Document: Master Service Agreement (MSA)
Product: AskMike.AI (askmike.tools)
Provider: AskMike.AI, an MCubed company
Contact: info@mcubedbi.net
Purpose
This document is a B2B SaaS Master Service Agreement for Ask Mike / AskMike.AI.
Schedules / Attachments (referenced):
- Order Form / Statement of Work
- Data Processing Addendum
- Subprocessors
MASTER SERVICE AGREEMENT
This Master Service Agreement (“Agreement”) is entered into as of the Effective Date set forth on the applicable Order Form (or, if none, the date Customer first accepts this Agreement electronically) by and between:
AskMike.AI, an MCubed company (“Provider,” “we,” “us”), contact: info@mcubedbi.net
and
the entity identified on the Order Form (“Customer,” “you”).
Each a “Party” and together the “Parties.”
1. Definitions
“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests.
“Authorized User” means an individual employee, contractor, or agent of Customer whom Customer authorizes to access the Services under Customer’s account.
“Confidential Information” has the meaning in Section 7.
“Customer Data” means data, content, and materials submitted to or collected through the Services by or on behalf of Customer (including Authorized Users), excluding Provider Materials and Usage Data.
“Documentation” means Provider’s then-current user guides and technical documentation for the Services made available to Customer.
“Order Form” means a written or electronic order (including online signup flow, if applicable) that references this Agreement and specifies Services, fees, term, and other commercial terms.
“Provider Materials” means the Services, Software, Documentation, Provider’s trademarks, templates, models configurations owned or licensed by Provider, and all related IP, excluding Customer Data.
“Services” means Provider’s multi-tenant B2B software-as-a-service offerings branded AskMike.AI / Ask Mike, currently accessible at askmike.tools, including analytics, CRM, collections, and AI-assist features, as described in the applicable Order Form and Documentation.
“Software” means software underlying the Services, including any client components Provider makes available.
“Usage Data” means technical and operational data about use of the Services (e.g., logs, performance metrics, feature usage counts) that does not identify Customer’s end customers as such, and that Provider may use to operate, secure, and improve the Services.
“AI Features” means optional or included features that send prompts or other inputs to third-party large language model APIs (currently assumed OpenAI API) to generate outputs for Authorized Users.
2. Scope of Services; Order Forms
2.1 Services. Subject to this Agreement and timely payment of fees, Provider will make the Services available to Customer during the Subscription Term in accordance with the Order Form and Documentation.
2.2 Order Forms. Each Order Form is incorporated into this Agreement. If Customer’s procurement forms conflict with this Agreement, this Agreement controls unless the Order Form expressly states otherwise and is signed by both Parties.
2.3 Changes. Provider may modify the Services (including features, UI, and integrations) provided such modifications do not materially degrade core subscribed functionality during a paid term. Material adverse changes may be addressed via notice and, where required by the Order Form, Customer’s termination rights for convenience or for cause.
2.4 Beta / Preview. Features labeled alpha, beta, preview, or experimental are provided AS IS, may be withdrawn at any time, and may be excluded from uptime or support commitments.
3. Access and Use Rights; Restrictions
3.1 License / Access. Provider grants Customer a non-exclusive, non-transferable (except as permitted in Section 18), non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes, subject to Authorized User limits and any plan caps in the Order Form.
3.2 Restrictions. Customer shall not, and shall not permit others to:
(a) reverse engineer, decompile, or attempt to derive source code from the Services except to the extent this restriction is prohibited by law;
(b) copy, modify, or create derivative works of Provider Materials except as expressly permitted;
(c) sell, resell, rent, lease, or provide the Services as a service bureau to third parties except as expressly allowed in writing;
(d) interfere with or disrupt the Services or attempt unauthorized access;
(e) use the Services to store or transmit malware, or for unlawful, infringing, or fraudulent purposes;
(f) bypass usage limits, security, or multi-tenant isolation controls;
(g) use AI Features to generate content that violates applicable law or third-party rights, or to attempt to extract model weights or prohibited training data;
(h) remove proprietary notices.
3.3 Acceptable Use. Customer is responsible for Authorized Users’ compliance. Provider may suspend accounts that pose security, legal, or abuse risk (see Section 14).
