Skip to content
Home » Master Services Agreement

Master Services Agreement

1. DEFINITIONS AND INTERPRETATION

1.1 In this Master Services Agreement (“MSA”) and any applicable Statement of Work (“SOW”), the following terms shall have the meanings set forth below:

(a) “Available Services” means the digital marketing services to be provided by Heurisko to the Client as described in the applicable SOW.

(b) “Business Day” means a day other than a Saturday, Sunday, or public bank holiday in the United Kingdom or a federal holiday in the United States.

(c) “Client Intellectual Property” means any intellectual property rights owned by Client prior to the commencement of the Available Services under this MSA and any applicable SOW.

(d) “Confidential Information” means any non-public information, data, or material, in any form or medium, that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Available Services and that is designated as confidential or proprietary, or that reasonably should be understood to be confidential or proprietary given the nature of the information and the circumstances of disclosure.

(e) “Data Protection Laws” means all applicable data protection and privacy laws and regulations governing the collection, use, processing, storage, and transfer of personal data.

(f) “Deliverables” means the deliverables and work products created by Heurisko specifically for the Client as part of the Available Services, as described in the applicable SOW.

(g) “Dispute” means any dispute, claim, or controversy arising out of or relating to this MSA or any applicable SOW, or the breach, termination, enforcement, interpretation, or validity thereof.

(h) “Force Majeure Event” means any event or circumstance beyond a Party’s reasonable control that prevents or delays the performance of its obligations under this MSA or any applicable SOW.

(i) “Heurisko Intellectual Property” means any intellectual property rights owned by Heurisko prior to the commencement of the Available Services and any intellectual property rights developed by Heurisko independently of the Available Services.

(j) “Party” means either Heurisko or Client and “Parties” means both Heurisko and Client collectively.

(k) “Personal Data” means any information relating to an identified or identifiable individual, as defined under applicable Data Protection Laws.

(l) “Pre-Existing Materials” means any pre-existing materials, templates, methodologies, tools, software, or other intellectual property used or incorporated into the Deliverables by Heurisko.

(m) “Statement of Work” or “SOW” means a written document executed by the Parties that describes the specific Available Services to be provided by Heurisko to Client, along with any associated fees, timelines, and other terms and conditions.

1.2 In this MSA and any applicable SOW, unless the context otherwise requires:
(a) Words in the singular include the plural and vice versa;
(b) Any reference to a statute or regulation includes any amendments or modifications thereto;
(c) The headings are for convenience only and shall not affect the interpretation of this MSA or any applicable SOW;
(d) References to “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”

2.1 Commencement. This Master Services Agreement (“MSA”) shall commence on the date that it has been executed and agreed to by both Parties (the “Commencement Date”) and shall continue in full force and effect unless terminated earlier in accordance with its terms.

2.2 Duration. Subject to the provisions of this MSA regarding termination, this MSA shall remain in effect for the duration of the provision of the Available Services as set forth in each Statement of Work (“SOW”) executed by the Parties. Each SOW shall specify its own term and duration, and the termination or expiration of any individual SOW shall not affect the validity or enforceability of this MSA or any other SOW unless otherwise expressly provided in the relevant SOW or in this MSA.

2.3 Renewal. Unless otherwise specified in an individual SOW, this MSA shall not automatically renew. Any renewal or extension of this MSA or any SOW shall be subject to a mutual written agreement between the Parties.

2.4 Survival. The provisions of this MSA that by their nature are intended to survive the termination or expiration of this MSA, including but not limited to sections relating to confidentiality, intellectual property rights, indemnity, limitations of liability, and dispute resolution, shall survive any termination or expiration of this MSA and shall continue to bind the Parties in accordance with their terms.

3. STATEMENT OF WORK

3.1 Statement of Work. Each specific project or engagement for the provision of Available Services by Heurisko to Client shall be governed by a separate Statement of Work (“SOW”) that shall be executed by both Parties. Each SOW shall be subject to the terms and conditions of this Master Services Agreement (“MSA”) and shall form an integral part of this MSA. In the event of any conflict or inconsistency between the terms of this MSA and the terms of any SOW, the terms of the SOW shall prevail to the extent of such conflict or inconsistency, but only with respect to the specific project or engagement described in that SOW.

