Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into by and between CRESCENDOAI INC., a Delaware corporation, and its Affiliates, with offices at 201 Spear Street, San Francisco, CA 94105 (“Crescendo”) and the customer accessing or using the Services (“Customer” or “you”). Crescendo and Customer may each be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used throughout this modular Agreement without definition are defined in Schedule C. 

Crescendo offers various products and services, and Customer wishes to procure certain products or services from Crescendo, subject to the terms of this Agreement and the applicable Services Modules (defined below).

The effective date (“Effective Date”) of this Agreement is the earlier of (a) the start date of the first statement of work (“SOW”)  referencing this Agreement.

By accessing or using the Services in any way, or executing a SOW, Customer hereby agrees to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company, organization, or other entity, you represent that you have the authority to bind such entity.

This Agreement, along with any incorporated SOW constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes all prior discussions and agreements, whether written or oral.

Crescendo reserves the right to modify this Agreement from time to time. Unless otherwise specified, changes will become effective upon Customer’s renewal of the current Subscription Term or entry into a new SOW. Crescendo will use reasonable efforts to notify Customer of any material changes. Continued use of the Services after the updated Agreement goes into effect will constitute Customer's acceptance of such updates.

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BY ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

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1. Structure of Agreement

1.1 This Agreement consists of: (a) The general terms and conditions set forth herein; and (b) One or more Services Modules, each of which sets forth additional terms applicable to specific products or services procured by Customer.

1.2 In the event of a conflict between this Agreement and any Service Module, the terms of the Service Module shall govern with respect to the applicable product or Service.

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2. Crescendo Responsibilities

2.1. Compliance with Laws.  Crescendo will comply with all laws applicable to Crescendo's provisioning of the Service to its Customers generally (i.e., without regard to the specific nature of the Customer Data or Customer’s or any End-User’s particular use of the Service).

2.2 Compliance with Data Protection Laws.  Subject to the terms and conditions set forth herein, Crescendo shall comply with the Data Processing Agreement, attached hereto as Exhibit 1 and incorporated by reference.  

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3. Access to and Use of the Service

3.1 Statement of Work. The specific details of the Services to be performed will be outlined in a SOW.  Each SOW will be mutually agreed upon and executed by both parties, and upon execution, will constitute a separate agreement that is subject to the terms of this Agreement.

3.2 Change Order. Unless otherwise specified in a Statement of Work, Customer may reasonably request in writing that revisions be made to the Service or deliverables, known as “Change Orders”.   Similarly, Crescendo may initiate a new SOW for Customer’s signature to formalize any changes.

3.3. Customer Responsibilities. Customer will: (a) be responsible for End-Users and Authorized Users compliance with this Agreement; (b) provide all required notices and obtain any licenses, permissions, and consents required, including (without limitation) under Applicable Data Protection Laws, from all End-Users, Authorized Users and others, for the collection of Customer Data, including (without limitation) any Customer Personal Data, under this Agreement and to enable Crescendo’s access to, and Crescendo’s use and other processing of such Customer Data in connection with the Service; (c) be responsible for the accuracy, completeness, appropriateness, and legality of Customer Data; and (e) use the Service in accordance and compliance with all applicable laws and government regulations.

3.4 Usage Restrictions. Customer may not, and shall ensure that Authorized Users and End-Users do not, directly or indirectly: (a) make the Service or Output available to, or use the Service for the benefit of, anyone other than Customer, its Authorized Users, and the End-Users; (b) upload, post, transmit, email, convey, or otherwise make available to Crescendo or the Service any content that (i) is unlawful or tortious or (ii) that infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other proprietary rights of any person; (c) sublicense, resell, time- share, or similarly exploit the Service or Output; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (f) access the Service to build a competitive product or service.

3.5 Non-Crescendo Service(s) If Customer elects to enable or use any Non-Crescendo Service(s) for use with the Service: (a) any use by Customer, its Authorized Users, or End-Users of such products, services, or data is solely the responsibility of Customer and is subject to the terms and conditions of such Non-Crescendo Service(s);  (b) Crescendo does not endorse, is not responsible, liable for, or offer support for and makes no representations as to any aspect of such Non-Crescendo Service(s), including, without limitation, their content or the manner in which they handle, protect, manage or process data; (c)  Crescendo cannot guarantee the continued availability of Non-Crescendo Service(s) and may temporarily or permanently cease providing, without entitling Customer to refund, credit, or compensation, any particular Non-Crescendo Services  and (d) Crescendo is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s reliance on the privacy practices, data security processes or other policies of such Non-Crescendo Service(s).  

