Master Services Agreement

Template / draft for enterprise deals. Self-serve customers are covered by the click-through Terms; this MSA is for negotiated contracts. Not legal advice — have counsel finalize before signing.

1. Agreement & order forms

This MSA governs Customer's use of the ModelPilot service ("Service"). Specific subscriptions, volumes, and pricing are set out in one or more mutually executed Order Forms that incorporate this MSA. If an Order Form conflicts with this MSA, the Order Form controls for that order.

2. The Service & responsibilities

We provide the routing proxy + hosted console described in our docs. Customer uses the Service with its own model-provider account and API key, is responsible for its users and content, and will comply with the Acceptable Use Policy and applicable law. We are not a party to, and do not resell, Customer's model-provider usage.

3. Fees, taxes & payment

Fees are as stated in the Order Form (typically 20% of realized savings, metered as the baseline-minus-actual cost the Service delivers), invoiced per the stated cycle with net terms. Fees are exclusive of taxes, which are Customer's responsibility except for taxes on our income. Late amounts may accrue interest as permitted by law.

4. Confidentiality

Each party will protect the other's Confidential Information with reasonable care, use it only to perform under this MSA, and disclose it only to personnel/advisors bound by confidentiality. This does not cover information that is public, independently developed, or rightfully received from a third party.

5. Intellectual property

Each party retains all rights in its pre-existing IP. We retain all rights in the Service and its underlying technology (including routing logic); Customer retains all rights in its data and applications. If Customer provides feedback, it grants us a perpetual, royalty-free license to use it.

6. Data protection

The DPA and Privacy Policy are incorporated by reference. By design, prompt content, model outputs, and Customer's API key are not transmitted to us. Security measures are described at /security.

7. Warranties & disclaimer

We warrant we will provide the Service in a professional manner. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. Savings figures are estimates measured from Customer's traffic, not guarantees; model outputs are probabilistic and Customer is responsible for evaluating them.

8. Indemnification

We will defend Customer against third-party claims that the Service, as provided, infringes that party's IP, and Customer will defend us against claims arising from Customer's data, content, or use in breach of this MSA — each subject to prompt notice, control of defense, and cooperation.

9. Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS/DATA. EXCEPT FOR EXCLUDED CLAIMS (e.g., confidentiality breach, indemnity, Customer's payment obligations), EACH PARTY'S TOTAL LIABILITY IS CAPPED AT THE FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM.

10. Term, termination & survival

This MSA runs for the term of the Order Form(s). Either party may terminate for uncured material breach (30 days' notice). On termination, Customer stops using the Service and we delete or return Customer personal data per the DPA. Sections that should survive (fees, confidentiality, IP, warranty disclaimers, liability limits) survive.

11. General

Optional: uptime SLA, support tier, and security commitments (e.g., SOC 2) may be attached as exhibits. Insurance, publicity/logo use, assignment, force majeure, governing law and venue: [to be completed with counsel].

Enterprise terms: krethikram@gmail.com · Terms · DPA · Privacy