MASTER SERVICE AGREEMENT
This Master Service Agreement (“Agreement”) is by and between Octed LLC DBA Programmers.AI and affiliates (“PAI”) a Delaware limited liability company, located at 8951 Cypress Waters Blvd., Suite 160, Dallas, Texas 75019, and the entity referenced as “Company” in the SOW (“Company”), also referenced as “Party” or together as “Parties.”
1 AGREEMENT. This Agreement contains the terms and conditions regarding technology-related services (“Services”) to which PAI is to provide to Company. Any exhibits, addendums and attachments (“Exhibit(s)”); statements of work, work orders, pricing documents, change orders (“SOW(s)”) and amendments between the Parties will be deemed incorporated into this Agreement if mutually executed between the Parties, unless otherwise indicated in the applicable SOW. If there is a conflict of terms amongst any Exhibit, SOW and/or amendment, the following precedent shall apply: (1) SOWs (2) Exhibits (3) any Agreement amendment (4) this Agreement.
2 FEES and SERVICES. The Services and pricing will be determined on the applicable SOW. PAI shall notify and fully disclose to Company in writing as soon as PAI becomes aware of any event or occurrence that may materially affect their ability to provide Services and Parties agree to work in good faith to revise any SOW that may be affected.
3 WARRANTIES. PAI warrants that the Services will be performed in accordance with applicable laws, rules, and/or regulations (“Applicable Law”), and PAI has obtained all permits or permissions required to comply with Applicable Law. PAI also warrants that PAI possesses the skills, abilities, experience and qualifications necessary to complete the Services in accordance with the applicable SOW in a professional and workmanlike manner.
EXCEPT AS OTHERWISE STATED IN THIS SECTION 3, PAI MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY IMPLIED WARRANTY INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
4 TERM AND TERMINATION. This Agreement shall take into effect on the Effective Date of the SOW and will continue until all SOWs are terminated in accordance with their respective terms.
If either Party believes the other is in material breach of this Agreement, then the non-breaching Party must deliver written notice to the breaching Party. The breaching party has thirty (30) days to cure. Failure to cure within this timeframe shall give the non-breaching Party the right to immediately terminate.
5 PAYMENT TERMS. Unless otherwise specified in the applicable SOW, PAI will invoice Company on a monthly-basis and Company shall pay upon receipt. Any payments overdue by more than thirty (30) days shall accrue a two (2) percent interest charge per-month, or whatever lesser amount may be allowable by applicable law. Company may dispute any invoice within ten (10) days of the invoice date (“Dispute”). If Company does not notify PAI of a Dispute, then the invoice is deemed accepted and Company must remit payment. If a Dispute arises, Company must pay the undisputed portion of the invoice as Parties work in good faith to resolve the Dispute within thirty (30) days.
If this Agreement and/or any SOW is terminated before the completion of a project or in a situation in which Services are partially performed, PAI is entitled to payment for Services rendered until the date of termination. In addition to payment for Services rendered, PAI shall be compensated for reasonable pre-approved expenses incurred in connection with providing Services.
Each Party is responsible for their own tax obligation(s) in connection with the Services. PAI is solely responsible for providing benefits and withholding taxes on behalf of its employees and/or contractors as required by law.
6 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAI (OR ANY AGENT, CONTRACTOR, PARTNER, STAKEHOLDER OR AFFILIATE) BE LIABLE TO COMPANY FOR ANY EXPENSE, INJURY, LOST PROFIT, LOSS OF DATA, DOWNTIME, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL PAI’S TOTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED TOTAL FEES PAID BY COMPANY TO PAI IN THE PRIOR TWELVE (12) MONTHS FOR THE APPLICABLE SOW GIVING RISE TO THE CLAIM.
FURTHERMORE, PAI ADVISES AGAINST PROVIDING SERVICES ON A PRODUCTION (ie “LIVE”) ENVIRONMENT AND IS NOT RESPONSIBLE FOR THE LOSS, REMOVAL, DELETION OR MODIFICATION OF ANY DATA IN SUCH CIRCUMSTANCE.
7 INTELLECTUAL PROPERTY OWNERSHIP. The Parties agree that Company and, if applicable, any of its licensors, shall own and will retain all right, title and interest in any intellectual property (1) that is “background intellectual property” of Company to which Company (or its licensors) owned prior to and outside of the Services (“Company IP”) and (2) that is developed by PAI for Company during the course of PAI performance of the Services that are specific to Company’s unique business needs in furtherance of the Services in question, which shall be considered “works-for-hire” (“Work Product”). The Parties agree that, except otherwise indicated on the applicable SOW, PAI and, if applicable, any of its licensors shall retain all rights, title and interest in and to (a) any “background intellectual property” of PAI including products, materials, trade secrets, internal practices, work product, data, files, programs, software, web design etc. produced by PAI that is created outside of the scope of this Agreement and/or (b) any intellectual property that is used generally in the software and digital industries (and all enhancements, modifications and derivatives thereof) not specific to Company’s unique business needs (“PAI Materials”). Effective upon payment in full under the SOW in question, and subject to the other terms and conditions of this Agreement, PAI grants to Company a perpetual, non-exclusive, non-transferable, non-sub licensable, royalty-free license to use PAI Materials as necessary in furtherance of the Services.