3.6 Additional Usage Restrictions. Customer acknowledges and agrees that use of the Service to transmit, store, collect, or otherwise process “Highly Sensitive Information”, “Sensitive Data”, “Special Categories of Personal Data” or similar terms defined in Applicable Data Protection Laws (together “Restricted Data”)  is unnecessary for use of the Services and Customer shall be solely responsible for any such use of the Services by Customer, its’ Authorized Users or its’ End-Users, including ensuring that transmittal, processing, collection or storage of such information is in compliance with applicable laws. Notwithstanding anything to the contrary in this Agreement, Crescendo shall not be liable for Crescendo’s non-compliance with a law or regulation where such non-compliance is attributable to Customer’s use or provision of Restricted Data in connection with the Services.

3.7 Availability and Support. During the Term of each Service, Crescendo will provide End-User support services in accordance with Cresendo’s Support Policy (“Support Policy”). The Services Level Agreement (“SLA”) and Support Policy are incorporated into this Agreement by reference.  Crescendo may update the SLA and Support Policy form time to time upon reasonable notice to the Customer to reflect process improvements or changing practices, provided that such modifications do not materially decrease Crescendo’s obligations as compared to those reflected in such terms as of the Effective Date.  The terms of this Agreement will also apply to updates and upgrades of the Service subsequently provided by Crescendo. Crescendo may update the functionality, user interfaces, usability, and Documentation from time to time in its sole discretion as part of its ongoing mission to improve the Platform.  

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4. Fees

4.1. Fees, Invoicing, and Payment.  Customer will pay all fees specified in the SOWs. Payment obligations are non-cancelable and, except as expressly set forth herein, fees paid are non-refundable. All fees will be invoiced by Crescendo in accordance with the terms set forth in the applicable SOW. Full payment for invoices issued must be received within thirty (30) days from Customer’s receipt of the invoice or in accordance with any different billing frequency stated in the applicable SOW.  If any fees owed by Customer (excluding amounts disputed in reasonable and good faith) have not been paid by the applicable due date, Crescendo reserves the right to apply a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and be reimbursed for all expenses of collection.

4.2. Taxes.  The fees are exclusive of, and Customer will be solely responsible for, all applicable taxes in connection with this Agreement, including any sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties.

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5. Proprietary Rights

5.1. Ownership of Intellectual Property.  Each Party retains all rights, title, and interest in and to its respective intellectual property, including any modifications, derivative works, upgrades, or updates thereto, and all related intellectual property rights.  No rights are granted by either Party except as expressly set forth in this Agreement.  

5.2 Crescendo Property.  Subject to the limited rights expressly granted to Customer hereunder, Crescendo reserves and retains, and as between Crescendo and Customer, Crescendo exclusively owns, all rights, title, and interest in and to the Service , including, in each case, all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein. No rights are granted by Crescendo hereunder other than as expressly set forth herein. If Customer, any Authorized User, or any End-User provides Crescendo any feedback or suggestions regarding the Service, then Customer grants or, as applicable, shall cause such End-User to grant Crescendo an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to such party.   Unless otherwise expressly set forth in a SOW, Crescendo retains exclusive ownership of all work product created by Crescendo in connection with its performance of End-User Support Services or Professional Services.

5.3.  Customer Data.  As between Customer and Crescendo, Customer owns all rights, title, and interest in and to the Customer Data. Customer hereby grants, and shall cause all End-Users to grant, to Crescendo a worldwide, irrevocable, non-exclusive, fully paid, royalty-free, transferable, and perpetual right and license, with rights to sublicense (i) to access, use, copy, create derivative works from, distribute, perform, and display Customer Data for purposes of providing the Service and Non-Crescendo Services and (ii) the right to create and/or derive from Customer Data de-identified, anonymized and/or aggregated data (“Anonymized Data”) that does not identify Customer or any End-User and, both during and after the Term.  Anonymized Data shall be considered Crescendo’s data.

