PARTIES AND RECITALS
This Master Service Agreement (the “Agreement” or “MSA”) is entered into by and between:
FactWagon Enterprise Solutions, a Delaware corporation with principal offices located at 10 South First Street, San Jose, California 95113, United States of America (hereinafter referred to as “FactWagon,” “Company,” “Service Provider,” “we,” “us,” or “our”),
AND
Any corporate entity, institutional client, financial institution, or business organization (hereinafter referred to as “Client,” “Enterprise User,” “Institutional Client,” “you,” or “your”) that accesses or utilizes the enterprise.factwagon.com platform (the “Platform”) or engages FactWagon’s enterprise services.
WHEREAS, FactWagon operates an institutional-grade platform providing fintech infrastructure, commercial lending technology, supply chain finance solutions, ESG compliance services, and enterprise data analytics (collectively, the “Services”);
WHEREAS, Client desires to engage FactWagon for provision of Services as specified in executed Order Documents, Service Schedules, or Statements of Work;
NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:
ARTICLE I: DEFINITIONS
“Authorized Users” means Client’s employees, contractors, and representatives granted access credentials to utilize Services under Client’s institutional account.
“Client Data” means all data, information, files, documents, and materials uploaded, transmitted, stored, or processed by Client through the Services, excluding FactWagon proprietary materials.
“Confidential Information” means all non-public information disclosed by either party, including trade secrets, business plans, financial information, customer data, technical specifications, algorithms, pricing structures, and proprietary methodologies.
“Order Document” means any Statement of Work (SOW), Service Order Form, Proposal, or Service Schedule executed by both parties specifying Services, pricing, service levels, and commercial terms.
“Personal Data” means information relating to identified or identifiable natural persons as defined under GDPR, CCPA, and applicable data protection laws.
“SLA” or “Service Level Agreement” means performance commitments, uptime guarantees, support response times, and service credits specified in applicable Order Documents.
“Term” means the duration of this Agreement as specified in Article III.
ARTICLE II: SCOPE OF SERVICES
2.1 Service Categories
Services may include:
Fintech Infrastructure Solutions: API-based lending platforms, credit decisioning engines, payment processing integration, banking-as-a-service (BaaS) connectivity, and financial data aggregation.
Commercial Lending Technology: Loan origination systems (LOS), underwriting workflow automation, document management, credit bureau integration, compliance monitoring, and portfolio management platforms.
Supply Chain Finance Platforms: Invoice factoring systems, accounts receivable financing, purchase order financing, dynamic discounting, and supplier payment automation.
ESG Compliance Services: Carbon accounting software, ESG data collection frameworks, sustainability reporting tools (GRI, SASB, TCFD), diversity analytics, and regulatory disclosure preparation.
Enterprise Data Analytics: Business intelligence dashboards, predictive modeling, risk analytics, financial forecasting, and industry benchmarking.
Professional Services: Strategic consulting, system implementation, custom development, data migration, training, and ongoing technical support.
2.2 Service Modifications
FactWagon may modify Platform features with thirty (30) days’ notice, provided modifications do not materially diminish core functionality specified in active Order Documents. Emergency maintenance may be performed with reasonable notice to protect Services integrity, security, or availability.
ARTICLE III: TERM AND TERMINATION
3.1 Initial Term and Renewal
This Agreement commences on the Effective Date and continues for twelve (12) months (the “Initial Term”), automatically renewing for successive twelve (12) month periods unless either party provides sixty (60) days’ written notice of non-renewal.
3.2 Termination Rights
For Convenience: Either party may terminate upon ninety (90) days’ written notice, subject to Client’s obligation to pay all fees through termination date.
For Cause: Either party may terminate immediately if the other party: (a) materially breaches and fails to cure within thirty (30) days; (b) becomes insolvent or files bankruptcy; or (c) engages in fraud, gross negligence, or willful misconduct.
Regulatory Non-Compliance: FactWagon may suspend or terminate Services if continued provision would violate laws, regulations, or if Client’s use violates financial services regulations or sanctions laws.
3.3 Effect of Termination
Upon termination: Client shall cease Platform use, return Confidential Information, and pay outstanding fees. FactWagon shall provide thirty (30) days for Client Data retrieval in commercially reasonable formats, after which all Client Data will be deleted within sixty (60) days from production systems and 180 days from backup systems.