4. Customer Responsibilities
4.1 Customer is responsible for: (a) accuracy of account information; (b) configuring access and roles; (c) Customer Data content and legal basis for processing; (d) obtaining any consents required for Customer’s use of the Services with its own customers/end users; (e) securing credentials; (f) promptly notifying Provider of suspected unauthorized access at info@mcubedbi.net.
4.2 Customer represents it has rights to submit Customer Data to the Services (including to AI Features where used).
5. Fees, Invoicing, Taxes
5.1 Fees. Customer will pay fees set forth in the Order Form.
5.2 Invoicing. Unless otherwise stated, fees are invoiced in advance. Late amounts may accrue interest at the maximum allowed by law.
5.3 Taxes. Fees exclude taxes. Customer is responsible for applicable sales, use, VAT, and similar taxes (excluding taxes based on Provider’s net income).
5.4 No refunds. Except as expressly stated (e.g., termination for Provider uncured material breach), fees are non-refundable.
5.5 Fee changes. Provider may change fees upon renewal with prior notice.
6. Intellectual Property
6.1 Provider IP. Provider and its licensors retain all right, title, and interest in Provider Materials. No rights are granted except as expressly stated.
6.2 Customer Data. As between the Parties, Customer retains all right, title, and interest in Customer Data. Customer grants Provider a limited license to host, process, transmit, and display Customer Data solely to provide and support the Services, comply with law, and as otherwise permitted in the DPA.
6.3 Feedback. Customer may provide suggestions. Provider may use feedback without restriction or obligation, provided Provider does not disclose Customer Confidential Information.
6.4 AI Outputs. Subject to third-party model provider terms and Customer’s compliance with this Agreement, Provider does not claim ownership of outputs generated uniquely for Customer from Customer’s prompts solely by virtue of generation; however, outputs may not be unique and similar outputs may be provided to others. Customer is responsible for reviewing AI outputs before reliance.
6.5 No training claim in this MSA. Any statements about whether Customer Data is used to train third-party models are addressed in the AI data processing page and vendor policies, not as a warranty in this Agreement unless expressly added after verification. This Agreement does not warrant Zero Data Retention or Modified Abuse Monitoring.
7. Confidentiality
7.1 Definition. Confidential Information means non-public information disclosed by a Party that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing, security documentation, and business plans.
7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) was known without confidentiality duty; (c) is independently developed; or (d) is rightfully received from a third party without restriction.
7.3 Obligations. Recipient will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least reasonable care; (c) not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective; and (d) not disclose to third parties except as required by law with prior notice where legally permitted.
7.4 Duration. Confidentiality obligations survive after termination; trade secrets for so long as they remain trade secrets; Customer Data obligations as set in the DPA.
8. Data Protection
8.1 The Parties’ roles and processing terms for personal data are set out in the Data Processing Addendum (DPA), which is incorporated by reference when Customer Data includes personal data and/or when required by applicable law. See the DPA.
8.2 Subprocessors are listed on the Subprocessors page (as updated from time to time per the DPA).
8.3 Security measures are described at a high level in the DPA and security questionnaire pack; they do not constitute certifications unless separately issued by an independent auditor.
9. Artificial Intelligence / Model Features
9.1 AI Features may send prompts, context, and related inputs to third-party model providers (see Subprocessors). Customer controls whether and how Authorized Users use AI Features.
9.2 Provider does not, in this Agreement, warrant Zero Data Retention (ZDR), Modified Abuse Monitoring (MAM), or similar vendor enterprise configurations unless and until expressly documented in an Order Form after Provider verification of account settings.
9.3 Customer acknowledges AI outputs may be inaccurate, incomplete, or biased; Customer must apply human review for material decisions (credit, collections strategy, employment, legal advice, etc.).
10. Warranties and Disclaimers
10.1 Mutual. Each Party warrants it has authority to enter this Agreement.
10.2 Provider. Provider warrants that during the Subscription Term it will provide the Services in a professional manner substantially in accordance with the Documentation. Customer’s exclusive remedy for breach of this warranty is, at Provider’s option, re-performance or a pro-rata refund of prepaid fees for the non-conforming period.