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6. Confidentiality

6.1. “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof.   Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. Confidential Information shall not include Customer Personal Data, which is addressed separately in the DPA.

6.2. Protection of Confidential Information.  The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose not permitted by this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.

6.3. Compelled Disclosure.  The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the access or disclosure.

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7. Representations, Warranties, and Disclaimers

7.1. Mutual Representations.  Each Party represents that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (b) the execution, delivery, and performance of this Agreement are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

7.2. Customer Warranty.  Customer warrants that: (a) it has obtained and will maintain all rights, consents, and permissions necessary for Customer and the Authorized Users and End-Users to make available to Crescendo, and for Crescendo to use as contemplated herein, all Customer Data; and (b) the Customer Data will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, or other proprietary rights of any person, or violate any applicable laws or government regulations.

7.3. Disclaimer.  EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, THE CRESCENDO SERVICES (INCLUDING THE PLATFORM AND ANY AGENT SERVICES) AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CRESCENDO EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CRESCENDO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE NOR THAT THE SERVICE WILL MEET CUSTOMER’S OR ANY END-USER’S REQUIREMENTS.

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8. Indemnification

8.1. Crescendo Indemnification.  Crescendo will defend Customer from and against any lawsuit or proceeding brought by a third party to the extent alleging that Customer’s use of the Service as permitted hereunder infringes or misappropriates such third party’s intellectual property rights, and Crescendo will indemnify Customer for any damages and any reasonable attorneys’ fees finally awarded against it arising from such lawsuit or proceeding; provided, however, that Crescendo will have no liability under this Section to the extent any such lawsuit or proceeding arises from: (a) Customer Data, any Non-Crescendo Services, Third Party LLM Providers (or any other third-party provided products, services, or data); (b) Customer’s, any of its Authorized Users’, or any End-Users’ negligence, misconduct, or breach of this Agreement; (c) any modification or combination of the Service that is not performed by Crescendo; or (d) claims arising out of any unauthorized use of the Service. Crescendo will also defend Customer from and against any lawsuit or proceeding brought by a third party to the extent caused by Crescendo’s breach of its warranty under Appendix A, Section 3. 

8.2. Customer Indemnification.  Customer will defend Crescendo from and against any lawsuit or proceeding brought by a third party to the extent alleging that: (a) any Customer Data infringes, misappropriates, or otherwise violates the rights, including privacy and publicity rights, of any other party; (b) Customer has breached any of its obligations under Section 3.3; or (c) Customer’s or any Authorized User’s or End-User’s particular use of the Service or use or provision of any Customer Data violates any applicable laws or government regulations. Customer will indemnify Crescendo and its Affiliates for any damages and any reasonable attorneys’ fees finally awarded against them arising from such lawsuit or proceeding; provided, however, that Customer will have no liability under this Section to the extent any such lawsuit or proceeding arises from Crescendo’s negligence, misconduct, or breach of this Agreement.

8.3. Procedures.  The indemnified Party will provide the indemnifying Party with: (a) prompt written notice of any matter that is subject to indemnification hereunder; and (b) the right to assume the exclusive defense and control of any such matter (provided that the indemnifying Party may not settle any claim unless it unconditionally releases the indemnified Party's of all liability and receives indemnified Party written approval (which shall not be unreasonably withheld) of any conditions imposed by the settlement, if applicable. The indemnified Party will cooperate fully with any reasonable requests assisting the indemnifying Party’s defense of such matter. 

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9. Limitation of Liability

9.1. Exclusion of Certain Damages.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. Liability Cap.  EXCEPT FOR CUSTOMER’S LIABILITY FOR ITS PAYMENT OBLIGATIONS UNDER SECTION 4 OR A PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, OR ITS WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO CRESCENDO HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE. 

9.3. Scope.  For the avoidance of doubt, the exclusions and limitations set forth in Section 9.1 and Section 9.2 will apply with respect to all legal theories of liability, whether in contract, tort, or otherwise. The Parties agree that the exclusions and limitations set forth in Section 9.1 and Section 9.2 allocate the risks between the Parties under this Agreement, and that they have relied on these exclusions and limitations in determining whether to enter into this Agreement.

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10.   Term, Termination, and Suspension

10.1. Term of the Agreement. The term of this Agreement commences on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement, will continue until the last SOW expires or is earlier terminated in accordance with this Agreement (the “Term”).

10.2. Suspension. Crescendo reserves the right to immediately suspend Customer’s or any Authorized Users’ access to the Services, in whole or in part, if: (a) Customer, Authorized User or End-User violates the terms of this Agreement or any applicable laws; (b) Customers or any Authorized Users’ systems or accounts have been compromised or unlawfully accessed; (c) Crescendo reasonably believes that suspension is necessary to protect the security of the Services or the infrastructure of Crescendo or its Affiliates; (d) suspension is required by applicable law; or (e) if any fees owed by Customer (excluding amounts disputed in reasonable and good faith) are overdue.  In addition to the aforementioned rights of suspension, Crescendo’s right to suspend shall not release Customer from its obligation to continue to pay any fees or charges due during the period of suspension.  Customer acknowledges that suspension of the Services shall not constitute a waiver or release of Customer’s payment obligations under this Agreement. 

10.3 Termination for Force Majeure Event.  Crescendo may, upon 10 days proper written notice, terminate this Agreement upon the occurrence of a Force Majeure Event (as defined in Section 11.2) whereby Crescendo is not able to perform all or a material portion of its obligations hereunder due to such Force Majeure Event for a period of 30 consecutive days.  

10.4  Termination for Cause.  Either Party may terminate this Agreement, effective 30 days’ after written notice, if the other Party materially breaches this Agreement and such breach is not cured within such 30-day period. Upon any such termination for cause by Customer, Crescendo will promptly refund Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination. Upon any such termination for cause by Crescendo, Customer will promptly pay Crescendo any unpaid fees covering the period remaining in the Term after the effective date of such termination.

10.5 Effects of Termination.  In no event will any termination of this Agreement relieve Customer of its obligation to pay any fees accrued or payable to Crescendo for the period of time prior to the effective date of such termination. Upon any termination of this Agreement, Customer and all Authorized Users and End-Users must immediately cease all use of the Services.  Additionally, the Receiving Party must promptly return, or at the Disclosing Party’s option, destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.

10.6 Survival.  The sections titled “Usage Restrictions,” “Non-Crescendo Services” “AI features,” “Fees,” “Proprietary Rights,” “Confidentiality,” “Indemnification,” “Limitation of Liability,” “Termination for Cause,” “Effects of Termination,” “Survival,” and “General Provisions” will survive any termination of this Agreement.

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11.  General Provisions

11.1  Attribution.  Customer agrees that Crescendo may use Customer’s name and logo to indicate that Customer is a customer of Crescendo for the Service on Crescendo’s website, marketing materials, and in communications with existing or prospective Crescendo customers. Any such attribution will be consistent with Customer’s style guidelines or requirements as communicated to Crescendo by Customer. Customer has the right to revoke this consent to be used as a reference customer upon written notice if Crescendo violates the foregoing. In this case, Crescendo will remove all use of Customer’s name and logo on websites and marketing materials immediately.

11.2 Force Majeure.  Except for payment obligations, neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such Party, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial of service attacks, internet outages, labor shortages, and judicial or government action.  The party experiencing a force majeure event, shall use commercially reasonable efforts to provide notice of such to the other party.  

11.3 Assignment.  Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer this Agreement in its entirety, without the consent of the other Party, in connection with a merger or sale of all or substantially all of its assets. Any purported assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

11.4  Governing Law; Venue.  This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New York , without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in New York County, New York, , will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

11.5 Notices.  All notices under this Agreement will be in writing addressed to the Parties at the addresses set forth on the latest SOW and will be deemed to have been duly given: (a) upon receipt if personally delivered or sent by certified or registered mail with return receipt requested; and (b) the first business day after sending by email or by next day delivery by a recognized overnight delivery service.

11.6 Export Control and Economic Sanctions. Each party: (a) agrees to comply with all export control and economic sanctions and relevant import laws of the United States and other applicable jurisdictions, and (b) represents and warrants that it is not listed on any U.S. or other government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government export control embargo or economic sanctions. Without limiting the foregoing, (a) Customer will not (and will not permit any of its End-Users to) access and use the Service in violation of any U.S. export control or economic sanction, prohibition or restriction, and (b) Customer will not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations or applicable international import and export laws and regulations. 

11.7  Relationship of the Parties; Third Party Beneficiaries. The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third party beneficiaries to this Agreement.

11.8 Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

11.9  Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect.

11.10 Entire Agreement. This Agreement, including all SOWs, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter herein. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by each of the Parties. To the extent of any conflict or inconsistency between the terms of this Agreement and any SOW, the terms of this Agreement will prevail, unless the SOW expressly modifies a particular provision of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or other Customer order documentation (excluding SOWs) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.  As used herein, the words “include” and “including” shall be deemed to be followed by the words “without limitation.”

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Schedule A: Crescendo Platform Terms

The terms contained in this Schedule A are specifically applicable to the Platform provided by Crescendo under this Agreement. These terms outline the specific functionalities, warranties, obligations, and any limitations associated with the use of Crescendo's Platform. The following provisions are intended to supplement the general terms of the Agreement and should be read in conjunction with the main body of the Agreement.  Capitalized terms used in this Schedule A are defined in Schedule C of this Agreement.

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1. Crescendo Responsibilities

1.1 Provision of the Platform. Subject to the terms and conditions of this Agreement and during the Term, Crescendo will: (a) make the Platform available to Customer for use by Authorized Users solely for the internal business operations of Customer and End-Users via Customer’s website and mobile application; (b) provide Customer with standard support services and Documentation to assist Customer in its use of the Service; (c) comply with all laws applicable to the provisioning of the Services to its customers generally; and (d) provide updates and upgrades to the Platform, including functionality, user interfaces, usability, and Documentation, in its sole discretion as part of its ongoing mission to improve the Platform.  

1.2 Platform Accounts. Customer must identify a primary Authorized User who will be responsible for Customer’s account within the Platform. Crescendo shall be responsible for creating Authorized User accounts for the Platform. Customer is responsible for (i) maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under Authorized User accounts, (ii) securing the systems and devices Customer and Authorized Users use to access the Platform, and (iii) backing up Customer Data.

1.3 Beta Services. From time to time, Crescendo may invite Customer to try or otherwise make Beta Services available to Customer at no charge.  Customer may accept or decline any such Beta Services in Customer’s sole discretion.  Beta Services are for evaluation purposes only are not for production use, are not supported, and may be subject to additional terms.  Beta Services are not considered “Services” under this Agreement and are to be used for Customer’s internal testing and evaluation purposes only and are not subject to the same security measures specified in the Documentation. If Customer, any Authorized User, or any End-User provides Crescendo any feedback or suggestions regarding the Beta Services, then Customer grants or, as applicable, shall cause such End-User to grant Crescendo an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to such party. Crescendo may discontinue Beta Services at any time in Crescendo’s sole discretion and may or may not make them generally available.  Crescendo will have no liability arising out of or in connection with any Beta Service and disclaims any warranty, indemnity, support, SLA or other obligations with respect to Beta Services.  Customer uses Beta Services “as-is”, and at its own risk. 

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2. Access to and Use of the Service(s)

2.1 Customer Responsibilities:  Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and promptly notify Crescendo of any such unauthorized access or use; 

2.2 AI Features - Third-Party LLM Providers. The Platform offers certain features and functionality that utilize artificial intelligence (“AI Features”), powered by large language models provided by Third Party LLM Provider(s).  Upon Customer’s instructions, Crescendo will upload all materials, policies, guidelines, manuals and other documentation that is created, owned and provided by Customer (collectively “Customer Documentation”) into the Platform for the purpose of utilizing the AI Features.  The Customer acknowledges that the AI Features, which employ artificial intelligence technology based on the Customer Documentation,  will use any prompts, comments, questions, and other forms of input provided by the Customer or End-Users “Input” to generate the Output in accordance with the terms of this Agreement.  The Customer further accepts that the AI Features may produce Output that could be inaccurate or inappropriate.  Customer is solely responsible for the accuracy and completeness of the Customer Documentation provided to Crescendo.  As AI Features operate based on the Input, the resulting Output may be inaccurate or inappropriate if the Input is flawed. Customer agrees, and shall cause End-Users to agree in the End-User Terms, that it is solely responsible for its use of AI Features. Accordingly, all Outputs are provided “as is” and with “all faults”, and Crescendo makes no representations or warranties, or provides any indemnities, of any kind or nature with respect to the AI Features, Inputs, or Outputs, including any warranties of accuracy, completeness, truthfulness or fitness for a particular purpose. Inputs and Outputs are deemed Customer Data under this Agreement and subject to the rights, restrictions and obligations applicable thereto.  Customer acknowledges that other users of the Service or AI Features may provide similar or identical Input and as such, may receive Output (“Third Party Results”) that is similar or identical to that of Customer, and Customer acknowledges it has no right, title or interest in or to any such Third Party Results. Customer agrees that Crescendo shall have no responsibility or liability arising from the provision of inaccurate or inappropriate Output or any decisions made in reliance on such Output.  All such decisions are made at Customer’s own risk.    

