Master Services Agreement

This page summarizes the standard Auto-Logical Master Services Agreement. The controlling document is the executed agreement signed by both parties. Defined terms used here have the meanings given in that agreement.

1. Services

Auto-Logical provides voice and revenue infrastructure services to Customer as described in one or more Order Forms. Each Order Form references this MSA.

2. Fees and payment

Fees are stated in the applicable Order Form and are billed in advance. Payment is due net 15. Late payments accrue interest at the lesser of 1.5 percent per month or the maximum rate permitted by law.

3. Term and termination

The MSA begins on the Effective Date and continues until terminated. Either party may terminate for material breach with 30 days written notice and an opportunity to cure.

4. Confidentiality

Each party will protect the other party's Confidential Information using reasonable care and will use it only to perform under this MSA.

5. Data and security

Auto-Logical implements administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Data and complies with applicable law.

6. Warranties

Auto-Logical warrants that it will perform the Services in a professional and workmanlike manner. Customer warrants that it has the right to provide the data it provides to Auto-Logical.

7. Indemnification

Each party will defend and indemnify the other against third-party claims arising from its breach of this MSA, subject to the limitations set out in the executed agreement.

8. Limitation of liability

Aggregate liability is capped at the fees paid to Auto-Logical under the applicable Order Form in the twelve months preceding the claim, except for the specific carve-outs in the executed agreement.

9. Governing law

Delaware law governs. Venue is Maricopa County, Arizona.

10. Requesting the full MSA

To receive the controlling document, write to michael@auto-logical.solutions with the subject line beginning "MSA Request".