3.2 Content of SOW Each SOW shall set forth, at a minimum, the following information:
(a) A detailed description of the Available Services to be provided by Heurisko to the Client, including the scope of work and any specific deliverables;
(b) The timeline for the provision of the Available Services, including any milestones or deadlines;
(c) The fees and payment terms for the Available Services, including any deposits, retainers, or other payment arrangements;
(d) Any specific responsibilities or obligations of Client in connection with the provision of the Available Services;
(e) Any additional terms or conditions that may be applicable to the specific project or engagement;
(f) The term and duration of the SOW, including any provisions for renewal or extension.

3.3 Changes to SOW Any changes, modifications, or amendments to an existing SOW, including any changes to the scope of work, deliverables, timeline, fees, or other terms, shall be made in writing and shall be subject to mutual agreement and execution by both Parties. Any such changes, modifications, or amendments shall be set forth in a written change order or amendment to the SOW and shall become effective upon execution by both Parties.

3.4 Independent SOWs. Each SOW shall be independent of any other SOW, and the termination or expiration of any individual SOW shall not affect the validity or enforceability of this MSA or any other SOW unless otherwise expressly provided in the relevant SOW or in this MSA.

4. HEURISKO’S OBLIGATIONS

4.1 Provision of Services. Heurisko shall provide the Available Services to the Client as described in each Statement of Work (“SOW”) executed by the Parties. Heurisko shall perform the Available Services in a professional and workmanlike manner, in accordance with industry standards and practices, and in compliance with all applicable laws and regulations.

4.2 Personnel. Heurisko shall assign qualified personnel with the necessary skills, experience, and qualifications to perform the Available Services. Heurisko shall be responsible for the supervision, direction, and control of its personnel and shall ensure that its personnel comply with the terms and conditions of this Master Services Agreement (“MSA”) and any applicable SOW.

4.3 Timely Performance. Heurisko shall use commercially reasonable efforts to perform the Available Services and deliver any specified deliverables in accordance with the timeline set forth in the applicable SOW. Heurisko shall promptly notify Client of any anticipated delays or issues that may affect the timely performance of the Available Services and shall work with Client to develop a mutually acceptable plan to address such delays or issues.

4.4 Communication and Cooperation. Heurisko shall maintain regular communication with the Client regarding the progress and status of the Available Services and shall promptly respond to any inquiries or requests from the Client. Heurisko shall cooperate with Client and any third parties designated by Client in the performance of the Available Services, including providing any necessary information, documentation, or assistance as reasonably requested by Client.

4.5 Compliance with Laws. Heurisko shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of the Available Services, including but not limited to laws relating to data protection, privacy, intellectual property, and employment.

4.6 Quality Assurance. Heurisko shall implement and maintain appropriate quality assurance procedures and controls to ensure the quality and accuracy of the Available Services and deliverables. Heurisko shall promptly correct any errors, defects, or deficiencies in the Available Services or deliverables that are brought to its attention by the Client.

5. THE CLIENT’S OBLIGATIONS

5.1 Cooperation and Assistance. Client shall cooperate with Heurisko and provide Heurisko with such information, assistance, and access to Client’s facilities, systems, and personnel as may be reasonably necessary for Heurisko to perform the Available Services in accordance with the terms of this Master Services Agreement (“MSA”) and any applicable Statement of Work (“SOW”). Client shall promptly respond to any reasonable requests from Heurisko for information, approvals, or decisions related to the Available Services.

5.2 Accurate and Complete Information. Client shall ensure that all information, materials, and data provided to Heurisko for the purpose of performing the Available Services are accurate, complete, and up to date. Client shall promptly notify Heurisko of any changes or updates to such information, materials, or data that may affect the performance of the Available Services.