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3. Confidentiality 

3.1 Confidential Information Specific to Crescendo Services.  Within the context of Crescendo services, "Confidential Information" also includes the Service (including its software and content) and the work product resulting from Crescendo's performance of Professional Services or End-User Support Services, excluding the Deliverables. For Customer, Confidential Information includes the Customer Data and Customer Data included in the Output. 

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4. Warranties

4.1 Crescendo Warranties.  Crescendo warrants that: (a) the Service will perform materially in accordance with the applicable Documentation; (b) Crescendo will not materially decrease the functionality of the Platform; (c) Crescendo will take commercially reasonable measures designed to prevent or correct materially misleading or materially incorrect interactions with End-Users when providing Crescendo’s Platform ; and (d) Crescendo will perform the End-User Support Services and the Professional Services in a professional manner. If Crescendo breaches any of the foregoing warranties in this Section, Customer’s exclusive remedy and Crescendo’s entire liability will be the correction of the breach, or if Crescendo cannot substantially correct the breach within a commercially reasonable amount of time, Customer may terminate this Agreement and Crescendo will refund to Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination.

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5. Termination

5.1 Effects of Termination Specific to the Platform  Upon termination of the Platform services, the Customer and all Authorized Users and End-Users must immediately stop using the Platform and any related Output.  Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Customer Data  of the Disclosing Party in the Receiving Party’s possession or under its control.

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Schedule B: Agent Service Terms

The terms set forth in this Schedule B pertain exclusively to the Agent Services as provided under this Agreement. This schedule details the specific responsibilities, standards, and protocols associated with the Agent Services, including but not limited to customer support and other related services as described in the applicable SOW.  The provisions herein are designed to complement and expand upon the general terms of the Agreement, ensuring a comprehensive understanding of the parties' rights and obligations concerning the Agent Services.  Capitalized terms used in this Schedule B are defined in Schedule C of this Agreement.

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1. Services

1.1 Statement of Work.  Crescendo will provide the Agent Services as detailed in each SOW, which will outline the specific services to be performed on a per-project basis.

1.2 Service Locations.  Crescendo will perform all Agent Services from Crescendo Affiliate offices  (“Facilities”) and may also use work-from-home or co-working options (“Other Locations,” collectively “Service Locations”).  Each Agent’s workstation will, at Crescendo’s cost and expense, be equipped with standard computer systems and various Crescendo support tools.  Crescendo shall be responsible for all costs and expenses of acquiring, installing, maintaining and operating the Agent Service Locations and workstations. Crescendo shall perform Agent Services in accordance with the law applicable to the provision of said Agent Services.

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2. Agent Staffing  

2.1 Agents Are not Customer Employees.  The Parties acknowledge and agree that the Agents are not employees of Customer and are ineligible for Customer employee benefits. Crescendo is responsible for all Agent-related employment obligations, including but not limited to, wages, taxes, employment laws, compliance, workers’ compensation insurance, licensing and maintaining employment records. 

2.2 Supervision and Conduct of Crescendo Agents.  Operations Managers assigned by Crescendo to Customer’s Services will provide daily guidance and supervision to Agents, ensuring that the Agent Services meet Customer’s standards.  Crescendo will instruct Agents to comply with all applicable laws, as well as Customer’s security procedures, rules and codes of conduct. Customer retains the right to define specific job responsibilities for the Agents, while Crescendo maintains control of terms and employment conditions, including performance management, disciplinary actions and termination decisions. Should Customer identify the need for intervention regarding an Agent’s conduct or performance, Customer shall promptly notify Crescendo. Customer will cooperate and assist Cresendo with any necessary investigations into matters concerning Agents. 

