Master Services Agreement (MSA)

This Master Services Agreement (the “Agreement”), effective as of [Insert Effective Date] (the “Effective Date”), is entered into by Wellness360 Technologies, Inc., a corporation duly organised under the laws of the State of California, with its principal place of business at 4900 Hopyard Rd STE 100, Pleasanton, CA 94588 (hereinafter referred to as the “Service Provider”), 

                                                                                                           AND

An individual or an entity who subscribes to the Services or Creates an account with the Service Provider (hereinafter referred to as the “Customer”).

The Service Provider and Customer will hereinafter be collectively referred to as the “Parties” and individually to as the “Party”.

WHEREAS, the Service Provider specialises in offering comprehensive wellness and health program services (the “Services”), and has committed to provide such Services to the Customer;

WHEREAS, the Customer wishes to engage the Service Provider for the provision of these Services, in accordance with the terms and conditions stipulated herein;

WHEREAS, all references to customer details, services provision, payment, intellectual property rights, and other relevant obligations and rights of the parties shall include and pertain to the details and stipulations as set forth in the Order Form, which forms an integral part of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Services

   1.1 The Service Provider shall provide the Customer with the Services as specified in the Order Form, which is integral to this Agreement and may be updated from time to time by mutual agreement of the parties. The Order Form will detail the scope of services, deliverables, and any other requirements as agreed between the parties. The Order Form for the purpose of this agreement means, an ordering document for the Services, including without limitation statements of work, signed by both parties and incorporating the terms of this Agreement by reference (“Order Form”)

2. Term and Termination

   2.1 This Agreement shall become effective on the stipulated Effective Date and, unless prematurely terminated under the provisions outlined in this Article IV, will remain in force for a period of [Insert Term, e.g., one year] (“Initial Term”). Following the conclusion of the Initial Term, this Agreement may be subject to renewal under terms mutually agreed upon by both parties, provided such intention to renew is communicated in writing at least [Insert Number of Days for Renewal Notice] days prior to the expiration of the Initial Term.

   2.2 Notwithstanding the Initial Term or any renewal thereof:

      2.2.1 Either party may opt to terminate this Agreement before the end of the Term by issuing a written notice of termination to the other party. Such notice must be provided at least [Insert Number of Days for Termination Notice] days before the intended termination date. The notice shall specify the reason for termination, the intended last date of service provision under this Agreement, and any other relevant details as deemed necessary by the terminating party.

      2.2.2 Either party may terminate this Agreement with immediate effect by providing written notice to the other party, if:

          2.2.2.1 The other party breaches any material obligation or warranty under this Agreement and fails to cure such breach within [Insert Number of Days for Cure Period] days after receiving written notice of the breach.

          2.2.2.2 The other party becomes insolvent, files for bankruptcy, makes a general assignment for the benefit of creditors, or otherwise ceases its business operations.

   2.3 Upon termination of this Agreement for any reason, the Service Provider shall cease providing the Services, and the Customer shall cease using any of the Service Provider’s deliverables. Any provisions of this Agreement that by their nature should survive termination will remain in effect after termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

3. Payment

   3.1 The Customer agrees to compensate the Service Provider in accordance with the pricing and payment schedule detailed in the Order Form attached to this Agreement. This Order Form specifies the rates, charges, and any applicable taxes for the Services to be rendered. 

   3.2 The Service Provider will issue invoices based on the fees stated in the Order Form, and payment is due within 7 (seven) days from the invoice date. Modifications to the payment terms or fee structure must be documented through an updated Order Form, mutually agreed upon and executed by both parties.

   3.3 In the event that any invoice is not paid by the due date, the Service Provider reserves the right to:

       3.3.1. Impose a late payment fee of [Insert Late Payment Fee Percentage]% per month on the outstanding amount, calculated on a daily basis from the due date until the payment is fully received.

      3.3.2. Suspend the provision of Services until full payment of the outstanding invoice and any applicable late payment fees are received.

