Legalv1.0 · Updated 2026-05-08 · 12 pages

Master Service Agreement

Standard enterprise SaaS Master Service Agreement governing WorkSwarm's platform services, support, warranties, and liability framework.

Contents

  1. About This Document
  2. 1. Definitions
  3. 2. Platform Access & Scope
  4. 3. Customer Obligations
  5. 4. Fees & Payment
  6. 5. Service Level Agreement
  7. 6. Intellectual Property
  8. 7. Confidentiality
  9. 8. Warranties & Disclaimers
  10. 9. Limitation of Liability
  11. 10. Term & Termination
  12. 11. Governing Law & Dispute Resolution
  13. 12. General Provisions
  14. 13. Contact

About This Document

This Master Service Agreement (MSA) is WorkSwarm's standard enterprise contract template. It governs the provision of WorkSwarm's platform services, including cloud, private, and on-premises deployment options. This template is provided for review purposes. Execution requires countersignature by both parties. Customers may propose redlines; WorkSwarm's legal team will respond within 5 business days. Note: This template is subject to legal counsel review and may be updated. Contact legal@workswarm.ai for the latest executed version.

1. Definitions

"Agreement" means this Master Service Agreement together with all Order Forms, SOWs, and Addenda. "Customer" means the entity executing an Order Form under this Agreement. "Customer Data" means all data submitted to the Platform by Customer or its Authorized Users. "Platform" means WorkSwarm's agentic co-working platform, including all features, APIs, and integrations. "Authorized Users" means individuals authorized by Customer to access the Platform. "Order Form" means a mutually executed document specifying the services, tier, term, and fees. "Subscription Term" means the period specified in the Order Form during which Customer may access the Platform. "Professional Services" means implementation, training, or consulting services described in an SOW.

2. Platform Access & Scope

Subject to the terms of this Agreement and payment of applicable fees, WorkSwarm grants Customer a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term for Customer's internal business purposes. The Platform is provided as a hosted service (SaaS) unless an Order Form specifies Private Cloud or On-Premises deployment. Deployment model governs the applicable security controls, SLA, and pricing.
  • •Cloud Tier: Multi-tenant hosted service. WorkSwarm manages infrastructure, updates, and security.
  • •Private Tier: Dedicated VPC deployment. Customer controls network, encryption keys (BYOK), and audit log destination.
  • •On-Premises Tier: Customer-hosted deployment via Helm charts or Docker Compose. Customer manages infrastructure.

3. Customer Obligations

Customer shall:
  • •Ensure Authorized Users comply with the Acceptable Use Policy.
  • •Maintain the confidentiality of authentication credentials.
  • •Not reverse-engineer, decompile, or disassemble the Platform.
  • •Not use the Platform to process data in violation of applicable law.
  • •Provide accurate billing and contact information.
  • •Notify WorkSwarm of any unauthorized access within 24 hours of discovery.

4. Fees & Payment

Fees are specified in the Order Form. Unless otherwise stated:
  • •Fees are invoiced annually in advance. Monthly billing available on Enterprise plans.
  • •Payment is due within 30 days of invoice date.
  • •Late payments accrue interest at 1.5% per month or the maximum rate permitted by law.
  • •Fees are exclusive of applicable taxes. Customer is responsible for all taxes except WorkSwarm's income taxes.
  • •Fees are non-refundable except as expressly stated in this Agreement.
  • •Price increases for renewal terms require 60 days' written notice.