ARTICLE IV: CLIENT OBLIGATIONS
4.1 Acceptable Use
Client shall use Services solely for legitimate business purposes and ensure Authorized Users: (a) comply with all applicable laws including AML, KYC, sanctions, and export controls; (b) maintain credential confidentiality; (c) not share accounts with unauthorized parties; (d) not access Services through unauthorized automated means except via documented APIs.
4.2 Prohibited Activities
Client shall NOT: (a) upload malicious code, viruses, or malware; (b) attempt unauthorized access to systems or other clients’ accounts; (c) reverse engineer, decompile, or disassemble the Platform; (d) remove proprietary notices or intellectual property markings; (e) interfere with Platform performance; (f) use Services for competitive analysis without authorization; (g) sublicense or resell Services.
4.3 Data Quality and Compliance
Client is solely responsible for: (a) accuracy, quality, and legality of Client Data; (b) obtaining necessary consents for Personal Data processing; (c) compliance with data protection laws applicable to Client Data; (d) possessing necessary licenses and regulatory approvals for business operations.
ARTICLE V: FEES AND PAYMENT
5.1 Fee Structure
Fees may include: (a) Subscription Fees (recurring monthly/annual Platform access); (b) Professional Services Fees (fixed-fee, time-and-materials, or retainer-based); (c) Usage-Based Fees (transaction volume, API calls, storage); (d) One-Time Fees (setup, implementation, migration); (e) Support and Maintenance Fees.
5.2 Payment Terms
Subscription fees are billed in advance; professional services fees are billed monthly or upon milestones. Invoices are due within thirty (30) days. Late payments accrue interest at 1.5% per month (or maximum legal rate). Failure to pay within fifteen (15) days after due date may result in Service suspension upon ten (10) days’ notice.
5.3 Taxes
All Fees are exclusive of taxes. Client is responsible for all applicable taxes except those based on FactWagon’s net income. FactWagon may increase Fees upon renewal by up to 5% annually or the CPI-U percentage increase, whichever is greater, with sixty (60) days’ notice.
ARTICLE VI: SERVICE LEVEL AGREEMENT
FactWagon commits to 99.95% monthly Platform availability, excluding scheduled maintenance, Force Majeure events, Client-caused downtime, and third-party service failures. Support tiers include:
Standard Support: Business hours (Monday-Friday, 8 AM-6 PM Pacific), email/ticketing support
Premium Support: Extended hours (Monday-Friday, 6 AM-10 PM Pacific), phone/email, dedicated account manager
Enterprise Support: 24/7/365 coverage, priority escalation, named technical account manager, quarterly business reviews
Incident Response Times:
- Critical (P1): 1 hour initial response
- High (P2): 4 hours initial response
- Medium (P3): 8 business hours
- Low (P4): 24 business hours
For SLA failures, Client may receive service credits up to 25% of monthly fees, applied as future invoice credits upon timely request within thirty (30) days.
ARTICLE VII: INTELLECTUAL PROPERTY RIGHTS
7.1 FactWagon Ownership
FactWagon retains all rights to the Platform, including software, documentation, trademarks, methodologies, and Intellectual Property Rights. No rights are granted except as expressly provided. FactWagon grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for internal business purposes during the Term.
7.2 Client Data Ownership
Client retains all rights to Client Data. Client grants FactWagon a limited license to use Client Data solely to provide Services and create aggregated, anonymized data that cannot be re-identified to Client.
7.3 Custom Deliverables
For custom Deliverables identified in Order Documents, FactWagon assigns ownership to Client upon full payment. FactWagon retains ownership of pre-existing materials, standard templates, and methodologies.
ARTICLE VIII: CONFIDENTIALITY
Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose to third parties except as permitted; (c) use only for Agreement purposes; (d) protect with reasonable care; (e) limit access to personnel with legitimate need-to-know bound by confidentiality obligations.
Exceptions: Confidential Information excludes information that: (a) is publicly available; (b) was previously known; (c) is independently developed; (d) is received from third parties without restrictions; or (e) must be disclosed by law (with prompt notice to Disclosing Party).
Confidentiality obligations survive termination for five (5) years, except trade secrets which continue indefinitely.
