Master Service Agreement

Definitions

(a) “Addendum” means a product-specific schedule set out below or signed by the Parties that describes the scope, pricing, and terms of a particular program or engagement, incorporated into and governed by this Agreement.

(b) “AI Tools” means third-party artificial intelligence platforms, large language models, and related technologies used in connection with the Services. AI Tools are independent products operated by third-party providers; Company is not a reseller, licensor, or operator of any AI Tool.

(c) “Client Materials” means all content, data, organizational information, donor and constituent records, voice documents, and other materials Client provides to Company or inputs into any AI Tool in connection with the Services.

(d) “Client Outputs” means the Mission Brain content, configured AI Teammates, campaign materials, and other work product Client creates using the Company Methodology during the Services.

(e) “Cohort” means a fixed-start, fixed-end group program offered under an Addendum, including its live sessions, office hours, cohort hub, and resources.

(f) “Company Methodology” means all workflows, training materials, program and course content, methodologies, intellectual property, and related resources developed by or proprietary to Company, including all AI Teammate templates, AI System guides, resource libraries, cohort content, and coaching materials, as updated, expanded, renamed, or reorganized from time to time.

(g) “Order” means the checkout page, order confirmation, enrollment confirmation, or signed proposal for a purchase, which states the program, price, payment option, dates, and number of seats.

(h) “Services” means the programs, services, deliverables, instructions, and access described in each Addendum and Order under this Agreement.

Services

(a) Scope. Company will provide the Services described in each Addendum and Order. Each Addendum is a separate engagement governed by its own terms and by this Agreement.

(b) Hierarchy. This Agreement controls all Addenda unless an Addendum expressly modifies a specific provision, in which case the Addendum controls for that engagement to the extent of the direct conflict. Where an Addendum and an Order conflict on price, dates, or number of seats, the Order controls. A later Addendum supersedes an earlier one only to the extent of a direct conflict.

(c) Changes. No change to the scope of Services is effective unless agreed in writing by both Parties. Additional Services may be added by a new purchase, a new Addendum, or a written amendment agreed by both Parties.

(d) Evolving Products. Company’s products, program structures, and materials may change as the business evolves, in Company’s sole discretion. References in any Addendum to specific product names, session formats, or deliverables describe the offering as of the Effective Date.

(e) Nature of Services. Company provides consulting, coaching, education, and implementation guidance. Company does not provide professional fundraising, legal, financial, tax, or regulatory advice, and does not review, approve, or take responsibility for Client’s use of any output. Client is responsible for its own decisions and results.

Payment Terms

(a) When Fees Are Due. For purchases made at checkout, fees are due at the time of purchase, and installment payments are charged automatically on the schedule shown in the Order. For Services that Company invoices, payment is due within thirty (30) days from the date of the invoice. If Client disputes all or a portion of an invoice, Client must (i) give Company notice of the dispute within thirty (30) days of receipt of the relevant invoice and (ii) pay the amount not in dispute when due. Any invoiced payment not received within sixty (60) days of the invoice date will accrue interest at a rate of one percent (1%) per month, or the highest rate allowed by applicable law, whichever is lower. All payments are in U.S. dollars. Fees not paid when due may result in suspension of access until the balance is cured.

(b) Payment Options. Where an Addendum offers installment options, each installment plan is a payment schedule for the full program fee, not a subscription and not a per-period product. Client owes the full program fee for the enrolled program, subject only to the refund and cancellation terms of the applicable Addendum.

(c) Refunds. Refunds are governed by the refund and cancellation terms of the applicable Addendum and by Company’s posted Fulfillment Policy. Except as those terms provide or as required by applicable law, fees are non-refundable.

(d) Chargebacks. Before disputing a charge, Client will contact Company at [email protected] to resolve the issue through the good-faith process in Section 13. A chargeback filed without first attempting resolution may result in suspension of access.

(e) Taxes. Except where expressly stated otherwise, all amounts in Company’s prices and invoices are exclusive of taxes, duties, and any other charges (collectively, “Taxes”). Client will pay any applicable Taxes imposed by any government authority for Client’s use or receipt of the Services. If Client is exempt from sales or other taxes, Client must provide a valid, timely, and executed exemption certificate or other government-approved documentation. If Client is required by law to deduct or withhold Taxes, Company may increase the amount Client pays so that Company still receives the amount originally charged. Upon Company’s request, Client will promptly provide tax receipts or other documentation reasonably acceptable to Company confirming Client has paid or withheld Taxes.