5.3 Client’s Representatives. Client shall designate one or more representatives who shall have the authority to act on Client’s behalf in connection with the Available Services and who shall serve as the primary point of contact between Client and Heurisko. Client’s representatives shall have the authority to make decisions, provide approvals, and give instructions on behalf of Client as may be necessary for Heurisko to perform the Available Services.

5.4 Compliance with Laws. Client shall comply with all applicable federal, state, and local laws, regulations, and ordinances concerning its use of the Available Services and any deliverables provided by Heurisko, including but not limited to laws relating to data protection, privacy, intellectual property, and employment.

5.5 Timely Performance of Client’s Obligations. Client shall perform its obligations under this MSA and any applicable SOW in a timely manner. Client acknowledges that any delay or failure by Client to fulfill its obligations may affect Heurisko’s ability to perform the Available Services and may result in additional costs or delays.

5.6 Payment of Fees. Client shall pay the fees for the Available Services as set forth in the applicable SOW, in accordance with the payment terms specified therein. Client shall be responsible for any taxes, duties, or other charges associated with the provision of the Available Services, except for taxes based on Heurisko’s net income.

6. PROOFING

6.1 Review and Approval of Deliverables. Heurisko shall provide Client with drafts or proofs of any deliverables or work products created as part of the Available Services, as specified in the applicable Statement of Work (“SOW”). Client shall review and approve, or request revisions to, such drafts or proofs within the time frame specified in the SOW or, if no time frame is set, within a reasonable time.

6.2 Client’s Responsibility for Review. Client shall be responsible for carefully reviewing all drafts or proofs provided by Heurisko to ensure their accuracy, completeness, and compliance with the Client’s requirements. Client shall promptly notify Heurisko in writing of any errors, omissions, or discrepancies identified during its review and shall provide Heurisko with any necessary corrections or changes.

6.3 Revisions and Corrections. Heurisko shall make any revisions or corrections requested by the Client in accordance with the terms of the applicable SOW. Any revisions or corrections that are outside the scope of the original SOW or that result from changes to the Client’s requirements may be subject to additional fees, as agreed upon by the Parties in writing.

6.4 Final Approval. Upon receipt of the revised drafts or proofs, the Client shall provide Heurisko with its final approval or further requested revisions. Once the Client has provided its final approval, the deliverables or work products shall be deemed accepted by the Client, and Heurisko shall proceed with the completion and delivery of the final deliverables in accordance with the terms of the SOW.

6.5 Client’s Acceptance of the final deliverables shall constitute Client’s acknowledgment that the deliverables conform to the specifications and requirements set forth in the SOW and that Heurisko has fulfilled its obligations with respect to the provision of the Available Services. Client’s acceptance shall also release Heurisko from any further liability or obligation with respect to the deliverables, except as otherwise provided in this Master Services Agreement (“MSA”) or the applicable SOW.

7. FEES AND PAYMENT

7.1 Fees for Services. The fees for the Available Services provided by Heurisko to the Client shall be as set forth in the applicable Statement of Work (“SOW”). Unless otherwise specified in the SOW, the fees shall be inclusive of all costs and expenses incurred by Heurisko in connection with the provision of the Available Services, including labor, materials, equipment, and travel expenses.

7.2 Invoicing and Payment Terms. Heurisko shall invoice the Client for the fees for the Available Services in accordance with the payment terms specified in the applicable SOW. If no payment terms are specified in the SOW, Heurisko shall invoice the Client on a monthly basis for the Available Services performed during the preceding month. Each invoice shall include a detailed description of the Available Services provided, the dates on which the services were performed, and the applicable fees.

Client shall pay each invoice within thirty (30) days of receipt. All payments shall be made by direct deposit, wire transfer, or other mutually agreed-upon method of payment. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower.

7.3 Taxes. Client shall be responsible for any sales, use, value-added, or other taxes, duties, or governmental charges imposed on the provision of the Available Services, excluding taxes based on Heurisko’s net income. If Heurisko is required to collect and remit any such taxes on behalf of Client, Heurisko shall include such taxes on its invoices, and Client shall pay such taxes to Heurisko along with the fees for the Available Services.

