Master Service Agreement

Enterprise and negotiated purchases of the FrixLaw service.

Product: Frix Law
Provider: Frix Labs LLC (“Provider” or “Frix”)
Customer: The entity named on the applicable Order Form (“Customer”)
Effective date: August 1, 2026
Last updated: August 10, 2026
Version: 1.0

This Master Service Agreement (“MSA”) governs enterprise or negotiated purchases of the Frix Law Service. Together with each Order Form, the DPA, and any SLA or SOW attached thereto (collectively, the “Agreement”), it is the complete agreement between the parties regarding the Service. Self-serve customers who only accept online Terms are governed by the Terms of Service instead of this MSA, unless an Order Form states otherwise.

1. Definitions

  1. Order Form — a mutually executed ordering document (including online checkout designated as an Order Form) specifying products, fees, term, and quantities.
  2. Service — the Frix Law hosted software and related support described in the Order Form.
  3. Customer Data — as defined in the DPA and Terms.
  4. Authorized Users — Customer’s employees and contractors authorized to use the Service under Customer’s account.
  5. Confidential Information — non-public information disclosed by a party, including Customer Data, pricing, and security documentation.

2. Provision of the Service

  1. Frix will make the Service available during the Subscription Term substantially in accordance with the Documentation and any SLA in the Order Form.
  2. Customer may permit Authorized Users to access the Service solely for Customer’s internal business purposes (providing legal services to its clients).
  3. Frix may update the Service, provided it does not materially decrease overall functionality during a paid term without a remedy described in the Order Form or SLA.

3. Customer obligations

Customer will: (a) use the Service in compliance with law and the Acceptable Use rules in the Terms of Service; (b) configure AI, recording, and SMS features lawfully; (c) maintain the confidentiality of credentials; (d) not resell the Service except as an Order Form expressly allows (for example, limited affiliate use); and (e) be responsible for Customer Data and Authorized Users’ conduct.

4. Support

Standard support is provided via support@frixlaw.com during U.S. business hours, with best-effort response for Severity 1 production outages outside those hours. Enhanced support tiers apply only if purchased on an Order Form.

5. Fees, invoices, and taxes

  1. Customer will pay fees as set out in each Order Form within thirty (30) days of invoice (Net 30), unless the Order Form states otherwise.
  2. Late amounts may accrue interest at 1.5% per month (or the maximum lawful rate) and Frix may suspend for non-payment after ten (10) days’ notice.
  3. Fees exclude taxes; Customer is responsible for sales, use, VAT, and similar taxes (excluding taxes on Frix’s income).
  4. Except as expressly provided in this MSA, the Refund Policy, or the Order Form, fees are non-cancellable and non-refundable.

6. Term and termination

  1. MSA Term: Continues while any Order Form is in effect.
  2. Subscription Term: As stated on the Order Form; renews as specified therein (default: auto-renew for successive equal terms unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term).
  3. Termination for cause: Either party may terminate if the other materially breaches and fails to cure within thirty (30) days after written notice (ten (10) days for non-payment).
  4. Effect: Upon termination, Customer access ends; data return and deletion follow the DPA. Sections that by nature should survive (fees owed, confidentiality, IP, indemnities, limitations, DPA survival) survive.

7. Intellectual property

  1. Frix Labs LLC owns the Service and all related intellectual property. Customer receives a non-exclusive, non-transferable right to use the Service during the Subscription Term.
  2. Customer owns Customer Data. Customer grants Frix the license needed to host and process Customer Data to provide the Service.
  3. Neither party grants any other license by implication.

8. Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under the Agreement, and not disclose it except to advisors and personnel under confidentiality obligations or as required by law (with prompt notice if legally permitted). Obligations last three (3) years after disclosure, and indefinitely for trade secrets and Customer Data.

9. Data protection

The DPA is incorporated by reference. Customer instructs Frix to process Customer Data as described in the DPA and product configuration.