   3.4 Should the Customer dispute any portion of an invoice, the Customer must notify the Service Provider in writing within [Insert Number of Days for Dispute Notification] days of receipt of the invoice, detailing the reasons for the dispute. The undisputed portion of the invoice must be paid by the due date to avoid late fees. Both parties agree to work in good faith to resolve any disputed amounts promptly. If the parties determine that such disputed amount was indeed payable, the Customer shall pay the disputed amount, plus any applicable late fees, within [Insert Number of Days for Disputed Amount Payment] days of such determination. 

4. Representations and Warranties

   4.1 Each Party warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, and the performance of the Party’s obligations herein, have been duly authorised by all necessary actions on its part. This Agreement constitutes a legal, valid, and binding obligation, enforceable against each Party in accordance with its terms.

    4.2 Each Party shall comply with all applicable laws, statutes, regulations, and ordinances of any government or regulatory body that may be applicable to the performance of its obligations under this Agreement. 

   4.3 The execution, delivery, and performance of this Agreement do not and will not violate, conflict with, require consent under or result in any breach or default under any other agreement to which the Party is a subject, any judgement, order, or decree, or any statute, rule, or regulation applicable to the Party. 

   4.4 Each Party represents and warrants that it is not insolvent and is not subject to any insolvency proceedings. Each Party is financially solvent and has sufficient financial resources to fulfil its obligations under this Agreement.

 
5. Confidential Information

   5.1 Both the Service Provider and the Customer (collectively referred to as “Parties” and individually as a “Party”) hereby commit to safeguard and keep confidential any and all confidential and proprietary information (“Confidential Information”) received from the other Party in the course of executing this Agreement. Confidential Information includes, but is not limited to, business processes, client details, pricing, strategies, and any other data deemed sensitive by either Party. The Parties agree to uphold the secrecy of such information with at least the same degree of diligence that they apply to their own confidential materials, which shall be no less than a reasonable standard of care.


   5.2 
Information shall not be considered Confidential if it is (i) already known to the receiving Party without an obligation of confidentiality, (ii) publicly known through no wrongful act of the receiving Party, (iii) received from a third party without breach of an agreement of confidentiality, or (iv) independently developed by the receiving Party without the use of Confidential Information.

 

6. Intellectual Property Rights

   6.1 The Service Provider retains all rights, titles, and interests in any materials, software, documentation, innovations, and intellectual property (collectively, “Intellectual Property”) developed or provided in connection with the Services under this Agreement and the Order Form. Except for the rights expressly granted to the Customer herein, no other rights are granted, either express or implied, to the Customer.

   6.2 The Service Provider grants to the Customer a non-exclusive, non-transferable licence to use the Intellectual Property solely in connection with the Services provided under this Agreement. This licence is subject to the terms of this Agreement and does not confer any additional rights to the Customer in the Intellectual Property.

   6.3 The Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software provided as part of the Services, except as permitted by law.

   6.4 Each Party agrees to notify the other promptly of any unauthorised use or infringement of the Intellectual Property or Confidential Information and to cooperate in any legal action taken to protect these rights.

 

7. Data Privacy and Security

   7.1 Both Parties agree to comply with all applicable data protection laws and regulations in the performance of their obligations set forth under this Agreement. This includes, but is not limited to, the General Data Protection Regulation (GDPR) for European Union data subjects, the Health Insurance Portability and Accountability Act (HIPAA) for protected health information in the United States, and any other local data protection laws. The Service Provider shall implement and maintain appropriate technical and organisational measures to protect the data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

   7.2. In the event of a data breach, the Service Provider shall, without undue delay, notify the Customer of the breach and provide timely information relating to the breach as it becomes known or as is reasonably requested by the Customer.

 

8. Limitation of Liability 

   8.1 Neither Party shall be liable to the other Party for any form of indirect, incidental, special, consequential, or punitive damages, including, without limitation, loss of profits, revenue, data, or use, incurred by either Party under this Agreement, even if the other Party has been advised of the possibility of such damages

   8.2 Despite any other terms of this Agreement, the total liability of the Service Provider to the Customer for any and all claims arising out of or in connection with this Agreement, whether based in contract, tort, or any other legal theory, shall be strictly limited to a maximum of ten dollars ($10).