7.4 Additional Services and Expenses. Any additional services or deliverables not specified in the applicable SOW, or any changes or modifications to the scope of work requested by Client, may be subject to additional fees, as agreed upon by the Parties in writing. Any out-of-pocket expenses incurred by Heurisko in connection with the provision of the Available Services that are not included in the fees, such as travel and lodging expenses, shall be reimbursed by the Client upon submission of appropriate documentation and receipts.

8. CONFIDENTIALITY

8.1 Confidential Information. For the purposes of this Master Services Agreement (“MSA”), “Confidential Information” means any non-public information, data, or material, in any form or medium, that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Available Services and that is designated as confidential or proprietary, or that reasonably should be understood to be confidential or proprietary given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to, trade secrets, business plans, marketing strategies, financial information, customer lists, pricing information, and technical data.

8.2 Obligations of Confidentiality. The Receiving Party shall hold the Disclosing Party’s Confidential Information in strict confidence and shall not disclose, disseminate, or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this MSA and any applicable Statement of Work (“SOW”). The Receiving Party shall take all reasonable precautions to prevent unauthorized access to or use of the Confidential Information and shall promptly notify the Disclosing Party of any actual or suspected breach of this section.

8.3 Exceptions. The obligations of confidentiality set forth in this section shall not apply to information that:
(a) Was already known to the Receiving Party at the time of disclosure, without an obligation of confidentiality;
(b) Is or becomes publicly available through no fault of the Receiving Party;
(c) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information;
(d) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or another appropriate remedy.

8.4 Return or Destruction. Upon the termination or expiration of this MSA, or at any time upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy, at the Disclosing Party’s option, all copies of the Disclosing Party’s Confidential Information in its possession or control. The Receiving Party shall certify in writing its compliance with this section upon the Disclosing Party’s request.

8.5 Survival. The obligations of confidentiality set forth in this section shall survive the termination or expiration of this MSA for a period of three (3) years, except with respect to trade secrets, for which the obligations shall continue for as long as such information remains a trade secret under applicable law.

9. DATA PROTECTION

9.1 Compliance with Data Protection Laws. Both Parties shall comply with all applicable data protection and privacy laws and regulations (“Data Protection Laws”) in connection with the collection, use, processing, storage, and transfer of personal data under this Master Services Agreement (“MSA”) and any applicable Statement of Work (“SOW”). For the purposes of this section, “personal data” means any information relating to an identified or identifiable individual, as defined under applicable Data Protection Laws.

9.2 Data Processing. To the extent that Heurisko processes personal data on behalf of Client in the course of providing the Available Services, Heurisko shall:
(a) Process such personal data only in accordance with Client’s documented instructions and for the purposes set forth in this MSA and the applicable SOW;
(b) Implement appropriate technical and organizational measures to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage;
(c) Provide reasonable assistance to Client in complying with its obligations under Data Protection Laws, including responding to data subject rights requests and data breach notifications;
(d) Not transfer the personal data to a third country or international organization without Client’s prior written consent, unless required to do so by law, in which case Heurisko shall inform Client of that legal requirement before processing unless prohibited by law;
(e) Upon Client’s request, make available to Client all information necessary to demonstrate compliance with this section and allow for and contribute to audits, including inspections, conducted by Client or another auditor mandated by Client;
(f) At the choice of Client, delete or return all personal data to Client after the end of the provision of the Available Services, and delete existing copies unless required by law to retain the personal data.

9.3 Data Processing Agreement. If required by applicable Data Protection Laws, the Parties shall enter into a separate data processing agreement that sets forth the specific terms and conditions under which Heurisko will process personal data on behalf of Client. Such data processing agreement shall be incorporated by reference into this MSA and shall form an integral part of this MSA.