ARTICLE IX: DATA PROTECTION AND PRIVACY
FactWagon processes Personal Data only as necessary to provide Services and in accordance with Client instructions. FactWagon implements administrative, physical, and technical safeguards including AES-256 encryption, multi-factor authentication, intrusion detection, and SOC 2 Type II certified controls. FactWagon shall notify Client within seventy-two (72) hours of confirmed Data Breaches.
For GDPR-subject Clients, parties will execute a Data Processing Addendum with Standard Contractual Clauses. For CCPA-subject Clients, FactWagon certifies it will not sell Personal Information and will comply with all CCPA requirements as a Service Provider.
ARTICLE X: REPRESENTATIONS AND WARRANTIES
10.1 Mutual Warranties
Each party warrants: (a) due organization and good standing; (b) authority to enter this Agreement; (c) no violation of laws or contractual obligations; (d) obtained necessary consents and approvals.
10.2 FactWagon Warranties
FactWagon warrants: (a) Services performed professionally consistent with industry standards; (b) Services materially conform to specifications; (c) Platform does not infringe third-party Intellectual Property Rights; (d) no intentional malicious code.
10.3 Warranty Disclaimers
EXCEPT AS EXPRESSLY PROVIDED, FACTWAGON MAKES NO WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FACTWAGON DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE SERVICES.
ARTICLE XI: LIMITATIONS OF LIABILITY
11.1 Exclusion of Consequential Damages
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR GOODWILL.
11.2 Liability Cap
FACTWAGON’S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $1,000 IF NO FEES PAID.
11.3 Exceptions
Limitations do not apply to: (a) payment obligations; (b) indemnification; (c) confidentiality breaches; (d) gross negligence or willful misconduct; (e) IP infringement; (f) fraud; or (g) bodily injury or death.
11.4 Financial Services Disclaimer
FACTWAGON IS NOT A REGISTERED INVESTMENT ADVISOR OR BROKER-DEALER. SERVICES DO NOT CONSTITUTE FINANCIAL, INVESTMENT, TAX, OR LEGAL ADVICE. FACTWAGON SHALL NOT BE LIABLE FOR INVESTMENT DECISIONS, TRADING LOSSES, OR FINANCIAL LOSSES RESULTING FROM RELIANCE ON SERVICES.
ARTICLE XII: INDEMNIFICATION
12.1 FactWagon Indemnification
FactWagon shall indemnify Client against third-party claims that Platform infringes Intellectual Property Rights, subject to exclusions for Client modifications, unauthorized combinations, or continued use after notice of infringement.
12.2 Client Indemnification
Client shall indemnify FactWagon against claims arising from: (a) Client Data; (b) Client’s breach; (c) unauthorized use; (d) violation of laws; or (e) third-party claims from Client’s use of Services.
ARTICLE XIII: DISPUTE RESOLUTION
13.1 Governing Law
This Agreement is governed by California law without regard to conflict of laws principles. Exclusive jurisdiction is in state and federal courts in Santa Clara County, California.
13.2 Arbitration
Unresolved disputes shall be submitted to binding arbitration under AAA Commercial Arbitration Rules in San Jose, California, before a single arbitrator with technology and financial services expertise. Arbitration shall be confidential. Either party may seek injunctive relief in court for IP or confidentiality matters.
CLASS ACTION WAIVER: ALL PROCEEDINGS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS. NO CLASS ACTIONS PERMITTED.
ARTICLE XIV: GENERAL PROVISIONS
14.1 Notices
All notices shall be in writing to:
FactWagon: 10 South First Street, San Jose, CA 95113 | legal@factwagon.com
Client: Address specified in account registration
14.2 Assignment
Neither party may assign without consent, except to Affiliates or in connection with merger, acquisition, or asset sale.
14.3 Independent Contractors
Parties are independent contractors. This Agreement does not create partnership, joint venture, or agency.
14.4 Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior agreements. No amendment effective unless in writing and signed by both parties.
14.5 Severability
If any provision is unenforceable, it shall be modified minimally or severed, with remaining provisions continuing in full force.
ACKNOWLEDGMENT
BY ACCESSING THE PLATFORM OR EXECUTING AN ORDER DOCUMENT, CLIENT ACKNOWLEDGES IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.