2.2 Service Levels. Provider will use commercially reasonable efforts to maintain Service availability of 99.5% or higher, measured on a monthly basis, excluding scheduled maintenance windows announced at least 48 hours in advance.
2.3 Support. Provider will provide standard email support during business hours (9 AM – 6 PM ET, Monday–Friday, excluding U.S. federal holidays). Priority support options are available as specified in an Order Form.
2.4 Changes to Service. Provider may modify, update, or discontinue features of the Service with reasonable advance notice. Provider will not materially reduce core functionality during an active Subscription Term without Customer's consent.
2.5 Professional Services. Any implementation, configuration, or training services beyond standard onboarding shall be specified in a separate Statement of Work and are subject to additional fees.
2.6 Subcontractors. Provider may engage subcontractors and sub-processors to assist in delivering the Service, provided that Provider remains responsible for their compliance with this Agreement.
3.1 Fees. Customer shall pay the fees specified in the applicable Order Form. All fees are in U.S. dollars and are non-refundable except as expressly stated in this Agreement.
3.2 Invoicing. Provider will invoice Customer as specified in the Order Form (monthly or annually). Invoices are due and payable within thirty (30) days of invoice date unless otherwise specified in the Order Form.
3.3 Late Payments. Amounts not paid by the due date shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). Provider may suspend the Service upon 10 days' written notice if Customer fails to pay undisputed amounts.
3.4 Disputed Invoices. Customer must notify Provider in writing within 15 days of receiving an invoice if it disputes any charges. The Parties will work in good faith to resolve disputes within 30 days.
3.5 Price Adjustments. Provider may adjust fees for any Subscription Term renewal with at least 60 days' prior written notice.
3.6 Taxes. All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, withholding, or similar taxes, excluding taxes on Provider's net income.
4.1 Agreement Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Article.
4.2 Subscription Term. Each Order Form specifies a Subscription Term. Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term.
4.3 Termination for Cause. Either Party may terminate this Agreement or any Order Form upon written notice if the other Party:
4.4 Termination for Convenience. Customer may terminate a Subscription Term for convenience with 30 days' written notice, subject to payment of all fees through the end of the then-current Subscription Term. Provider may terminate for convenience with 90 days' written notice.
4.5 Effect of Termination. Upon termination: (a) all rights granted to Customer under this Agreement cease; (b) Customer must cease use of the Service; (c) each Party shall return or certify destruction of the other Party's Confidential Information; and (d) the data export and retention provisions of Section 6.4 apply.
4.6 Survival. Articles 1, 3 (for amounts owed), 5, 7, 9, 10, and 11 survive termination or expiration of this Agreement.
5.1 Obligations. Each Party ("Receiving Party") agrees to: (a) hold the other Party's ("Disclosing Party's") Confidential Information in strict confidence; (b) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.
5.2 Permitted Disclosure. A Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
5.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) was independently developed by the Receiving Party without use of Confidential Information; or (d) must be disclosed pursuant to applicable law or court order, provided the Receiving Party gives reasonable advance notice and cooperates with any protective order.
5.4 Duration. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which are protected indefinitely.
5.5 Injunctive Relief. The Parties acknowledge that breach of this Article may cause irreparable harm and that monetary damages may be inadequate. Either Party may seek injunctive or equitable relief without posting bond or proving actual damages.
6.1 Security Program. Provider maintains a comprehensive information security program that includes: (a) encryption of Customer Data at rest (AES-256) and in transit (TLS 1.2+); (b) role-based access controls; (c) audit logging; (d) regular vulnerability assessments and penetration testing; and (e) incident response procedures.
6.2 Breach Notification. Provider will notify Customer in writing within seventy-two (72) hours of becoming aware of a confirmed Security Incident affecting Customer Data. Notification will include the nature of the incident, data affected, steps taken, and recommended customer actions.
6.3 Customer Obligations. Customer is responsible for: (a) maintaining the security of account credentials; (b) configuring access controls for Authorized Users; (c) compliance with applicable data protection laws with respect to Customer Data; and (d) executing a BAA prior to submitting PHI.
6.4 Data Retention & Export. Following termination, Provider will make Customer Data available for export for sixty (60) days. After this period, Customer Data will be deleted from production systems, with residual copies in backup systems purged within ninety (90) days.
6.5 Audit Rights. Upon reasonable notice and no more than once per calendar year, Customer may request a copy of Provider's most recent security audit report (SOC 2 or equivalent). Provider will address identified material deficiencies within a reasonable timeframe.
7.1 Provider IP. The Service, Documentation, and all underlying technology, software, algorithms, AI models, and visual design elements are and remain the sole and exclusive property of Provider and its licensors. This Agreement does not transfer any ownership interest in the Service to Customer.
7.2 License Grant. Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for Customer's internal business operations and in accordance with this Agreement.
7.3 Customer Data. Customer retains all ownership rights in Customer Data. Customer grants Provider a limited license to process Customer Data solely to the extent necessary to provide and improve the Service.