Intellectual Property

(a) Company Ownership. As between the Parties, ownership of all Company intellectual property and the Company Methodology remains with Company or its licensors. Client is not obtaining ownership of any intellectual property rights embodied in any Services or Company Methodology provided through this Agreement or any Addendum. Company retains all right, title, and interest in and to Company’s Confidential Information and the Company Methodology, including any enhancements, updates, upgrades, modifications, improvements, and derivatives, and all associated intellectual property rights. Client will not use any Confidential Information disclosed by Company to contest the validity, enforceability, or ownership of any intellectual property or Company Methodology of Company or its licensors. Except as expressly provided in this Agreement, nothing herein grants either Party any implied rights or licenses in or to any intellectual property rights of the other Party.

(b) Client Ownership of Outputs. Client owns the Client Outputs it creates using the Company Methodology, including its Mission Brain content, its configured AI Teammates, campaign materials, donor communications, grant narratives, and organizational documents. Company makes no claim to Client Outputs. Ownership of Client Outputs does not convey any ownership of the underlying Company Methodology, templates, prompts, or AI System guides.

(c) Client Ownership of Client Materials. Client exclusively owns all right, title, and interest in Client Materials. Nothing in this Agreement transfers ownership of Client Materials to Company.

(d) License to Client. Subject to Client’s compliance with this Agreement and payment of all fees, Company grants Client a limited, non-exclusive, non-transferable license to use Company-provided materials solely for Client’s own internal, non-commercial purposes. This license is specific to the engagement described in the applicable Addendum and survives termination only as that Addendum specifies.

(e) License to Company. Client grants Company a limited, non-exclusive license to use Client Materials solely to provide the Services.

(f) Restrictions. Client shall not (i) reproduce, distribute, sell, sublicense, or publicly display the Company Methodology or Company materials; (ii) use the Company Methodology, Company systems, or Company prompts to build, train, or operate competing programs, courses, or AI products or services offered to third parties; or (iii) share, resell, or transfer seats, logins, resource-library access, or certification credentials without Company’s written consent.

(g) Publicity. Client grants Company a worldwide, nonexclusive license to use and display Client’s name, trademarks, service marks, and logos on Company’s websites and in other marketing materials distributed by Company (which may include emails and other web and print materials) and, with Client’s prior written approval (email is sufficient), in press releases and case studies. Client may end this permission at any time by giving notice to Company.

Confidentiality

(a) Expectation of Confidentiality. During performance of this Agreement, either Party may disclose information (the “Disclosing Party”) or receive information (the “Receiving Party”). The Receiving Party understands that the Disclosing Party depends on keeping its trade secrets, customer and donor lists, proprietary techniques, information regarding its employees, donors, and customers, and other confidential information private, and that the Receiving Party may learn such information in the course of this Agreement. The Receiving Party shall protect all of the Disclosing Party’s Confidential Information at all times, both during and after the term, and shall not disclose it to any Person or use it except in performing its duties or exercising its rights under this Agreement. Confidential Information shall only be disclosed to persons who have a need to know and are bound by confidentiality obligations equivalent to those in this Agreement.

(b) Confidential Information. “Confidential Information” means: (i) information regarding a Party’s financial condition, financial or operating results, donor information and donor lists, information systems, business operations, plans or strategies, program information, pricing, promotional and development plans, methods, and techniques; (ii) information that is marked confidential, proprietary, or in like words, or that is identified in writing as confidential prior to or promptly after disclosure; (iii) related research; (iv) designs, ideas, concepts, and technology embodied therein; (v) the provisions of any signed proposal or negotiated Addendum; and (vi) all other non-public information and data provided or obtained about Client, including personal information about Client’s donors, constituents, and staff.

(c) Exclusions. “Publicly Available Information” means any information that a Party has a reasonable basis to believe is lawfully made available to the general public from (i) federal, state, or local government records; (ii) widely distributed media; or (iii) disclosures to the general public required by federal, state, or local law. “Person” means any individual, corporation, limited liability company, partnership, bank, joint venture, association, joint-stock company, trust, unincorporated organization, or other entity. Information is not Confidential Information if it: (i) is or becomes Publicly Available Information other than through a breach of this Agreement; (ii) was available to or known by the recipient on a non-confidential basis before disclosure; (iii) is developed by the recipient independently of any information acquired from the other Party; (iv) becomes available to the recipient on a non-confidential basis from a third party that the recipient has no reason to believe is bound by a confidentiality obligation to the Disclosing Party; or (v) is disclosed under a court order or the requirement of a governmental authority, provided that the recipient promptly notifies the Disclosing Party and cooperates, at the Disclosing Party’s expense, in any effort to obtain a protective order limiting disclosure.

