Last updated: 9/9/2025
This Master Subscription Agreement (the “MSA”) governs the provision of Espresso Labs Services, and Customer’s use thereof, pursuant to an Order Form executed between Espresso Labs, Inc. (“Espresso Labs”) and you (“Client”). By executing an Order Form that incorporates this MSA by reference, Client agrees to the terms of this MSA. The Parties may add Order Forms from time to time during the Term. Together, the MSA, any applicable Order Form(s) and/or SOW(s), the SLA and any addenda hereto constitute the “Agreement.” Capitalized terms used but not defined in this Section are defined below. The individual signing the Agreement on behalf of Client represents that they have the authority to bind Client.
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2. “Authorized User” means an employee, contractor, or agent of Customer who is authorized to use the Services under this Agreement.
1.3. “Documentation” means the user manuals, technical manuals, and any other materials provided by Espresso Labs describing the use and operation of the Services.
1.4. “Order Form” means a document executed by both parties that specifies the number of licenses, duration, fees, and any additional terms.
1.5. “Services” means the SaaS services and related support provided by Espresso Labs as described in Exhibit A.
1.6. “Software” means the proprietary software provided by Espresso Labs as part of the Services.
1.7. “Customer Data” means all data, information, and materials uploaded, provided, or submitted by Customer or its Authorized Users to the Services.
2.1. Provision of Services. Subject to the terms and conditions of this Agreement, Espresso Labs will provide Customer with access to the Services as described in Exhibit A.
2.2. License Grant. Espresso Labs grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for the number of licenses and duration specified in the Order Form.
2.3 Changes to Espresso Labs Services. Espresso Labs may modify the Services from time to time, including by adding, updating, or removing features or functionality. Espresso Labs will not materially decrease the overall functionality of the Espresso Labs Services during the Term.
2.4. Restrictions. Customer shall not (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; (b) modify, translate, or create derivative works based on the Services; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services; or (d) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party.
2.5. Reservation of Rights. All rights not expressly granted to Customer are reserved by Espresso Labs.
3.1. Compliance. Customer shall use the Services in compliance with all applicable laws and regulations.
3.2. Account Security. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.
3.3. Prohibited Activities. Customer shall not use the Services to: (a) infringe the intellectual property rights of any third party; (b) transmit unlawful, infringing, or harmful data; or (c) disrupt or interfere with the integrity or performance of the Services.
4.1. Fees. Customer shall pay Espresso Labs the fees specified in each Order Form.
4.2. Invoicing and Payment. Unless otherwise stated in the Order Form, all fees are due within thirty (30) days of invoice date.
4.3. Late Payment. Late payments are subject to a charge of 1.5% per month or the maximum rate permitted by law, whichever is less.
4.4. Taxes. Fees do not include taxes. Customer is responsible for all applicable taxes, except for taxes based on Espresso Labs’ net income.
5.1. Term; Auto-Renewal. This Agreement commences on the Effective Date and continues for the initial term specified in the Order Form. Upon expiration of the initial term, this Agreement and any active Order Forms will automatically renew for successive renewal terms of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
5.2. Termination for Cause. Either party may terminate this Agreement or any Order Form for material breach if such breach is not cured within thirty (30) days after written notice.
5.3. Effect of Termination. Upon termination, Customer’s right to access the Services will immediately cease, and Customer shall pay all outstanding fees.
5.4. Survival. Sections 2.3, 4, 6, 7, 8, 9, and 10 shall survive termination.
6.1. Confidential Information. Each party agrees to protect the other party’s confidential information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
6.2. Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party’s Confidential Information; or (d) is required to be disclosed by law.
7.1. Ownership. Espresso Labs retains all right, title, and interest in and to the Services, Software, Documentation, and all related intellectual property rights.
7.2. Customer Data. Customer retains all right, title, and interest in and to Customer Data.
7.3. Feedback. Any feedback provided by Customer may be used by Espresso Labs without restriction or obligation.
8.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
8.2. Espresso Labs Warranties. Espresso Labs warrants that the Services will materially conform to the Documentation.
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND ESPRESSO LABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.1. By Espresso Labs. Espresso Labs shall defend and indemnify Customer against any third-party claims that the Services infringe any U.S. patent, copyright, or trademark, provided Customer promptly notifies Espresso Labs and cooperates in the defense.
9.2. By Customer. Customer shall defend and indemnify Espresso Labs against any third-party claims arising from Customer’s use of the Services in violation of this Agreement or applicable law.
10.1. Limitation. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
10.2. Cap. EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY, INDEMNIFICATION, OR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ESPRESSO LABS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11.1. Security. Espresso Labs will implement reasonable and appropriate technical and organizational measures to protect Customer Data.
11.2. Data Processing. To the extent Espresso Labs processes personal data on behalf of Customer, the parties shall comply with applicable data protection laws and execute a Data Processing Addendum if required.
12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
12.2. Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in California, and the parties consent to exclusive jurisdiction and venue therein.
12.3. Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets.
12.4. Notices. All notices must be in writing and delivered to the addresses set forth above.
12.5 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, and upon the occurrence of any of the foregoing, the non-performing party will be excused from further performance of its obligations caused by such event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
12.6. Entire Agreement. This Agreement, including all exhibits and Order Forms, constitutes the entire agreement between the parties.
12.7. Amendment; Waiver. Any amendment must be in writing and signed by both parties. No waiver shall be effective unless in writing.
12.8. Severability. If any provision is found invalid, the remainder shall remain in effect.
Espresso Labs will provide the following services to Customer:
The following services are not included in the standard subscription but are available for an additional fee as specified in the applicable Order Form: