Master Services Agreement
Version 2026-10-22. This Master Services Agreement ("Agreement") is between Pushbuild LLC, a Massachusetts limited liability company ("Pushbuild"), and the client named in the accepted proposal or statement of work ("Client"). Client accepts this Agreement by signing or clicking to accept a proposal or statement of work that references it, by paying any invoice under it, or by allowing work to begin. The person accepting represents that they are authorized to bind Client.
1. Structure
1.1 Pushbuild will perform the services and provide the deliverables described in each proposal or statement of work accepted by both parties (each an "SOW"). Each SOW incorporates this Agreement. If an SOW conflicts with this Agreement, this Agreement governs unless the SOW expressly states that it overrides a named section. 1.2 Our Terms of Use, Privacy Policy, Client Area Terms and Connect End User License Agreement apply to Client's use of those products and are incorporated here. For the services, this Agreement governs over them.
2. Scope, changes and assumptions
2.1 Scope. Pushbuild is obligated to perform only what the SOW expressly describes. Anything not expressly included is excluded, including ongoing support, hosting, maintenance, training, data migration, third-party license fees, and work caused by changes in third-party platforms. 2.2 Change orders. Any change to scope, deliverables, assumptions or timeline requires a change order, which may be agreed by message in the Client Area or by email. Pushbuild may price and schedule any change, and is not obligated to perform it until the change order is accepted and any associated payment is made. 2.3 Assumptions. Each SOW is based on the information and assumptions Client provided or the SOW states. If any proves inaccurate, Pushbuild may revise scope, price and timeline by change order. 2.4 Timelines are good-faith estimates, not guarantees, and extend automatically for any delay caused by Client, a third party, or events outside Pushbuild's reasonable control.
3. Client responsibilities
Client will, at its own cost: (a) provide timely, accurate and complete information, content, decisions, approvals and access; (b) designate a person with authority to give approvals; (c) maintain current, complete and tested backups of all data, systems and accounts that may be affected by the services, before and during the work; (d) obtain and pay for all third-party software, platforms, subscriptions, API access and licenses; (e) ensure that its use of the deliverables, and every action it asks Pushbuild to take, complies with all laws and third-party terms, including laws on privacy, marketing, telemarketing and text messaging, email, data scraping, consumer protection, employment and accessibility; (f) review and test all deliverables and all automated output before relying on it; and (g) be solely responsible for its data, its business decisions, and its own customers and users. Pushbuild is not responsible for any delay, defect or loss caused by Client's failure to meet these responsibilities, and fees remain payable.
4. Credentials and data handling
4.1 Client will provide access through the Client Area, Connect or another method Pushbuild designates, and will share only credentials it is authorized to share, using dedicated or least-privilege accounts where the system allows. 4.2 Client authorizes Pushbuild, its personnel and contractors, and the software tools they use, to access and act within Client's systems and accounts using the credentials and access Client provides, for the purpose of the services. Actions taken within that authorization are taken on Client's behalf and at its direction. 4.3 Pushbuild will use reasonable measures to protect credentials and Client Data, and will use them only to perform the services, keep records, and comply with law. Client Data means data Client provides or makes accessible to Pushbuild. 4.4 Client will change or revoke all credentials given to Pushbuild promptly after the work ends or the related deliverable is handed over. Pushbuild is not responsible for any activity after that point, or for any unauthorized access not caused by Pushbuild's gross negligence. 4.5 No regulated data. The services are not designed for protected health information under HIPAA, payment card data, or other specially regulated data, and Client will not provide access to it, unless Pushbuild expressly agrees in a signed SOW that names the category of data. Pushbuild does not enter into business associate agreements. Client is solely responsible for any such data provided in breach of this section. 4.6 Pushbuild may use service providers and subcontractors, including cloud and software tool providers, to perform the services and process Client Data, and remains responsible for their performance to the extent provided in this Agreement. 4.7 Pushbuild may retain Client Data in backups and records, and may delete Client Data and Client Area content after the engagement ends.
5. Delivery and acceptance
5.1 On delivery of a deliverable or milestone, Client has five (5) business days to test it and report in writing any material failure to conform to the SOW's written description of done, with enough detail to reproduce it. 5.2 Pushbuild will correct reported non-conformities within a reasonable time and redeliver, and the acceptance period restarts for the corrected items only. 5.3 A deliverable is deemed accepted on the earliest of: Client's written approval; expiry of the acceptance period without a conforming rejection notice; or any use of the deliverable in production or for business purposes. Acceptance is final, except for the warranty in Section 9. 5.4 Matters of preference, new requirements, and issues caused by Client's data, systems, third-party platforms or changes are not non-conformities, and correcting them is a change.
6. Fees and payment
6.1 Client will pay the fees in each SOW. Unless the SOW says otherwise, deposits and milestone payments are due before the related work starts and are non-refundable once work has started. 6.2 Invoices are due on receipt. Late amounts bear interest at 1.5% per month or the maximum lawful rate, if less. Client will reimburse Pushbuild's costs of collection, including reasonable attorneys' fees. 6.3 Pushbuild may suspend work, access and deliverables, and withhold handover, while any amount is overdue, and timelines extend accordingly. 6.4 Fees exclude taxes, which Client will pay (other than taxes on Pushbuild's income). 6.5 Client will not withhold, set off or dispute payment of any amount except in good faith and in writing within ten (10) days of the invoice date; undisputed amounts remain due. Client waives any chargeback for amounts properly due.
7. Intellectual property
7.1 Transfer on payment. Upon Pushbuild's receipt of payment in full of all amounts due under the applicable SOW, Pushbuild assigns to Client its rights in the deliverables created specifically for Client under that SOW, excluding Pushbuild Materials and Third-Party Materials. Until then, Pushbuild owns all deliverables and grants Client only a revocable license to evaluate them. 7.2 Pushbuild Materials. Pushbuild retains all rights in its pre-existing and independently developed software, code, libraries, templates, tools, workflows, prompts, methods, know-how and general-purpose components, and in improvements to them ("Pushbuild Materials"). To the extent Pushbuild Materials are included in a paid-for deliverable, Pushbuild grants Client a perpetual, non-exclusive, non-transferable (except with the deliverable) license to use them as part of that deliverable for Client's internal business. 7.3 Third-Party Materials. Open-source and third-party software, services and content are licensed under their own terms, which Client will comply with. 7.4 Learning. Pushbuild may use knowledge, skills and experience gained, and de-identified, aggregated information about the work, for any purpose, provided it does not disclose Client's Confidential Information. 7.5 Client grants Pushbuild a license to use Client Content and marks as needed to perform the services.
8. Confidentiality
Each party will protect the other's non-public information marked or reasonably understood as confidential with reasonable care, use it only for this Agreement, and disclose it only to personnel, contractors and advisers who need it and are bound to protect it. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party. A party may disclose information if required by law, with notice where lawful. These obligations last three years after termination, and for trade secrets and credentials as long as they remain such.
9. Limited warranty
9.1 Pushbuild warrants for thirty (30) days after acceptance that each deliverable will materially conform to the SOW's written description at acceptance. Client's sole and exclusive remedy, and Pushbuild's entire liability, for breach of this warranty is for Pushbuild to correct the non-conformity or, at Pushbuild's option, refund the fees paid for the non-conforming deliverable. 9.2 The warranty does not cover issues caused by changes to Client's systems, data or configuration, third-party platforms, APIs, software or services (including changes to their features, pricing, limits or terms), misuse, modifications not made by Pushbuild, or use outside the SOW. 9.3 EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS", AND PUSHBUILD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY OF RESULTS, SAVINGS, REVENUE, UPTIME, ACCURACY OF AUTOMATED OR MACHINE-GENERATED OUTPUT, OR CONTINUED COMPATIBILITY WITH THIRD-PARTY PLATFORMS.
10. Limitation of liability
10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PUSHBUILD NOR ITS MEMBERS, MANAGERS, PERSONNEL, CONTRACTORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, DATA OR USE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. 10.2 PUSHBUILD'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, ALL SOWS AND THE SERVICES WILL NOT EXCEED THE LESSER OF (A) THE FEES ACTUALLY PAID BY CLIENT UNDER THE SOW GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) FIVE THOUSAND U.S. DOLLARS (USD 5,000). 10.3 These limits apply to all claims in the aggregate, in contract, tort (including negligence), strict liability or otherwise, even if a remedy fails of its essential purpose. They do not limit liability for fraud or wilful misconduct, or any liability that cannot be limited by law. The fees reflect this allocation of risk.
11. Indemnification
11.1 Client will defend, indemnify and hold harmless Pushbuild and its members, managers, personnel, contractors and suppliers from all claims, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or related to: Client Data and Client Content; Client's instructions, approvals and business decisions; any action taken on Client's behalf within the authorization in Section 4.2 or the Connect EULA; Client's use of the deliverables, including messages, transactions or data they send, collect or process; Client's breach of Sections 3 or 4; Client's violation of law or third-party terms; and claims by Client's customers, employees or users. 11.2 The indemnified party will give prompt notice of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced), allow the indemnifying party to control the defense, and cooperate at the indemnifying party's expense. No settlement imposing an obligation on the indemnified party may be made without its consent.
12. Term and termination
12.1 This Agreement continues until terminated. Either party may terminate it on thirty (30) days' written notice when no SOW is in progress. 12.2 Pushbuild may terminate or suspend any SOW immediately on notice if Client fails to pay when due, breaches Sections 3 or 4, or if Pushbuild reasonably believes continuing would expose it to legal, security or reputational risk. 12.3 Client may terminate an SOW for convenience on written notice, and will pay for all work performed and expenses incurred to the termination date, plus any non-cancellable commitments. Deposits and paid milestones are non-refundable. 12.4 On termination, Client will pay all amounts due, and Section 7.1 applies only to deliverables paid for in full. Sections 4.4, 4.5, 4.7, 6 through 11, 13 and 14 survive.
13. Disputes
13.1 Governing law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules, and by the Federal Arbitration Act. 13.2 Arbitration. After a 30-day good-faith negotiation period following written notice, any dispute arising out of or relating to this Agreement or the services will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Boston, Massachusetts. The arbitrator may not award damages excluded by Section 10. Either party may seek injunctive relief in court to protect intellectual property or confidential information, and Pushbuild may bring an action to collect unpaid fees in any court of competent jurisdiction. 13.3 CLASS ACTION AND JURY WAIVER. ALL CLAIMS WILL BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES TRIAL BY JURY. 13.4 Time limit. Any claim against Pushbuild must be brought within one (1) year after it arises. 13.5 Venue. Subject to arbitration, the state and federal courts in Suffolk County, Massachusetts have exclusive jurisdiction. 13.6 The prevailing party in any proceeding to collect fees is entitled to its reasonable attorneys' fees and costs.
14. General
14.1 Independent contractor. Pushbuild is an independent contractor and determines the means, methods, personnel, subcontractors and tools used to perform the services. 14.2 Publicity. Client authorizes Pushbuild to identify Client by name as a client, display Client's name and logo, and describe the project and its results (including metrics and outcomes) on Pushbuild's website, in proposals, case studies, social media and other marketing, during and after the engagement. Pushbuild will not disclose Client's Confidential Information in doing so. Client may opt out, prospectively, by written notice to legal@pushbuild.com; materials already published or distributed need not be withdrawn. 14.3 Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including outages or changes of third-party platforms and providers. 14.4 Notices to Pushbuild must go to legal@pushbuild.com. Notices to Client may go to the email address associated with its Client Area or SOW. Messages in the Client Area are written notice for operational matters. 14.5 Changes. Pushbuild may update this Agreement by posting a new version; the version in effect when an SOW is accepted governs that SOW. 14.6 Entire agreement. This Agreement and the SOWs are the entire agreement on their subject and supersede all prior proposals, statements and understandings. Client's purchase order or other terms have no effect. Amendments must be in writing (including a change order accepted in the Client Area). 14.7 Assignment: Client may not assign without Pushbuild's written consent; Pushbuild may assign freely. Severability, no waiver, no third-party beneficiaries, and electronic signatures and records are valid. Headings are for convenience. 14.8 Insurance. Nothing in this Agreement waives any right of subrogation of Pushbuild's insurers. Pushbuild will provide a certificate of insurance on request. No other insurance requirement applies to Pushbuild.