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3. Tools, Telecommunications, Training and Management

3.1 Customer Tools.   Customer will provide Crescendo with the necessary products and materials (the “Customer Tools”) as agreed in writing for the provision of the Agent Services detailed in any SOW, and will be responsible for any associated delivery costs.  Crescendo acknowledges that software within Customer Tools may be subject to third party license terms. Customer will ensure these licenses allow Crescendo to use the software for the intended Agent Services.  Crescendo will adhere to Customer’s written instructions regarding the Customer Tools.   Crescendo is permitted to make copies of the materials as required for the Agent Services, with all copies considered part of the Customer Tools.  Ownership of all Customer Tools remains with Customer, and Customer Tools are considered Customer Materials and Confidential Information.  Crescendo will return all Customer Tools to Customer at Customer’s expense upon request or upon termination of this Agreement.  

3.2 Telecommunications.   Crescendo has implemented the necessary hardware, software, and data connectivity to  commercially reasonable standards to manage the expected volume of Customer Contacts. If Customer requires Crescendo to implement additional upgrades, such enhancements will be outlined in a SOW. The Customer is responsible for acquiring, configuring, and managing the telephony solution necessary for processing inbound and outbound calls. While Crescendo is not accountable for the telephony contract between the Customer and the selected provider, the Customer will bear all ongoing service, minute, usage, and per-seat costs (based on the number of Agents) associated with the telephony platform and provider. The Customer will also handle any technical, quality, or billing issues related to the telephony service.

3.3 Training.  

3.3.1 Initial Training by Customer Trainers.  Customer trainers will transfer knowledge to and train Crescendo's Agents based on a mutually agreeable schedule during the first 30 days of service for Customer-related programs, unless otherwise arranged in writing. Client will provide updates to training as needed.

3.3.2 Training by Crescendo.  Crescendo will train its Agents in general customer service, company practices, telecom system procedures, and other non-Customer activities necessary for the Services outlined in any SOW. Additionally, Crescendo will be responsible for training of Agents on Customer-specific program procedures following the initial training unless otherwise specified in the SOW.

3.3.3 Training Materials.   Customer will supply Crescendo with all necessary training materials for the Services in the SOWs, designated as "Customer Materials." Customer will also provide free access to any unique software, notes, and documentation needed for training. Crescendo will use these solely for Agent Service provision and training. Crescendo may duplicate materials for internal training. Ownership of all materials and copies remains with the Customer and must be returned upon request or Agreement termination.

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4. Warranties; Indemnification; and Liability 

4.1 Performance of Services.  Crescendo warrants that it possesses the necessary skills, resources, and expertise to provide the Agent Services. Furthermore, Crescendo guarantees that the Agent Services will be performed in a professional and workmanlike manner, adhering to the prevailing industry standards for quality.

4.2 Indemnification by Crescendo. Crescendo agrees to defend, indemnify, and hold the Customer and its Personnel (collectively, the "Customer-Indemnitees") harmless from any losses incurred due to third-party claims specifically arising out of or related to the Agent Services provided under this module, including: (a) acts or omissions of Crescendo or its Agents that result in personal injury or death; (b) intentional, fraudulent, or grossly negligent acts or omissions, or willful misconduct of Crescendo or its Personnel. This indemnification is confined to the scope of the Agent Services and does not cover issues already addressed in the main agreement.

4.3 Indemnification by Customer.  Customer agrees to defend, indemnify, and hold Crescendo and its Personnel (collectively, the "Crescendo-Indemnitees") harmless from any losses incurred due to third-party claims arising specifically from the Agent Services, including: (a) acts or omissions of Customer and its Personnel resulting in personal injury or death; (b) intentional, fraudulent, grossly negligent acts or omissions, or willful misconduct of Customer or its Personnel; or (c) the failure of Customer's products or services to comply with applicable laws. This indemnification is confined to the scope of the Agent Services and does not cover issues already addressed in the main agreement.

