Table of Contents
Software as a Service MASTER SERVICE AGREEMENT
Provider: Cerebral Code, LLC (“Company”)
Customer: The entity or individual signing an Order Form or creating an account (“Customer”)
This Master Service Agreement (“Agreement”) governs the Customer’s access to and use of the Assessment Assistant (the “Product”). By accessing the Product, Customer agrees to these terms.
1. ACCESS AND USE
1.1 Grant of Access. Company grants Customer a non-exclusive, non-transferable right to access the Product for professional healthcare or educational assessment purposes.
1.2 "As-Is" Implementation. The Product is provided "as-is" for immediate use. Company does not provide custom onboarding, data migration, or professional implementation services unless specified in a separate Statement of Work.
1.3 Usage Restrictions. Customer shall not: (a) reverse-engineer or attempt to derive the source code of the Product; (b) resell or sub-license access; or (c) use the Product to create a competitive service.
2. SERVICE LEVEL AGREEMENT (SLA) & SUPPORT
2.1 Uptime Guarantee. Company will use commercially reasonable efforts to make the Product available with an Uptime of 99.9% during each monthly billing cycle.
2.2 Service Credits. If Company fails to meet the Uptime guarantee, Customer’s sole remedy is a Service Credit equal to 5% of the monthly fee for every 1% of downtime below the guarantee, capped at 25% of the monthly fee. Credits must be requested within 30 days of the incident.
2.3 Support. Company provides technical support via a ticketing system at support@assessmentassistant.app. Company aims to respond to all support requests within twenty-four (24) hours.
2.4 Maintenance. Company may perform periodic maintenance. While no fixed window is defined, Company will use reasonable efforts to perform maintenance during low-usage hours and provide advance notice via in-app banner for any expected downtime exceeding 15 minutes.
3. FEES AND PAYMENT
3.1 Pricing Changes. Company reserves the right to modify its pricing and fees at any time. For subscription-based accounts, price changes will take effect at the start of the next renewal term.
3.2 Payment Disputes. Customer must notify Company of any good-faith billing disputes within thirty (30) days of the invoice date. Uncontested fees not paid within this window are subject to a 1.5% monthly late fee and potential service suspension.
3.3 Taxes. All fees are exclusive of taxes. Customer is responsible for all sales, use, and value-added taxes associated with their purchase.
4. DATA AND INTELLECTUAL PROPERTY
4.1 Data Ownership. Customer retains all right, title, and interest in and to the PHI and PII entered into the Product ("Customer Data").
4.2 No AI/Machine Learning Training. Company explicitly agrees not to use Customer Data (even if de-identified or aggregated) to train artificial intelligence models, machine learning algorithms, or improve the Product’s underlying logic for other customers.
4.3 Feedback. If Customer provides suggestions or feedback, Company shall own all rights to such feedback and may implement it into the Product without compensation or attribution to Customer.
4.4 Data Export. Upon written request to support@assessmentassistant.app, Company will provide Customer with an export of their data in PDF format.
5. PRIVACY, SECURITY, AND AUDIT
5.1 HIPAA Compliance. All Protected Health Information (PHI) is governed by the Business Associate Agreement (BAA), which is incorporated here by reference. In the event of a conflict between this MSA and the BAA regarding PHI, the BAA shall prevail.
5.2 Audit Rights. Upon thirty (30) days' written notice, Customer may conduct a remote audit or request documentation to verify Company’s compliance with security and privacy obligations. Such audits are limited to once per calendar year.
6. INDEMNIFICATION AND INSURANCE
6.1 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Company from and against any claims, losses, or damages arising out of: (a) Customer’s misuse of the Product; (b) Customer’s violation of law (including HIPAA or FERPA); or (c) any dispute between Customer and their own patients/clients.
6.2 No Provider Indemnity. To the maximum extent permitted by law, Company provides no indemnification for third-party intellectual property infringement claims.
6.3 Insurance. Company shall maintain standard business insurance, including general liability and cyber liability insurance, in amounts appropriate for a startup of its size.
7. LIMITATION OF LIABILITY
7.1 Liability Cap. To the fullest extent permitted by law, Company’s total aggregate liability for any claim arising out of this Agreement—whether in contract, tort, or otherwise—is limited to the total amount paid by Customer to Company in the twelve (12) months preceding the event giving rise to the claim.
7.2 Exclusion of Damages. Company shall not be liable for any lost profits, loss of data, or indirect, consequential, or punitive damages.
8. TERM AND TERMINATION
8.1 Term. This Agreement begins on the Effective Date and continues until all subscriptions expire or are terminated.
8.2 Termination for Cause. Either party may terminate if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of notice.
8.3 Effect of Termination. Upon termination, Customer access is revoked. Company will retain data for the period required by law (6 years per the BAA) before permanent deletion.
9. GENERAL PROVISIONS
9.1 Marketing. Company shall not use Customer’s name or logo in marketing materials without prior written consent.
9.2 Governing Law. This Agreement is governed by the laws of the State of Colorado. Any legal action must be brought in the courts of Denver County, CO.
9.3 Entire Agreement. This MSA, the BAA, and the Privacy Policy constitute the entire agreement between the parties.