Version 2.1 · Last Revision: August 13, 2026
This Master Service Agreement ("Agreement") is entered into between RFS LLC, a Wyoming limited liability company doing business as RoboSystems ("Provider"), and the customer identified on an Order Form that incorporates this Agreement ("Customer"), and is effective as of the Effective Date of that Order Form. If Customer and Provider have executed a written master service agreement covering the Services, that executed agreement governs in place of this one.
Provider may post updated versions of this Agreement from time to time; the version in effect on the Effective Date of an Order Form continues to govern that Order Form for its term. Self-serve use of the platform without an Order Form is governed by the publicly available Terms of Service, not by this Agreement.
1.1 Provider will make available the RoboSystems platform services described in one or more mutually executed order forms (each an "Order Form"), together with related support ("Services"). Each Order Form incorporates this Agreement and exactly one Service Schedule, which states the delivery mode and its specific terms.
1.2 Order of precedence, highest first: the Order Form; the applicable Service Schedule; this Agreement; any incorporated addendum.
1.3 Provider contracts as the sole counterparty. Provider may perform its obligations through affiliates or subcontractors under a management or services agreement and remains responsible for their performance.
1.4 Affiliate professional services. Provider's affiliate, Harbinger Consultants LLC (doing business as Harbinger FinLab), separately offers professional services — including integration development, forward-deployed engineering, and advisory services — under its own agreement with Customer. Those services are not Services under this Agreement, Provider is not responsible for their performance, and they are outside the scope of the examination described in Section 7.3, which covers only environments Provider operates. This Section 1.4 addresses services sold by the affiliate in its own name; Section 1.3 addresses the different case in which Provider performs its own obligations through affiliates.
Customer may access and use the Services during the subscription term for its internal business purposes, subject to this Agreement and usage parameters in the Order Form. Customer is responsible for its users' compliance, for maintaining the confidentiality of credentials and API keys issued to it, and for the accuracy and lawfulness of data it submits. Customer will not reverse engineer the Services (except as permitted by law or by open-source licenses applicable to Provider's published code), resell access or provide access to third parties except as expressly agreed in an Order Form, use the Services to violate law or third-party rights, or attempt to circumvent security controls or access another tenant's data.
Customer will pay the fees stated in the Order Form. Fees are invoiced in advance at the billing frequency stated in the Order Form (monthly, where the Order Form does not state one), are due within thirty (30) days of invoice, and are non-refundable except as expressly provided in this Agreement. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Fees exclude taxes; Customer is responsible for applicable taxes other than Provider's income taxes. Where a Service Schedule provides for pass-through of third-party infrastructure costs, those amounts are invoiced at Provider's actual cost without markup, with supporting detail available on request.
This Agreement runs from the Effective Date until all Order Forms expire or terminate. Either party may terminate this Agreement or an Order Form for material breach uncured within thirty (30) days of written notice, or immediately if the other party becomes insolvent. Upon termination, Customer's access ends and unpaid fees for the remainder of a committed term become due, except where Customer terminates for Provider's uncured material breach, in which case Provider refunds prepaid fees for the unused portion of the term.
Customer retains all right, title, and interest in data submitted to the Services by or for Customer ("Customer Data"). Customer grants Provider a limited license to host, process, transmit, and display Customer Data solely to provide and support the Services. Provider will not sell Customer Data or use it for purposes other than providing the Services, improving the Services in aggregate/de-identified form, and complying with law. Upon written request within sixty (60) days after termination, Provider will make Customer Data available for export in a standard format; thereafter Provider will delete Customer Data from active systems within sixty (60) days per its Data Management Policy, with residual copies in encrypted backups expiring on the backup retention schedule.
5.1 Export completeness. Provider maintains programmatic read access to Customer Data through its published APIs sufficient for Customer to extract its own records without Provider assistance. Credentials that Provider holds in encrypted form for Customer's connected third-party systems are not extractable by design; re-authorization of those connections is Customer's responsibility on any migration.
Each party will protect the other's Confidential Information with no less than reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and advisors bound by confidentiality obligations at least as protective, or as required by law with prompt notice where lawful. Confidential Information excludes information that is public without breach, independently developed, rightfully received from a third party, or already known. These obligations survive termination for five (5) years, and indefinitely for trade secrets.