(d) Standard of Care. The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence and safeguard it in at least the same manner as a prudent businessperson would safeguard its own proprietary information and trade secrets.

(e) No Unauthorized Use. The Receiving Party will not, and will not permit its affiliates or any of its or their officers, directors, employees, or agents to, directly or indirectly report, publish, distribute, copy, disclose, use, or otherwise disseminate the Confidential Information to any third party or for the benefit of itself or any third party, except as expressly authorized in writing by the Disclosing Party. Disclosure will be limited to those who must examine the Confidential Information in order to perform this Agreement.

(f) Return or Destruction. Upon termination or expiration of this Agreement, or at any time upon the Disclosing Party’s request, the Receiving Party shall stop using the Disclosing Party’s Confidential Information and promptly return or securely destroy all materials that disclose or embody it, except as the Receiving Party must retain under applicable law, regulation, or legal process, or as contained in electronic backup, archival, or disaster-recovery systems that are not reasonably accessible in the ordinary course of business. Destruction shall render the information unreadable and unusable, and upon request the Receiving Party will confirm in writing that it has been completed.

(g) Reporting. Each Party shall promptly report to the other Party any loss of, unauthorized access to, or disclosure in violation of this Agreement of personal information provided by the other Party.

(h) Remedies. The Parties acknowledge that monetary damages alone will not be an adequate remedy for a breach of this Section 5. If a Party breaches or threatens to breach this Section in a manner that jeopardizes the other Party’s Confidential Information, the injured Party shall be entitled to specific performance, injunctive relief, or other similar remedy, in addition to any other available rights and remedies. The breaching Party shall not argue, as a defense to any such proceeding, that the injured Party has an adequate remedy at law or challenge the irreparable nature of the harm.

(i) Duration. Confidentiality obligations survive termination for three (3) years.

Non-Solicitation

During the term of this Agreement and any active Addendum and for twelve (12) months after its expiration or termination, neither Party will directly and actively solicit the other Party’s then-current employees, contractors, or (for Company) board members away from the other Party. This does not restrict general public job postings or normal networking.

Non-Disparagement

Each Party agrees not to make false or disparaging statements about the other Party during the term and for twelve (12) months after termination. This Section does not limit truthful statements required by law or good-faith reviews of the Services.

Disclaimers

(a) No Fundraising Guarantee. Company makes no representations or warranties regarding specific fundraising results, revenue, or outcomes from the Services or AI Tools. Results depend on many factors outside Company’s control, including Client’s effort, execution, and circumstances. Any guarantee Company offers covers Company’s delivery of the program, as described in the applicable Addendum, and never Client’s fundraising results.

(b) AI Tools Are Third-Party Platforms. The Services involve AI Tools operated by independent third-party providers. Company is not a reseller, licensor, or operator of any AI Tool, has no control over, and assumes no liability for, third-party availability, performance, accuracy, pricing, or terms of service. Third-party platform unavailability or change does not excuse Client’s payment obligations and is not a breach by Company.

(c) AI Output Disclaimer. AI-generated output is probabilistic and is not guaranteed to be accurate, complete, current, or fit for any purpose. Client must apply independent human judgment and review before using any AI-generated content, including donor communications, grant narratives, and fundraising materials. Company does not review or approve Client’s use of AI-generated content.

(d) ACCEPTABLE USE. CLIENT WILL NOT USE THE COMPANY METHODOLOGY, COMPANY SYSTEMS OR PROMPTS, AI TOOLS, OR ANY AI-GENERATED OUTPUT FOR ANY UNLAWFUL PURPOSE, IN VIOLATION OF ANY THIRD-PARTY PLATFORM’S TERMS, OR TO BUILD OR TRAIN COMPETING AI PRODUCTS OR SERVICES.

(e) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY PROVIDES ALL SERVICES “AS IS” AND “AS AVAILABLE” AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CLIENT ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR CLIENT’S PROCESSES, SYSTEMS, PRODUCTS, AND USE OF THE SERVICES AND AI TOOLS, INCLUDING DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION OBTAINED USING THE SERVICES AND COMPANY METHODOLOGY.

Recording and Privacy

(a) Consent to Recording. Company records live sessions, including kickoff sessions, build sessions, and office hours, for quality assurance, participant access, internal training, and marketing. By purchasing or enrolling, Client consents to being recorded in group sessions.

(b) Company Recording Rights. Company reserves the right to record and to use excerpts of group sessions in accordance with Section 4(g) and its posted Privacy Policy.

