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Master Service Agreement

Last updated: April 2026

This Master Service Agreement ("Agreement") is entered into by and between Ergona Works LLC ("Provider") and the entity or individual agreeing to these terms ("Customer").

1. Services

Provider agrees to provide Customer with access to its managed software services ("Services") as described in the applicable service order or subscription plan. The scope, features, and service levels may be further defined in supplemental terms.

2. Term and Termination

This Agreement begins on the date Customer first accesses the Services and continues until terminated. Either party may terminate this Agreement with 30 days' written notice. Provider may terminate immediately for material breach.

3. Fees and Payment

Customer agrees to pay all fees specified in the applicable subscription plan. Fees are billed in advance and are non-refundable except as required by law. Provider reserves the right to modify fees with 30 days' notice.

4. Customer Responsibilities

Customer shall:

  • Provide accurate and complete information required for the Services
  • Maintain the security of account credentials
  • Comply with all applicable laws in connection with use of Services
  • Not use Services in any manner that could damage or impair them

5. Intellectual Property

Provider retains all rights in the Services and underlying technology. Customer retains all rights in their data. Each party grants the other only the limited rights necessary to perform under this Agreement.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties except as necessary to perform under this Agreement or as required by law.

7. Data Protection

Provider will process Customer data in accordance with its Privacy Policy and applicable data protection laws. Provider implements appropriate technical and organizational security measures.

8. Warranties and Disclaimers

Provider warrants that Services will perform materially as described. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

9. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

10. Indemnification

Each party agrees to indemnify the other against third-party claims arising from the indemnifying party's breach of this Agreement or violation of applicable law.

11. Governing Law and Disputes

This Agreement is governed by the laws of the State of Florida. Any disputes shall be resolved through binding arbitration in Tampa, Florida, except that either party may seek injunctive relief in court.

12. General

This Agreement, together with any applicable service orders, constitutes the entire agreement between the parties. No modification is effective unless in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions continue in full force.

13. Contact

Questions about this Agreement? Contact us at legal@ergonaworks.com.