10. Warranties

  1. Frix warrants that during the Subscription Term the Service will perform materially as described in the Documentation under normal use. Customer’s exclusive remedy for breach of this warranty is, at Frix’s option, re-performance or a pro‑rata refund for the period the Service was non-conforming after notice.
  2. Each party warrants it has authority to enter this MSA.
  3. Except as expressly stated, the Service is provided as is, with all disclaimers set out in the Terms of Service.

11. Indemnification

  1. By Frix (IP): Frix will defend Customer against third-party claims that the unmodified Service infringes a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded (or settled in writing by Frix), provided Customer gives prompt notice, reasonable cooperation, and sole control of defense. Frix may modify, replace, or terminate the affected Service with a pro‑rata refund. Frix has no obligation for claims arising from Customer Data, combinations not provided by Frix, or use after Frix’s notice to stop.
  2. By Customer: Customer will defend and indemnify Frix against claims arising from Customer Data, Customer’s legal services, or Customer’s unlawful use of the Service (including recording, AI, or SMS consent failures).

12. Limitation of liability

  1. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR GOODWILL, WHETHER IN CONTRACT OR TORT, EVEN IF ADVISED OF THE POSSIBILITY.
  2. EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) A PARTY’S INDEMNITY OBLIGATIONS FOR IP INFRINGEMENT OR CUSTOMER DATA OR MISUSE CLAIMS, (C) BREACH OF CONFIDENTIALITY (EXCLUDING CUSTOMER DATA BREACHES ADDRESSED BELOW), OR (D) FRAUD OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO FRIX IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
  3. Customer Data and security incidents: Frix’s aggregate liability arising from unauthorized disclosure of Customer Data caused by Frix’s breach of the DPA security obligations will not exceed the greater of (i) the fees paid in the prior twelve (12) months, or (ii) two hundred fifty thousand U.S. dollars (USD $250,000), unless a different amount is stated on the Order Form.
  4. The parties agree these limits are a fundamental basis of the bargain.

13. Insurance

During the Subscription Term, Frix will maintain insurance consistent with Cyber Liability Insurance, including commercial general liability and cyber/tech E&O at not less than the limits stated there (or on the Order Form). Certificates of Insurance are available on request under NDA.

14. Publicity

Neither party will issue a press release about the relationship without prior written consent, except that Frix may include Customer’s name and logo in customer lists and pitch materials unless Customer opts out by email to legal@frixlaw.com. Case studies require Customer’s prior written approval.

15. Non-solicitation

During the Subscription Term and for six (6) months thereafter, neither party will knowingly solicit for employment the other party’s employees who materially interacted under this Agreement, excluding general job postings.

16. Governing law and disputes

This MSA is governed by the laws of the State of Delaware, excluding conflict-of-law rules. Exclusive venue lies in the state or federal courts in Wilmington, Delaware. The prevailing party may recover reasonable attorneys’ fees if awarded by the court.

17. General

  1. Entire agreement. This MSA, Order Forms, DPA, and incorporated policies supersede prior agreements on the subject. Online Terms apply to topics not covered here unless they conflict—then this MSA and Order Form control.
  2. Amendments. Must be in writing and signed (including DocuSign) by both parties, except Frix may update policies with notice as stated therein where permitted.
  3. Assignment. Neither party may assign without consent, except to an affiliate or successor in a merger or sale of substantially all assets with notice.
  4. Force majeure. Neither party is liable for delays due to causes beyond reasonable control (excluding payment obligations).
  5. Notices. Formal notices to legal@frixlaw.com, and to Customer’s address on the Order Form.
  6. Independent contractors. Nothing creates a partnership or employment relationship.
  7. Counterparts. Electronic signatures are binding.

Signature block

By signing an Order Form that references this MSA, each party agrees to this MSA as of the Order Form Effective Date.

Provider (Frix Labs LLC)Customer
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