9.4 Data Breach Notification. In the event of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data processed by Heurisko on behalf of Client (“Data Breach”), Heurisko shall promptly notify Client of the Data Breach and shall provide reasonable assistance to Client in investigating and mitigating the impact of the Data Breach, as required by applicable Data Protection Laws.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership of Intellectual Property. As between the Parties, Client shall retain all right, title, and interest in and to any intellectual property rights owned by Client prior to the commencement of the Available Services under this Master Services Agreement (“MSA”) and any applicable Statement of Work (“SOW”) (“Client Intellectual Property”). Heurisko shall retain all right, title, and interest in and to any intellectual property rights owned by Heurisko prior to the commencement of the Available Services and any intellectual property rights developed by Heurisko independently of the Available Services (“Heurisko Intellectual Property”).

10.2 License to Client Intellectual Property. Client hereby grants to Heurisko a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and modify the Client Intellectual Property solely for the purpose of performing the Available Services in accordance with this MSA and the applicable SOW. Heurisko shall not use the Client Intellectual Property for any other purpose or disclose the Client Intellectual Property to any third party without the prior written consent of the Client.

10.3 License to Heurisko Intellectual Property. Heurisko hereby grants to Client a non-exclusive, royalty-free, worldwide license to use, reproduce, and display the Heurisko Intellectual Property solely for the purpose of receiving and utilizing the Available Services and deliverables provided by Heurisko under this MSA and the applicable SOW. Client shall not use the Heurisko Intellectual Property for any other purpose or disclose the Heurisko Intellectual Property to any third party without the prior written consent of Heurisko.

10.4 Ownership of Deliverables. Subject to the terms and conditions of this MSA and the applicable SOW, and upon full payment of all fees due to Heurisko for the Available Services, Heurisko hereby assigns to Client all right, title, and interest in and to the deliverables and work products created by Heurisko specifically for Client as part of the Available Services (“Deliverables”), including any intellectual property rights therein. Heurisko shall execute any additional documents reasonably requested by Client to evidence or perfect Client’s ownership of the Deliverables.

10.5 Pre-Existing Materials. Notwithstanding the foregoing, Heurisko shall retain all right, title, and interest in and to any pre-existing materials, templates, methodologies, tools, software, or other intellectual property used or incorporated into the Deliverables (“Pre-Existing Materials”). Heurisko hereby grants to Client a non-exclusive, royalty-free, worldwide license to use, reproduce, and display the Pre-Existing Materials solely in connection with the Deliverables provided to Client under this MSA and the applicable SOW.

11. INDEMNITY

11.1 Indemnification by Heurisko. Heurisko shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and affiliates (collectively, the “Client Indemnified Parties”) from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to:
(a) Any breach by Heurisko of its representations, warranties, or obligations under this Master Services Agreement (“MSA”) or any applicable Statement of Work (“SOW”);
(b) Any negligence or willful misconduct by Heurisko or its personnel in the performance of the Available Services;
(c) Any infringement or misappropriation by Heurisko of any third party’s intellectual property rights in connection with the Available Services or Deliverables;
(d) Any violation by Heurisko of applicable laws or regulations.

11.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Heurisko and its officers, directors, employees, agents, and affiliates (collectively, the “Heurisko Indemnified Parties”) from and against any and all Claims arising out of or relating to:
(a) Any breach by Client of its representations, warranties, or obligations under this MSA or any applicable SOW;
(b) Any negligence or willful misconduct by Client or its personnel in connection with the use of the Available Services or Deliverables;
(c) Any infringement or misappropriation by Client of any third party’s intellectual property rights in connection with Client’s use of the Available Services or Deliverables;
(d) Any violation by the Client of applicable laws or regulations.

11.3 Indemnification Procedure. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim for which indemnification is sought and shall cooperate with the indemnifying Party, at the indemnifying Party’s expense, in the defense or settlement of such Claim. The indemnifying Party shall have sole control over the defense and settlement of the Claim, provided that the indemnified Party may participate in the defense at its own expense and with its own counsel. The indemnifying Party shall not settle any Claim without the indemnified Party’s prior written consent if such settlement would impose any liability or obligation on the indemnified Party.