5. Service Level Agreement

WorkSwarm commits to the following service levels for the Cloud Tier:
MetricCommitmentCredit
Uptime99.95% monthly (measured excluding scheduled maintenance)10% of monthly fee per 0.1% below target
Response time (P0)Initial response within 15 minutes, 24/7Not applicable
Response time (P1)Initial response within 1 hour, 24/7Not applicable
Response time (P2)Initial response within 4 business hoursNot applicable
Scheduled maintenanceSunday 02:00–06:00 UTC with 72-hour noticeNot applicable
Data recoveryRTO 4 hours, RPO 15 minutesNegotiable per Order Form

6. Intellectual Property

WorkSwarm retains all rights in the Platform, including all improvements, enhancements, and derivative works. Customer retains all rights in Customer Data. Customer grants WorkSwarm a limited license to process Customer Data solely to provide the Platform services. WorkSwarm does not acquire any rights in Customer Data. WorkSwarm does not use Customer Data to train AI models. This prohibition survives termination.

7. Confidentiality

Each party agrees to hold the other's Confidential Information in confidence using at least the same degree of care it uses for its own confidential information. "Confidential Information" means all non-public information disclosed by either party, including but not limited to: Customer Data, Platform architecture, pricing, business plans, and the terms of this Agreement. Exclusions: publicly available information, information known prior to disclosure, independently developed information, and information received from a third party without breach.
  • •Confidentiality obligations survive termination for 3 years, except for trade secrets (indefinite).
  • •Disclosure is permitted to employees, contractors, and advisors with a need to know, under confidentiality obligations at least as protective.
  • •Compelled disclosure (court order, regulatory requirement) is permitted with prompt notice to the disclosing party.

8. Warranties & Disclaimers

WorkSwarm warrants that:
  • •The Platform will materially conform to the documentation during the Subscription Term.
  • •Professional Services will be performed in a workmanlike manner consistent with industry standards.
  • •WorkSwarm will not knowingly introduce viruses or malicious code into the Platform.
  • •WorkSwarm has the authority to enter into this Agreement.
  • •EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PLATFORM IS PROVIDED "AS IS." WORKSWARM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, AND WILLFUL MISCONDUCT: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, DATA, OR PROFITS. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM. The limitations in this section do not apply to: (a) Customer's payment obligations, (b) either party's breach of confidentiality obligations, (c) WorkSwarm's indemnification obligations, or (d) either party's willful misconduct or gross negligence.

10. Term & Termination

This Agreement commences on the Effective Date and continues for the Initial Term specified in the Order Form. It automatically renews for successive one-year periods unless either party provides 60 days' written notice of non-renewal.
  • •Termination for cause: Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice.
  • •Termination for insolvency: Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or has a receiver appointed.
  • •Effect of termination: Customer data exported within 30 days. Cryptographic deletion within 90 days. Deletion certificate provided. Accrued fees remain due.
  • •Survival: Sections on Confidentiality, IP, Limitation of Liability, and governing law survive termination.

11. Governing Law & Dispute Resolution

This Agreement is governed by the laws of India. Disputes shall be resolved through: 1. Good-faith negotiation (30 days). 2. Mediation under SIAC rules (60 days). 3. Binding arbitration under the Arbitration and Conciliation Act, 1996. Seat: Mumbai. Language: English. Single arbitrator for claims under ₹5 Cr; three arbitrators otherwise. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction.

12. General Provisions

  • •Entire Agreement: This Agreement, together with all Order Forms and Addenda, constitutes the entire agreement. It supersedes all prior agreements.
  • •Amendment: Amendments require written agreement signed by both parties.
  • •Assignment: Neither party may assign without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
  • •Force Majeure: Neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, pandemic, government action).
  • •Notices: Written notices to the addresses in the Order Form. Email to legal contacts is acceptable for routine notices.
  • •Severability: If any provision is held unenforceable, the remaining provisions continue in full force.

13. Contact

For questions about this MSA or to initiate contract negotiations: Legal Team: legal@workswarm.ai Trust Center: trust@workswarm.ai

Disclaimer:This document is provided for informational purposes and represents WorkSwarm's current security posture and planned controls. Legal templates are provided as starting points and should be reviewed by your legal counsel before execution. Certification timelines are targets and subject to change based on auditor availability and assessment outcomes.

Master Service Agreement

12 pages · PDF