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5. Intellectual Property and Proprietary Rights

5.1 Cresendo’s Retained Script Rights.  Crescendo retains the right to use common script elements across various customer scripts, which are not proprietary to any single customer. This does not limit Crescendo's ability to offer scripts and related services to other parties.

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6. General Provisions

6.1 Solicitation and Hiring.  During the Term and for one year post-termination, neither Party may solicit or hire the other's employees involved in the Agent Services without written consent. General recruitment methods like ads, hiring respondents, or using employment agencies without intentionally targeting the other Party's staff are permitted. 

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Schedule C: Definitions

Capitalized terms in this Agreement shall have the meanings set forth in this Schedule C unless defined elsewhere.

“Agent(s)” means an individual working at a Crescendo facility or Other Location employed and trained by Crescendo to deliver the Service(s) as part of the overall service offering to the Customer. 

“Agent Services” means the range of call centre services (including without limitation customer support or other services described in one or more SOW’s), provided by Crescendo’s trained Agents, as required by the Customer in accordance with the terms and conditions of this Agreement.  

“Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction directly applicable to Crescendo’s Processing of Customer Personal Data under the Agreement (including, as and to the extent applicable, the CCPA and GDPR).  

“Authorized User” means an employee or contractor of Customer who is authorized by Customer to access and use the Service on behalf of and solely for the benefit of Customer.

“Customer Personal Data” means any Personal Data contained within Customer Data and Processed by Crescendo in order to perform the Service.

“Customer Data” means all data and content submitted, transmitted, or uploaded into the Service by Customer, Agents, Authorized Users, or End-Users.

“Deliverable” means any tangible or intangible output, result or product provided to the Customer as a result of Crescendo's performance of Professional Services, as specified in the applicable SOW.

“Documentation” means the documentation, specifications, and policies, as may be updated from time to time, that describe the functionality, features, operation, or use of the Service and that are made available by Crescendo to Customer.

“End-User” means an individual end-user who is authorized by Customer to access and use the Service or to whom the Customer makes the Service available.

“Output” means all answers and results generated by one or more Third-Party LLM Providers based on Inputs and made available via the Platform.

“Other Location” or “Other Locations” means (Service Locations) as set forth in Section 1.2 of Schedule B.

“Personnel” means a Party’s officers, directors, employees and authorised agents, and for Crescendo, any approved subcontractors contributing to this Agreement’s obligations.   For purposes of the foregoing, a Party’s Personnel shall not be considered Personnel of the other Party.  

“Personal Data” means “personal data,” “personal information,” “personally identifiable information” or similar term as defined in Applicable Data Protection Laws.

“Platform” means Crescendo’s software-as-a-service platform provided to Customer as part of the Service(s), which is distinct from End User Support Service and any Non-Crescendo Services. 

“Process” and inflections thereof means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Professional Services” means any professional services related to Customer’s use of the Service, such as configuration, implementation, or training services, provided by Crescendo to Customer as expressly identified in a SOW.

“Service(s)” means, collectively, as identified in a SOW, Crescendo’s provision of the Platform, End-User Support Services and Agent Services. Any references to the “Service(s)” in this Agreement includes the Documentation but excludes Non-Crescendo Services. 

“Service Module” refers to a specific section within this modular agreement that outlines the terms, conditions and obligations related to a distinct category or type of service provided under the Agreement.  Each Service Module is dedicated to a particular aspect of the services offered, such as Agent Services or the Crescendo Platform and forms an integral part of the overall Agreement. 

“SOW” means each statement of work entered into and executed by each of the Parties that references this Master Services Agreement. Each SOW forms a part of, and is incorporated into, this Master Services Agreement.

“Subscription Term”  means the period during which Customer has agreed to subscribe to the Service as specified in an applicable SOW.  

“Non-Crescendo Service(s)” means any third-party provided applications, networks, software, products, or services which Customer may connect to or incorporates into, or otherwise leverages in connection with the Service.

“Third-Party LLM Provider(s)” means any entity retained or used by Crescendo to provide certain AI features, including but not limited to chatbot functionality, which leverages artificial intelligence technology provided by third party companies.

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**Updated March 12, 2025. Please contact contracts@crescendo.ai if you’re looking for archive versions of the terms (including Partner Hero Inc. terms).