12. LIMITATIONS OF LIABILITY

12.1 Limitation of Liability. Except for liability arising from a Party’s indemnification obligations, breach of confidentiality, or infringement or misappropriation of intellectual property rights, neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, lost revenues, loss of business opportunity, or loss of data, arising out of or relating to this Master Services Agreement (“MSA”) or any applicable Statement of Work (“SOW”), whether based on contract, tort (including negligence), strict liability, or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.

12.2 Maximum Liability. Except for liability arising from a Party’s indemnification obligations, breach of confidentiality, or infringement or misappropriation of intellectual property rights, the maximum aggregate liability of either Party to the other Party for any and all claims, damages, or losses arising out of or relating to this MSA or any applicable SOW, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of fees paid or payable by Client to Heurisko for the Available Services under the applicable SOW during the twelve (12) month period immediately preceding the event giving rise to the claim.

12.3 Basis of the Bargain. The Parties acknowledge and agree that the limitations of liability set forth in this Section 12 are a fundamental basis of the bargain between the Parties and are a reasonable allocation of risk. The fees payable to Heurisko for the Available Services reflect this allocation of risk and the limitations of liability specified herein.

12.4 Exceptions. Nothing in this MSA shall limit or exclude either Party’s liability for:
(a) Death or personal injury caused by its negligence;
(b) Fraud or fraudulent misrepresentation;
(c) Any other liability that cannot be limited or excluded by applicable law.

13. TERMINATION

13.1 Termination for Convenience. Either Party may terminate this Master Services Agreement (“MSA”) or any applicable Statement of Work (“SOW”) for convenience upon thirty (30) days prior written notice to the other Party. In the event of such termination, Client shall pay Heurisko for all Available Services performed and expenses incurred up to the effective date of termination, and Heurisko shall deliver to Client any completed or partially completed deliverables for which payment has been made.

13.2 Termination for Cause. Either Party may terminate this MSA or any applicable SOW for cause if the other Party materially breaches any of its obligations under this MSA or the applicable SOW and fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non-breaching Party. In the event of such termination, Client shall pay Heurisko for all Available Services performed and expenses incurred up to the effective date of termination, and Heurisko shall deliver to Client any completed or partially completed deliverables for which payment has been made.

13.3 Termination for Insolvency. Either Party may terminate this MSA or any applicable SOW immediately upon written notice to the other Party if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy or reorganization, is adjudicated bankrupt or has a receiver or trustee appointed for its assets.

13.4 Effect of Termination. Upon termination or expiration of this MSA or any applicable SOW for any reason, all rights and obligations of the Parties under this MSA or the applicable SOW shall cease, except that any rights or obligations that by their nature are intended to survive termination or expiration shall continue in full force and effect. Termination or expiration of this MSA shall not affect the validity or enforceability of any SOW that remains in effect unless otherwise expressly provided in the relevant SOW or in this MSA.

13.5 Return or Destruction of Confidential Information. Upon termination or expiration of this MSA or any applicable SOW, each Party shall promptly return or destroy, at the option of the Disclosing Party, all Confidential Information of the Disclosing Party in its possession or control, and shall certify in writing its compliance with this section upon the Disclosing Party’s request.

14. NOTICES

14.1 Notice Requirements. Any notice, request, demand, or other communication required or permitted under this Master Services Agreement (“MSA”) or any applicable Statement of Work (“SOW”) shall be in writing and shall be deemed to have been duly given and received when:
(a) Delivered personally to the recipient’s address as specified below;
(b) Sent by a nationally recognized overnight courier service (with confirmation of receipt) to the recipient’s address as specified below;
(c) Sent by registered or certified mail, return receipt requested, postage prepaid, to the recipient’s address as specified below;
(d) Sent by email (with confirmation of receipt) to the recipient’s email address as specified below.

14.2 Addresses for Notices. Notices to Heurisko shall be addressed to: Subject—Attention: Legal Department. Email: hello@heurisko.digital.

Either Party may change its address or email address for notices by giving written notice to the other Party in accordance with this Section 14.

14.3 Effectiveness of Notices. Notices shall be effective upon receipt, provided that if a notice is received after 5:00 p.m. local time at the recipient’s location, or on a day that is not a Business Day, the notice shall be deemed received on the next Business Day.