10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND AI FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT AI OUTPUTS WILL MEET CUSTOMER’S REQUIREMENTS.
11. Indemnification
11.1 By Provider. Provider will defend Customer against third-party claims alleging that the Services (excluding Customer Data, Customer configurations, and third-party model outputs) infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded (or settled with Provider’s consent), provided Customer: (a) promptly notifies Provider; (b) gives Provider sole control of defense/settlement; and (c) reasonably cooperates. Provider may procure rights, modify the Services, or terminate the affected Services with a pro-rata refund of prepaid fees. This obligation does not apply to claims arising from combination with non-Provider products, Customer modifications, or use after notice to stop.
11.2 By Customer. Customer will defend and indemnify Provider against claims arising from: (a) Customer Data; (b) Customer’s unlawful use of the Services or AI Features; (c) Customer’s violation of Section 3; or (d) Customer’s failure to obtain required consents from its end customers.
12. Limitation of Liability
12.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR LOST PROFITS/REVENUE/GOODWILL/DATA DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.
12.2 AI Features. Without limiting the above, Customer remains responsible for decisions made using AI Feature outputs.
12.3 Nothing in this Agreement limits liability that cannot be limited under applicable law.
13. Term and Termination
13.1 Term. This Agreement starts on the Effective Date and continues while any Order Form remains in effect. Each Order Form has a Subscription Term as stated therein and renews as stated (or year-to-year if silent).
13.2 Termination for cause. Either Party may terminate this Agreement or an Order Form for material breach if the breach remains uncured after written notice (or immediately for incurable breach such as payment failure after notice, or violation of Section 3).
13.3 Effect. Upon termination: (a) access ends; (b) Customer must cease use; (c) Provider will make Customer Data available for export upon written request, then delete per the DPA, except copies retained for legal/compliance backups under isolation. Fees owed become immediately due.
13.4 Survival. Sections 6–12, 13.3, 15–18, and any accrued payment obligations survive.
14. Suspension
Provider may suspend access immediately if: (a) required by law; (b) Customer’s use poses a security risk to the Services or other customers; (c) fees are overdue after notice; or (d) suspected abuse or AUP violation. Provider will use reasonable efforts to notify Customer at the account email and at info@mcubedbi.net coordination as applicable, and to restore access promptly after resolution.
15. Publicity
Neither Party will issue a press release using the other’s name without prior written consent, except Provider may identify Customer as a customer on websites and marketing materials using Customer’s name and logo unless Customer opts out by written notice to info@mcubedbi.net.
16. Export / Sanctions
Customer represents it is not barred under U.S. export or sanctions laws from receiving the Services and will not use the Services in prohibited jurisdictions or for prohibited end uses.
17. Injunctive Relief
Either Party may seek injunctive relief for IP or confidentiality breaches in any court of competent jurisdiction.
18. General Provisions
18.1 Entire agreement. This Agreement (including Order Forms, DPA, and incorporated policies) is the entire agreement and supersedes prior proposals regarding its subject matter.
18.2 Amendments. Amendments must be in writing signed by both Parties, except Provider may update the Subprocessors page and non-material Documentation per the DPA notice process.
18.3 Assignment. Neither Party may assign without prior written consent, except to an Affiliate or successor in connection with merger, acquisition, or sale of substantially all assets, provided the assignee assumes this Agreement and is not a direct competitor. This Agreement binds successors.
18.4 Notices. Legal notices to Provider: info@mcubedbi.net. Notices to Customer: address/email on the Order Form.
18.5 Force majeure. Neither Party is liable for delays beyond reasonable control (excluding payment obligations).
18.6 Severability; waiver; independent contractors; no third-party beneficiaries (except Affiliates where stated).
18.7 Counterparts / electronic acceptance permitted.
19. Order of Precedence
In case of conflict: (1) Order Form (solely for commercial terms expressly stated therein); (2) DPA (for personal data processing); (3) this MSA; (4) Documentation.
Signature block
AskMike.AI, an MCubed company
Signature: _______________________
Name / Title: _______________________
Date: _______________________
Contact: info@mcubedbi.net
Customer
Signature: _______________________
Name / Title: _______________________
Date: _______________________
End of MSA.