7.1 Security program. Provider will maintain a written information security program with administrative, technical, and physical safeguards appropriate to the nature of Customer Data, including encryption of data in transit and at rest, least-privilege access controls, continuous vulnerability monitoring, and logging. Provider's current practices are described at its public security page.
7.2 Incident notification. Provider will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident involving unauthorized access to Customer Data, and will provide information reasonably required for Customer's own notification obligations. Where the parties execute a Data Processing Addendum, it is incorporated into this Agreement.
7.3 Attestation scope. Provider maintains a SOC 2 Type II examination covering the environments Provider operates, and will make the report available to Customer under confidentiality obligations, no more than once annually and upon reasonable request. The report covers only environments operated by Provider. It does not cover, and Customer may not represent that it covers, any environment operated by Customer or a third party, including any deployment of Provider's open-source software in infrastructure Customer controls. Where an environment is transferred to Customer under a Service Schedule, Provider's attestation coverage of that environment ends on the transfer date.
7.4 Complementary customer controls. Provider's attestation assumes Customer performs the controls set out in Exhibit 1, which correspond to the complementary user entity controls stated in Provider's system description. Customer's failure to perform them may prevent Provider's control objectives from being met as to Customer.
7.5 Security releases. Provider may apply security-related updates to environments it operates at any time, without prior notice where delay would increase risk, and will notify Customer promptly thereafter. Where a Service Schedule provides for Customer-scheduled upgrades, that provision does not apply to security releases.
Each party warrants it has authority to enter this Agreement. Provider warrants the Services will perform materially as described in the applicable documentation and that support will be provided in a professional manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES DO NOT CONSTITUTE ACCOUNTING, TAX, LEGAL, OR INVESTMENT ADVICE; PROFESSIONAL JUDGMENT REMAINS THE RESPONSIBILITY OF CUSTOMER AND ITS ADVISORS.
Provider will defend Customer against third-party claims that the Services, as provided, infringe a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded, provided Customer gives prompt notice, control of the defense, and reasonable cooperation; Provider may modify or replace the Services or terminate the affected Order Form with a pro-rata refund if infringement is claimed. Customer will defend Provider against third-party claims arising from Customer Data or Customer's use of the Services in violation of this Agreement or law, on the same conditions.
EXCEPT FOR BREACH OF SECTION 6, INDEMNIFICATION OBLIGATIONS, OR A PARTY'S WILLFUL MISCONDUCT: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA; AND (B) EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Neither party will use the other's name or marks in publicity without prior written consent, except that Provider may identify Customer in a customer list following Customer's written approval. Neither party will characterize the other's compliance posture inaccurately; Section 7.3 governs statements about attestation scope.
Provider publishes core platform software under the Apache License 2.0. Nothing in this Agreement limits rights Customer holds under that license, and nothing in that license creates obligations for Provider beyond its terms — in particular, software obtained under it is provided without warranty or support except as separately agreed. Services provided under this Agreement are distinct from, and additional to, the rights granted by that license. Customer's operation of the software in its own infrastructure is not governed by this Agreement; support of such deployments is available from Provider's affiliate under a separate professional services agreement per Section 1.4.
Neither party may assign this Agreement without the other's consent, except to a successor in a merger, reorganization, or sale of substantially all assets. Notices must be in writing to the addresses on the Order Form. Neither party is liable for delay caused by events beyond its reasonable control. This Agreement is governed by the laws of the State of Wyoming, excluding conflict-of-law rules; exclusive venue lies in the state or federal courts located in Laramie County, Wyoming. Order Forms incorporating this Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original. This Agreement, with its Order Forms, Service Schedules, Exhibits, and incorporated addenda, is the entire agreement and supersedes prior discussions; amendments must be in writing signed by both parties.
Applies where the Order Form designates the Managed Platform delivery mode.
A.1 Description. Provider operates the platform as a multi-tenant service in Provider's production environment. Customer accesses it over HTTPS and holds no infrastructure credentials. Customer Data is logically isolated from other customers' data through dedicated per-customer graph databases and schema-level separation in relational stores.