(c) Data Privacy. Each Party will handle personal data shared in connection with the Services in accordance with applicable law and Company’s posted Privacy Policy.

Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING DAMAGES OR COSTS FOR LOST PROFITS, LOST REVENUE, LOST DONATIONS, LOST DATA, LOSS OF GOODWILL, COST OF COVER, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

(b) LIABILITY CAP. COMPANY’S TOTAL CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE ADDENDUM.

Indemnification

(a) By Client. Client will defend, indemnify, and hold harmless Company and its officers, employees, and agents from claims arising out of Client Materials, Client’s use of any output, Client’s breach of this Agreement, or Client’s violation of law or any third-party platform’s terms.

(b) By Company. Company will defend, indemnify, and hold harmless Client from third-party claims that the Company Methodology, as provided by Company, infringes that third party’s intellectual property, except to the extent arising from Client Materials or Client’s modifications or misuse. This indemnity is conditioned on Client giving Company (i) prompt written notice, (ii) sole control of and authority over the defense and settlement of the claim, and (iii) all requested information and reasonable assistance. Notwithstanding anything to the contrary in this Agreement, Company will have no defense or indemnification obligations or liability to Client if: (i) a claim does not state with specificity that the Company Methodology is the basis of the claim; (ii) a claim is based upon or arises out of third-party software, AI Tools, or AI output; or (iii) a claim is based upon or arises out of (A) compliance with Client instructions, specifications, or designs, (B) the combination, operation, or use of the Company Methodology, or any part of it, with any equipment, technology, software, processes, or materials not provided by Company, if the Company Methodology would not infringe without such combination, or (C) Client’s breach of this Agreement, any Addendum, or applicable law.

(c) THIS SECTION 11 STATES CLIENT’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

Term and Termination

(a) Term. This Agreement begins on the Effective Date and remains in effect until all active Addenda have expired or been terminated.

(b) Termination for Cause. Either Party may terminate this Agreement or any Addendum on written notice if the other Party materially breaches and fails to cure within fifteen (15) days after written notice.

(c) Effect of Termination. On termination: (i) all outstanding fees become immediately due, subject to the refund terms of the applicable Addendum; (ii) Client’s license to Company-provided materials ends except as an Addendum specifies; and (iii) Client keeps the Client Outputs and Client Materials it owns under Section 4.

General Provisions

(a) Governing Law and Venue. This Agreement is governed by Ohio law without regard to conflict-of-law rules. Sole and exclusive venue lies in the state or federal courts serving Ashland County, Ohio.

(b) Dispute Resolution. The Parties will attempt to resolve any dispute through good-faith negotiation for thirty (30) days after written notice before pursuing other remedies.

(c) Assignment. Client may not assign this Agreement, in whole or in part, whether by contract or operation of law, without Company’s written consent. Company may assign this Agreement, in whole or in part, without Client’s consent. This Agreement binds and benefits each Party’s permitted successors and assigns.

(d) Severability. If any provision of this Agreement is found by a competent judicial authority to be unenforceable, the provision will be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement continues in full force and effect.

(e) Force Majeure. Neither Party will be in default or liable for any delay or failure to comply with this Agreement due to a natural disaster, pandemic, war or act of terrorism, act of government, or other circumstance beyond the reasonable control of the affected Party (a “Force Majeure Event”) for the duration of the Force Majeure Event, provided that the affected Party promptly notifies the other Party. A Force Majeure Event does not permit Client to delay or fail to comply with payment obligations unless it results in the inability of the banking system to process payments.

(f) Amendments. No amendment is effective unless in writing and agreed by both Parties. Company may update this Agreement for future purchases by posting a revised version with a new effective date; the version in effect on a purchase’s Effective Date governs that purchase.

(g) Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right, and the waiver of any right, breach, or default will not constitute a waiver of any other right or any subsequent breach or default.

(h) Independent Status of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Each Party is solely responsible for all compensation owed to its employees and all employment-related taxes.

(i) Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.

(j) Interpretation. Section headings are for convenience only and do not form part of this Agreement. The singular includes the plural and vice versa. “Including” means “including without limitation.”

(k) Survival. Sections 4, 5, 6, 7, 8, 10, 11, and 13 survive the expiration or termination of this Agreement.

(l) Entire Agreement. This Agreement, its Addenda, and the applicable Order are the entire agreement between the Parties on this subject and supersede prior agreements on it.

(m) Notices. Notices must be in writing. Company’s notice address is Integrated Fundraising, LLC, 17 East Main St., Ashland, OH 44805, with a copy by email to [email protected]. Client’s notice address is the address and email provided in the Order or any signed Addendum.