15. DISPUTE RESOLUTION

15.1 Good Faith Negotiations. In the event of any dispute, claim, or controversy arising out of or relating to this Master Services Agreement (“MSA”) or any applicable Statement of Work (“SOW”), or the breach, termination, enforcement, interpretation, or validity thereof (collectively, a “Dispute”), the Parties shall first attempt in good faith to resolve the Dispute through informal discussions and negotiations. Either Party may initiate such discussions by providing written notice to the other Party, and the Parties shall use their best efforts to resolve the Dispute amicably within thirty (30) days of receipt of such notice.

15.2 Mediation. If the Parties are unable to resolve the Dispute through informal discussions and negotiations within the thirty (30) day period, the Parties agree to submit the Dispute to mediation administered by a mutually agreed-upon mediator or mediation service. The mediation shall be conducted in accordance with the rules and procedures of the selected mediator or mediation service, and the Parties shall share equally the costs of the mediation. The mediation shall be held in a mutually agreed-upon location.

15.3 Binding Arbitration. If the Dispute is not resolved through mediation within sixty (60) days of the commencement of the mediation, either Party may submit the Dispute to binding arbitration administered by a mutually agreed-upon arbitration service. The arbitration shall be conducted in accordance with the rules and procedures of the selected arbitration service, and the decision of the arbitrator(s) shall be final and binding on the Parties. The arbitration shall be held in a mutually agreed-upon location. The prevailing Party in the arbitration shall be entitled to recover its reasonable attorneys’ fees and costs from the other Party.

15.4 Exceptions. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain any actual or threatened breach of confidentiality, infringement or misappropriation of intellectual property rights, or other violation of the Party’s rights or interests.

15.5 Waiver of Jury Trial. The Parties hereby waive their right to a trial by jury in connection with any Dispute arising out of or relating to this MSA or any applicable SOW.

16. ENTIRE AGREEMENT

16.1 Entire Agreement. This Master Services Agreement (“MSA”), together with any applicable Statement of Work (“SOW”) and any other documents expressly incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to the same subject matter.

16.2 Amendments. No amendment, modification, or waiver of any provision of this MSA or any applicable SOW shall be effective unless it is in writing and signed by both Parties. Any such amendment, modification, or waiver shall apply only to the specific instance and for the specific purpose for which it is given.

16.3 Conflicts. In the event of any conflict or inconsistency between the terms of this MSA and the terms of any applicable SOW, the terms of the SOW shall prevail to the extent of the conflict or inconsistency, but only with respect to the Available Services provided under that particular SOW.

16.4 No Reliance. Each Party acknowledges that, in entering into this MSA and any applicable SOW, it has not relied on any representation, warranty, or statement made by the other Party or any third party, except as expressly set forth in this MSA and the applicable SOW.

17. GENERAL

17.1 Governing Law. This Master Services Agreement (“MSA”) and any applicable Statement of Work (“SOW”) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

17.2 Assignment. Neither Party may assign, delegate, or transfer its rights or obligations under this MSA or any applicable SOW, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this MSA and any applicable SOW to an affiliate or to a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business to which this MSA and the applicable SOW relate. Any attempted assignment, delegation, or transfer in violation of this section shall be null and void.

17.3 No Third-Party Beneficiaries. This MSA and any applicable SOW are for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein shall be construed to create any rights or remedies in favor of any third party.

17.4 Waiver. No waiver of any provision of this MSA or any applicable SOW shall be effective unless it is in writing and signed by the Party granting the waiver. No waiver of any provision shall be deemed or construed as a waiver of any other provision or a waiver of any subsequent breach of the same provision.

17.5 Severability. If any provision of this MSA or any applicable SOW is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

17.6 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this MSA or any applicable SOW due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil disturbance, government action, labor disputes, or disruptions in telecommunications or transportation networks (“Force Majeure Event”). The affected Party shall promptly notify the other Party of the Force Majeure Event and shall use its best efforts to resume performance as soon as practicable.

17.7 Counterparts. This MSA and any applicable SOW may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.