Master Services Agreement
What this is: A plain-language Master Services Agreement (MSA) template. Customers who need a signed contract before going live can sign this one, or send us their own to review. For most customers, our Terms of Service are the contract — you accept them when you sign up.
This Master Services Agreement ("Agreement") is entered into between CollectorBench LLC, a Florida limited liability company ("CollectorBench") and the customer identified in the Order Form ("Customer"). It is effective on the date Customer signs the Order Form (the "Effective Date").
1. Services
CollectorBench will provide the Customer with access to the CollectorBench software ("Service") in accordance with the Order Form and the Terms of Service posted at collectorbench.com (the "Terms"), which are incorporated by reference. In the event of conflict, this Agreement controls, then the Order Form, then the Terms.
2. Scope of data
The Service is designed to store only the following information about donors: donor name, employer name, reason for test, donor signature, and check-in timestamp. Customer agrees not to upload Social Security numbers, dates of birth, medical results, lab data, or protected health information (PHI). The parties agree the Service is not subject to HIPAA because no PHI is exchanged, and no Business Associate Agreement is required.
3. Roles and responsibilities
- Customer is the custodian of records for all data entered into the Service, including under 49 CFR §40.333 and any other applicable retention rule.
- CollectorBench is a software vendor only. It is not a C/TPA, MRO, SAP, laboratory, or DOT service agent. It makes no medical, regulatory, or testing decisions.
- Customer is responsible for the accuracy of data it enters, for obtaining any donor consents, and for operating its clinic in compliance with applicable law.
4. Fees
Customer will pay the fees set forth in the Order Form. Fees are billed monthly in advance unless the Order Form specifies otherwise. Fees are non-refundable except as set forth in our Refund Policy.
5. Term and termination
This Agreement begins on the Effective Date and continues month-to-month until either party terminates with 30 days' written notice. Either party may terminate immediately for material breach not cured within 15 days of written notice.
6. Data export and deletion
Customer may export its data from the Service at any time in CSV or PDF format. On termination, Customer may export its data for 30 days, after which CollectorBench may delete it. CollectorBench will delete Customer Data sooner on written request.
7. Confidentiality
Each party will protect the other's confidential information with the same care it uses for its own, and at minimum reasonable care. Customer Data is Customer's confidential information.
8. Security
CollectorBench will maintain the security measures described in its Security Overview, which it may update from time to time, provided that no update will materially reduce protection.
9. Incident notification
CollectorBench will notify Customer in writing within 72 hours of confirming a security incident that affects Customer Data, including a description of the incident, the data affected, and remediation steps.
10. Warranties and disclaimers
CollectorBench warrants that it will provide the Service in a workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
11. Limitation of liability
EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
12. Indemnification
Customer will defend, indemnify, and hold CollectorBench harmless from any third-party claim arising from (a) Customer's use of the Service in violation of this Agreement, (b) Customer Data, or (c) Customer's violation of law. CollectorBench will defend, indemnify, and hold Customer harmless from any third-party claim that the Service, when used as authorized, infringes a US intellectual property right.
13. Governing law
This Agreement is governed by the laws of the State of Florida. The exclusive venue for any dispute is the state or federal courts in Miami-Dade County, Florida.
14. Entire agreement
This Agreement, the Order Form, and the Terms are the entire agreement between the parties and supersede any prior agreements on the same subject. Amendments must be in writing and signed by both parties.
Signatures
- CollectorBench LLC
- By: ____________________________
Name:
Title:
Date: - Customer
- By: ____________________________
Name:
Title:
Date:
This template is provided for convenience. It is not legal advice. Customers should have their own counsel review before signing.