8 CONFIDENTIALITY. Each Party acknowledges that during the performance of this Agreement, either Party may be required to disclose to the other certain confidential information, including but not limited to: the terms and conditions of this Agreement, each Party’s trade secrets, customer lists and data, financial information, marketing and product plans and information, business information and data, pricing terms, and other information which is not commonly known by or available to the public and the disclosing Party regards as proprietary or confidential (collectively, the “Information” also referred to as “Confidential Information”). The receiving Party agrees to keep confidential and not disclose to any third party, without the disclosing Party’s written consent, any Information in its possession. The receiving Party further understands and agrees that misuse and/or disclosure of such Information could adversely affect the disclosing Party’s business. Accordingly, the receiving Party agrees that, during the term of this Agreement and thereafter, it shall use and reproduce such Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of such Information to its employees and agents with a need to know and shall not disclose such Information to any other party or use the Information other than as authorized herein without prior written approval. The terms of this section shall apply for the duration of the term of this Agreement and after termination thereof: (a) in the case of trade secrets, for as long as such Information remains a trade secret under applicable law; or (b) in the case of other Information, for a term of five (5) years. If a receiving Party receives a subpoena or other validly issued administrative or judicial process demanding Information, the receiving Party must promptly notify the disclosing Party. Each Party shall return to the other promptly following termination or expiration of this Agreement any materials containing Information, including summaries or extracts thereof, regardless of form, or shall certify in writing within fourteen (14) days of termination or expiration that all such materials, summaries or extracts, in all forms, have been destroyed. The Parties recognize that serious injury could result to a Party and its business if a receiving Party breaches its obligations under this Section. Therefore, each Party agrees that the disclosing party will be entitled to seek a restraining order, or injunction or other equitable relief if the receiving Party breaches its obligations under this Agreement
9 ACCEPTANCE. Company understands that it is Company’s sole responsibility to notify PAI of any concern or issue with the Services. If Company does not notify PAI of any concern or issue within thirty (30) days of receipt of the Services, then the Services shall be deemed accepted.
10 NOTICES. The Parties shall give all notices and communications in writing by (i) personal delivery (ii) first-class, registered or certified mail, postage prepaid to the mailing address specified in the recitals of this Agreement, or (iii) electronic mail to the corporate email address indicated for the corresponding signatory below. Notice given under this Agreement shall be effective upon receipt.
11 NON-SOLICITATION. Parties agree that, unless through the submittal of an application through ordinary course of business or through the use of an independent employment agency so long as the agency was not directed to solicit a particular individual, each Party will not, for the duration of this Agreement and for a period of twelve (12) months from the termination of this Agreement, solicit or attempt to solicit from the other Party any employee or contractor of such other Party that was involved in the performance of this Agreement. Each Party acknowledges the restrictions contained in this clause are reasonable and necessary to protect the business of the other Party and that choosing to solicit or attempt to solicit may result in legal and/or equitable remedy.
12 MISCELLANEOUS
Force Majeure. Neither Party shall be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond such party’s reasonable control, including, but not limited to, fires, strikes, insurrections, riots, embargoes electronic viruses, worms or corrupting microcode existing in Company’s network not caused by PAI, shortage of supply or delay by vendors, a widespread or catastrophic failure of the Internet, or requirements of any governmental authority. No Party is entitled to terminate this Agreement under Section 4 (Term and Termination) in such circumstances unless such Force Majeure event lasts longer than thirty (30) days, in which case, the Party not claiming Force Majeure may terminate this Agreement by providing written notice to the other Party and neither Party may be deemed in breach of this Agreement in such instance.
Survival. The Parties obligations that by their nature are reasonably intended to survive, shall survive the termination and/or expiration of this Agreement.
Time Tracking. PAI uses a third-party time tracking tool to monitor Services (“Tracking Tool“). The Tracking Tool takes automatic screenshots of the screen in which Services are performed, and the screenshots are then stored by the Tracking Tool for ninety (90) days, unless an incident occurs, in which case the screenshots may be stored longer. Company may opt out of using the Time Tracking tool at any time by providing a written request to PAI, but doing so would not allow PAI to track time or provide in-dept reporting. PAI automatically removes the Tracking Tool in instances in which PAI is aware of access to regulated data.
Offshoring. Company authorizes PAI to subcontract Services outside of the United States.
Arbitration. Parties both shall make a good faith effort to settle any claim and/or dispute (“Claim”) arising under or relating to this Agreement through negotiation. If no settlement is reached after ninety (90) days, Parties agree to settle the Claim through arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in Dallas, Texas. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Governing Law. This Agreement shall be governed by the laws of the state of Delaware, without reference to its choice of law rules.
Entire Agreement. This Agreement and any Exhibits, SOWs and/or amendments constitute the entire agreement between the Parties. All prior agreements, discussions, arrangements, warranties and covenants are merged herein. There are no warranties, representations, covenants or agreements- expressed or implied- between the Parties except those expressly set forth in this Agreement. Any amendment to this Agreement shall be made in writing and executed by both Parties.
Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of this Agreement and shall not affect the enforceability of the remainder of this Agreement.
Relationship of Parties. The relationship described in this Agreement is limited to that of PAI being an independent contractor of Company and not an employee, agent, joint-venture or partner for any reason. Upon engagement in this Agreement, both Parties shall not do anything to create a false impression that they are partnered with, endorsed by or acting on behalf of the other Party.
PAI may revise this Agreement when necessary (1) to reflect updates to the Services, and/or (2) to address legal, regulatory, or security requirements. PAI will notify Company in advance of any significant changes, except when introducing a new Service or feature or when urgent action is required.
Octed LLC DBA Programmers.io/ai © December 2025. All Rights Reserved.
