Master Services Agreement (MSA)

Effective Date. This Master Services Agreement (“Agreement”) is effective as of the date (i) you (“Customer”), or (ii) any third party acting on Customer’s behalf, including without limitation a procurement agent, purchasing entity, or affiliate (“Customer’s Buyer), accepts a quote, issues a purchase order (“PO”), or otherwise engages d3VIEW Inc. (“Provider,” “we,” “us,” or “our”) to perform services.

Customer acknowledges and agrees that any Customer’s Buyer acts as Customer’s authorized agent for purposes of procuring the services, and that Customer shall be fully bound by, and responsible for, all obligations under this Agreement, regardless of whether such services are ordered or accepted directly by Customer or through a Customer’s Buyer.

By purchasing, requesting, or receiving any services from Provider, Customer agrees to be bound by this Agreement. This Agreement is published online and does not require signatures.

1. Purpose; Relationship to EULSA; Order of Precedence

1.1 This Agreement governs support and professional services (“Services”) provided by Provider in connection with Customer’s use of Provider’s proprietary software products (“Software”).
1.2 The Software is licensed under Provider’s End User License and Services Agreement (“EULSA”) available at https://www.d3view.com/eulsa-2/ (incorporated by reference).
1.3 Order of Precedence. If there is a conflict: (a) the EULSA controls the Software license; (b) this Agreement controls Services; and (c) an applicable Quote/SOW/PO controls scope, quantities, and pricing for those Services. Any contrary term in Customer or intermediary procurement documents is expressly rejected and will not be binding upon Provider unless expressly agreed by Provider in a separate writing signed by Provider.

2. Scope of Services

2.1 Services include only those expressly described in the applicable Quote, Statement of Work (SOW), or PO accepted by Provider.
2.2 Services may include end-user support with troubleshooting, maintenance, configuration assistance, and training for authorized end users to support lawful use of the Software.
2.3 Provider’s personnel shall perform only the Services listed in the governing Quote/SOW/PO and shall only train authorized end users of the Software.
2.4 No Third-Party Knowledge Transfer. Provider’s personnel shall not provide (directly or indirectly) knowledge transfer, documentation, or training intended to enable any third party (including Customer’s contractors, vendors, or affiliates) to perform similar services or replicate Provider’s proprietary know-how, unless Provider has a direct written agreement with such third party.
2.5 Out-of-scope work requires a mutually executed change order or new order.

3. Intellectual Property

3.1 Provider retains all rights, title, and interest in and to the Software and any enhancements, modifications, updates, improvements, tools, scripts, utilities, documentation, or derivative works created or used in performing the Services (collectively, “Provider IP”).
3.2 No rights are granted to Customer other than those expressly stated in the EULSA and this Agreement.
3.3 Provider IP delivered or used during Services remains Provider’s property even if hosted at Customer premises or provided in object, source, or executable form.

4. Customer Responsibilities

4.1 Provide timely access to systems, personnel, and information reasonably required for Services.
4.2 Ensure only authorized end users attend support or training sessions.
4.3 Do not request or facilitate transfer of Provider’s proprietary methods, know-how, or documentation to any unauthorized third party.
4.4 Do not request services which are not quoted for/not in PO.

5. Fees and Payment

Fees are as stated in the governing Quote/SOW/PO. Unless otherwise agreed, invoices are due net thirty (30) days from invoice date. Provider may suspend Services for non-payment.

6. Confidentiality

Each party shall protect the other’s Confidential Information and use it only as permitted, consistent with the confidentiality obligations in the EULSA (incorporated here).

7. Violations and Remedies

7.1 A breach of Section 2.4 (No Third-Party Knowledge Transfer), Section 3 (Intellectual Property), or Section 8 (Non-Solicitation / No-Hiring) is a material breach.
7.2 Upon breach, Provider may: (i) suspend or terminate Services (including access to related tools or deliverables), (ii)seek injunctive relief (without bond), and (iii) pursue monetary damages, costs, and any other remedies available under Michigan law.
7.3 Customer acknowledges that unauthorized use or disclosure of Provider IP or impermissible knowledge transfer causes irreparable harm, for which equitable relief is appropriate.

8. Non-Solicitation / No-Hiring

8.1 During the term and for twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit, employ, or engage any Provider personnel who materially supported the Services, without Provider’s prior written consent.
8.2 If Customer breaches this Section, Customer shall pay liquidated damages equal to twelve (12) months of such individual’s last annualized compensation with Provider. The parties agree this is a reasonable pre-estimate of harm and not a penalty.

9. Limitation of Liability

Liability is limited as provided in the EULSA. Neither party is liable for indirect, incidental, consequential, special, or exemplary damages arising out of or related to the Services or this Agreement.

10. Term and Termination

10.1 This Agreement remains in effect while Provider performs Services for Customer or until terminated.
10.2 Provider may suspend or terminate for breach (including EULSA breach) or non-payment.
10.3 Upon termination, all accrued fees become due and payable. Customer shall discontinue use of any deliverables that Provider designates as Provider IP or that are licensed solely for the active Services term.

11. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Michigan, excluding conflict-of-law rules. The parties consent to the exclusive jurisdiction and venue of state or federal courts in Oakland County, Michigan.

12. Acceptance; Click-Through/Use-Based Assent

Customer agrees to this Agreement by (a) accepting a Quote/SOW/PO, (b) engaging or receiving Services, or (c)installing, accessing, or using Software supported under this Agreement. No physical signature is required.

13. Purchases Through Authorized Intermediaries (Resellers/Distributors)

13.1 If Customer acquires Software licenses or Services through a reseller, distributor, systems integrator, or other procurement intermediary (“Intermediary”), Customer acknowledges that this Agreement and the EULSA govern all use of the Software and all Services performed by Provider regardless of purchasing channel.
13.2 Customer’s obligations under this Agreement (including IP protection, confidentiality, non-solicitation, and no third-party knowledge transfer) apply directly between Customer and Provider. Provider may enforce this Agreement directly against Customer for any violation by Customer or its users.
13.3 No Intermediary Modifications. An Intermediary is not authorized to modify, waive, or supersede any term of this Agreement or the EULSA. Any purported modification is void unless set out in a separate written agreement signed by Provider.
13.4 Provider’s agreements with Intermediaries will require downstream customers to be bound by the EULSA and this Agreement. Where an Intermediary fails to obtain such assent, Customer’s installation, access, or use of the Software and/or receipt of Services constitutes acceptance under Section 12.

14. Updates

Provider may update this Agreement from time to time. The current version will be posted at https://www.d3view.com/msa (or successor). Continued use of Services constitutes acceptance of updated terms.