 

9. Indemnification

   9.1 Each Party agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Parties”) from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorney fees) arising out of or relating to any third-party claim that is directly related to the Services provided under this Agreement, except in cases of the indemnified Party’s willful misconduct or gross negligence.

   9.2 The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim that could give rise to a liability under this section. The Indemnifying Party will have the right to assume the defence of any such claim with counsel of its choosing, but the Indemnified Party may participate in the defence at its own expense. The Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

 

10. Force Majeure 

   10.1 For the purposes of this Agreement, “Force Majeure” shall be understood as any event or circumstance beyond the reasonable control of either Party, including, but not limited to, natural disasters, acts of war or terrorism, labour strikes, governmental actions, pandemics, or any other similar events that hinder a Party’s ability to fulfil its obligations under this Agreement.

   10.2 A Party encountering a Force Majeure event shall immediately inform the other Party in writing, providing details of the event, its anticipated impact, and duration, as well as the efforts being taken to mitigate its effects.

   10.3 The obligations of the affected Party will be suspended for the duration of the Force Majeure event. This Party is required to make all reasonable efforts to minimise the impact of the event and to resume the fulfilment of its obligations as promptly as possible.

 

11. Disaster Recovery and Business Continuity

   11.1 The Service Provider shall maintain a disaster recovery plan that includes detailed procedures to recover services from various types of disasters including, but not limited to, technological failures, natural disasters, and human-caused events. This plan shall be tested at least annually and updated as necessary to ensure its effectiveness.

   11.2 The Service Provider shall develop and maintain a business continuity plan that ensures the continuation of service at an acceptable level in the event of a significant business disruption. The plan shall address the restoration of data and services in the shortest possible time frame and with minimal impact to the Customer.

 

12. Governing Law

   12.1 This Agreement, and all matters emanating from or related to it, shall be exclusively governed by and construed under the laws of the State of California. This applies without regard to any principles of conflicts of law that might direct the application of the laws of another jurisdiction. The Parties hereby unequivocally waive the application of any choice or conflict of law provision or rule that would cause the laws of any jurisdiction other than those of the State of California to be applied.

 

13. Dispute Resolution

   13.1 In the event of any disputes, controversies, or claims (collectively, “Disputes”) that arise out of or are in any way connected with this Agreement, including disputes concerning its existence, validity, interpretation, breach, termination, or enforceability, such Disputes shall be exclusively resolved through binding arbitration. The arbitration will be conducted in strict accordance with the prevailing rules of the American Arbitration Association (“AAA”).

   13.2 The arbitration proceedings shall be initiated and conducted in the State of California, unless both Parties mutually agree to a different location in writing. The arbitration shall be presided over by a single arbitrator appointed in accordance with the rules of the AAA. The arbitrator’s decision shall be final, binding, and conclusive upon both Parties, and a judgement upon any award rendered by the arbitrator may be entered in any court having competent jurisdiction.

 

14. Miscellaneous

    14.1 Entire Agreement: This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

    14.2 Assignments: Neither Party may assign, transfer, or delegate any of its rights or responsibilities under this Agreement without the express prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

   14.3 Subcontracting: The Supplier is permitted to subcontract its duties under this Agreement but remains fully accountable for the performance of any subcontractor obligations and for ensuring that its subcontractors adhere to the pertinent terms of this Agreement.

   14.4 Waiver: No waiver of any provision herein shall be considered valid unless made in writing and signed by the waiving Party. Such a waiver does not imply a waiver of any other provision or of the same provision at any future time. All rights, remedies, undertakings, and agreements contained within this Agreement are cumulative, and none shall limit any other rights, remedies, undertakings, and agreements of either Party.

    14.5 Severability: Should any provision of this Agreement be deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such a decision will not affect the remaining terms, which will continue in full effect. In this event, the Parties will negotiate in good faith to modify the Agreement to reflect as closely as possible the original intent of the Parties in a manner that allows the fulfilment of the Agreement to the greatest extent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their duly authorised representatives.