Master Service Agreement

1. Definitions

• "Agreement" means this Master Service Agreement together with any applicable Statements of Work, addenda, and schedules.
• "Client" means the organization entering into this Agreement to receive Services.
• "CommunityLauncher" means the entity providing managed community platform services under this Agreement.
• "Deliverables" means the specific outputs, features, and configurations produced under a Statement of Work.
• "Platform" means the community platform infrastructure developed, hosted, and managed by CommunityLauncher for the Client.
• "Services" means all services provided by CommunityLauncher, including development, hosting, maintenance, support, and management of the Platform.
• "Statement of Work" (SOW) means a document specifying the scope, timeline, deliverables, and fees for a particular engagement or feature set.

2. Scope of Services

CommunityLauncher shall provide the Services as described in the applicable Statement of Work. The Services may include:

• Discovery, requirements analysis, and platform architecture design
• Custom platform development and configuration
• Deployment, hosting, and infrastructure management
• Ongoing maintenance, security updates, and performance optimization
• Feature development and platform enhancements
• Technical support and dedicated account management

Any work beyond the scope of an existing SOW requires a new or amended SOW, mutually agreed upon in writing.

3. Service Levels

CommunityLauncher commits to the following service levels for hosted platforms:

• Uptime: 99.9% monthly uptime, excluding scheduled maintenance windows
• Response Time: Critical issues acknowledged within 2 hours during business hours; standard issues within 8 business hours
• Scheduled Maintenance: Communicated at least 48 hours in advance, performed during low-traffic windows
• Data Backups: Automated daily backups with 30-day retention and point-in-time recovery capability

If uptime falls below the committed level in any calendar month, the Client may request a service credit proportional to the downtime experienced, capped at 10% of the monthly fee for that month.

4. Client Responsibilities

The Client agrees to:

• Designate a primary point of contact for project communications
• Provide timely feedback on deliverables within agreed review periods (default: 5 business days)
• Supply all necessary content, branding assets, and documentation
• Ensure internal stakeholders are available for discovery sessions and reviews
• Maintain responsibility for compliance with laws applicable to their community
• Promptly report security concerns or platform issues

5. Fees and Payment Terms

Fees are structured as specified in the applicable Statement of Work:

• One-Time Fees: Onboarding and setup fees are due upon execution of the SOW
• Recurring Fees: Monthly platform and feature fees are invoiced on the first day of each billing period
• Development Fees: Custom feature development is quoted per SOW and invoiced upon delivery and acceptance
• Payment Terms: Net 14 days from invoice date

All fees are exclusive of applicable taxes. CommunityLauncher reserves the right to adjust recurring fees with 60 days written notice. Fee increases shall not exceed 10% annually.

6. Term and Renewal

This Agreement commences on the effective date specified in the initial SOW and continues on a month-to-month basis unless a fixed term is specified. Fixed-term agreements automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

7. Termination

Either party may terminate this Agreement:

• For convenience, with 30 days written notice
• For material breach, if the breaching party fails to cure within 14 days of written notice
• Immediately, if the other party becomes insolvent or enters bankruptcy proceedings

Upon termination, CommunityLauncher shall provide transition assistance for a period of up to 30 days, including data export and reasonable technical documentation, at standard rates if the termination is for convenience by the Client.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary and confidential information. Confidential information includes business strategies, technical architectures, financial terms, user data, and any information marked as confidential. This obligation survives termination for a period of three (3) years. Confidential information may be disclosed if required by law, provided the disclosing party gives reasonable prior notice.

9. Intellectual Property

CommunityLauncher IP: All pre-existing intellectual property, platform infrastructure, frameworks, libraries, and tools remain the property of CommunityLauncher. The Client receives a non-exclusive, non-transferable license to use such IP solely in connection with their Platform for the duration of the Agreement.

Client IP: All Client content, branding, and proprietary business logic remain the property of the Client.

Custom Deliverables: Custom features developed under an SOW are licensed exclusively to the Client for the duration of the Agreement. CommunityLauncher retains the right to reuse general techniques, methodologies, and non-specific knowledge gained during the engagement.

10. Warranties

CommunityLauncher warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• The Platform will materially conform to the specifications in the applicable SOW
• It has the right to enter into this Agreement and provide the Services

Except as expressly stated, the Services are provided "as is" without warranties of any kind, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose.

11. Limitation of Liability

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages. Each party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable in the 12 months preceding the event giving rise to the claim. These limitations do not apply to breaches of confidentiality, intellectual property infringement, or indemnification obligations.

12. Indemnification

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from: (a) the indemnifying party's breach of this Agreement; (b) the indemnifying party's negligence or willful misconduct; or (c) infringement of third-party intellectual property rights by materials provided by the indemnifying party.

13. General Provisions

• Entire Agreement: This Agreement, together with all SOWs and addenda, constitutes the entire agreement between the parties.
• Amendments: Modifications must be in writing and signed by both parties.
• Assignment: Neither party may assign this Agreement without prior written consent, except in connection with a merger or acquisition.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
• Governing Law: This Agreement is governed by the laws of the jurisdiction in which CommunityLauncher operates.

14. Contact

For questions about this Agreement, contact us at legal@communitylauncher.com.