7.4 Restrictions. Customer may not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or decompile the Service; (c) use the Service to develop a competing product; (d) remove any proprietary notices from the Service; or (e) sublicense or resell access to the Service.
7.5 Feedback. Customer may provide feedback, suggestions, or improvement ideas ("Feedback"). Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or compensation.
7.6 Aggregated Data. Provider may use anonymized, aggregated data derived from Customer's use of the Service for product improvement, analytics, and industry benchmarking, provided such data does not identify Customer or any individual.
8.1 Mutual Representations. Each Party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) this Agreement, when executed, constitutes a legally binding obligation; and (c) its performance of this Agreement will not violate any applicable law or third-party agreement.
8.2 Provider Warranties. Provider warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; (b) it will implement and maintain appropriate technical and organizational security measures; and (c) it will not knowingly introduce malicious code into the Service.
8.3 Customer Warranties. Customer warrants that: (a) it has all rights necessary to submit Customer Data to the Service; (b) Customer Data does not infringe third-party intellectual property rights; (c) it will use the Service in compliance with applicable law; and (d) it will execute a BAA before submitting PHI to the Service.
8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE, THE SERVICE IS PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.5 Warranty Remedy. Customer's sole and exclusive remedy for breach of the warranty in Section 8.2(a) is for Provider to use commercially reasonable efforts to correct the non-conformity, or if correction is not practicable within 30 days, to terminate the affected Order Form and refund prepaid fees for the unused portion of the Subscription Term.
9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO LIABILITY.
9.3 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations under Article 10; (c) breach of Article 5 (Confidentiality); (d) a Party's gross negligence or willful misconduct; or (e) liability that cannot be excluded by applicable law.
9.4 Essential Basis. The Parties acknowledge that the limitations in this Article reflect a reasonable allocation of risk and form an essential basis of the bargain between them. Provider would not enter into this Agreement without these limitations.
10.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from claims by third parties alleging that the Service, as provided and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. If the Service is enjoined or likely to be enjoined, Provider may, at its option: (a) obtain a license permitting continued use; (b) modify the Service to be non-infringing; or (c) terminate the applicable Order Form and refund prepaid fees for the unused Subscription Term.
10.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider and its members, officers, employees, and agents from claims arising out of: (a) Customer Data, including any claim that Customer Data infringes third-party rights; (b) Customer's breach of this Agreement; (c) Customer's use of the Service in violation of applicable law, including HIPAA; or (d) Customer's unauthorized access or use of the Service.
10.3 Indemnification Process. The indemnified Party must: (a) promptly notify the indemnifying Party in writing of the claim; (b) provide the indemnifying Party with sole control over the defense and settlement of the claim; and (c) reasonably cooperate at the indemnifying Party's expense. The indemnifying Party may not settle any claim that imposes obligations on the indemnified Party without prior written consent.
10.4 Exclusions. Provider's indemnification obligations in Section 10.1 do not apply to claims arising from: (a) modifications to the Service by Customer; (b) combination of the Service with third-party products not authorized by Provider; or (c) Customer's continued use of the Service after receipt of notice of an infringement claim.
11.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its conflict of laws rules.
11.2 Entire Agreement. This Agreement, together with all Order Forms, Statements of Work, and any executed BAA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Any amendment must be in writing signed by authorized representatives of both Parties.
11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable; the remaining provisions continue in full force and effect.
11.4 Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
11.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.
11.6 Force Majeure. Neither Party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, or internet infrastructure failures, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance.
11.7 Notices. All legal notices under this Agreement must be in writing and sent by email with confirmation of delivery or by overnight courier to the addresses specified in the applicable Order Form, or to legal@schedulerpro.io for Provider.
11.8 Independent Contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship between the Parties.
11.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures are deemed valid and binding to the same extent as original signatures.
12.1 Informal Resolution. In the event of a dispute, the Parties shall first attempt to resolve it through good-faith negotiation. A Party wishing to initiate dispute resolution must provide written notice describing the dispute in reasonable detail. The Parties shall negotiate in good faith for at least thirty (30) days before pursuing other remedies.
12.2 Mediation. If informal negotiation fails, either Party may request mediation administered by a mutually agreed mediator or, absent agreement, through JAMS. The costs of mediation shall be shared equally.
12.3 Arbitration. If mediation fails within sixty (60) days, disputes shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in Richmond, Virginia. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
12.4 Exceptions. Either Party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including breach of confidentiality or intellectual property infringement, without first exhausting the dispute resolution process above.
12.5 Class Action Waiver. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.
By executing this Agreement (whether by wet signature, electronic signature, or by executing an Order Form that references this MSA), the Parties agree to be bound by all terms and conditions hereof.
To execute a Master Service Agreement with SchedulerPro LLC, please contact our sales team. We will prepare and send an Order Form along with this MSA for your signature.
Email: sales@schedulerpro.io
Legal: legal@schedulerpro.io
Address: 8401 Mayland Dr, Suite A, Richmond, VA 23294