A.2 Fees. Subscription fees per the Order Form, based on the plan, tier, and usage parameters stated there.
A.3 Availability and support. Support channels, coverage hours, and target response times are stated in the Order Form. Provider provides the Services with commercially reasonable efforts toward continuous availability; a quantified availability commitment and any associated service-credit remedy apply only if and as expressly stated in the Order Form.
A.4 Changes. Provider may update the Services, and will not materially reduce core functionality during a paid term without notice. Provider notifies Customer of critical system changes that may affect Customer's processing.
A.5 Attestation. The Managed Platform is within the scope of Provider's SOC 2 examination. Section 7.3 governs.
Applies where the Order Form designates the Customer-Dedicated Deployment Account delivery mode.
B.1 Description. Provider provisions and operates a cloud account dedicated to Customer within Provider's cloud organization ("Deployment Account"), reachable at a Provider-managed subdomain or through private access as stated in the Order Form. The Deployment Account runs the same platform software, security baseline, detective controls, and change-management pipeline as Provider's production environment.
B.2 Ownership and operation. Provider owns and operates the Deployment Account during the term. Customer does not hold root credentials, administrative credentials, or any write or execute access to the Deployment Account. This allocation is a condition of Provider's operation and attestation of the account, not a limitation of Customer's rights in Customer Data, which are governed by Section 5.
B.3 Customer visibility. Provider will grant Customer read-only access as stated in the Order Form, which may include a scoped read-only cross-account role, monitoring and log access, and Customer's own cost and usage data. Access is federated from Customer's identity provider; Provider does not create standing individual credentials for Customer personnel. Requests for administrative action are served through Provider's documented, time-boxed, logged break-glass procedure.
B.4 Fees. (a) Cloud infrastructure costs, passed through at Provider's actual cost per Section 3; (b) a support and operations fee as stated in the Order Form; (c) an annual platform fee as stated in the Order Form; and (d) any separately quoted integration development. Provider does not apply enterprise discount or savings-plan sharing to the Deployment Account, so pass-through amounts reflect Customer's own consumption.
B.5 Releases and upgrades. Provider deploys pinned platform releases to the Deployment Account on a schedule agreed with Customer. Security releases are exempt from that schedule and are applied by Provider across all deployment accounts within thirty (30) days of publication, per Section 7.5, and sooner where the severity warrants. Customer will designate a technical contact able to receive and acknowledge such deployments.
B.6 Change management. All changes to the Deployment Account are made through Provider's controlled pipeline. Customer will not deploy, modify, or operate infrastructure in the Deployment Account outside that pipeline. Customer-specific integrations are developed and operated outside the Deployment Account and interact with the platform through published APIs; they are governed by a separate statement of work where Provider builds or hosts them.
B.7 Attestation. The Deployment Account is within the scope of Provider's SOC 2 examination for so long as Provider operates it and it remains within Provider's cloud organization. Sections 7.3 and 7.4 govern; Exhibit 1 Section 2 applies in addition to Section 1.
B.8 Account Transfer. Customer may request transfer of the Deployment Account to Customer's ownership at any time on written notice.
(a) Notice. Customer will give thirty (30) days' written notice of a transfer request. Service continues and is invoiced normally throughout the notice period, during which the parties execute the transfer.
(b) Engagement fee. Provider will execute the transfer as a fixed-price service engagement at a fee equal to one (1) month of the support and operations fee then in effect, invoiced on initiation and in addition to fees for the notice-period month of service. This fee compensates Provider for the work of executing the transfer, which is separate from and additional to operating the Services; it is not an early-termination charge, and Customer's right to transfer is not conditioned on renewal or continued purchase of any service.
(c) Timing. Provider will initiate the transfer within five (5) business days of notice and complete it within fifteen (15) business days of Customer satisfying the prerequisites in (d) below. Where Customer supplies the prerequisites promptly, the transfer completes within the notice period; delay in supplying them extends completion correspondingly.
(d) Customer prerequisites. Customer will provide a root email address it controls, a payment method and cloud support plan election, a source repository under Customer's control, a target domain with DNS control, and its own developer account for any third-party integrations in use.
(e) Included scope. Provider's fee covers: final backups and snapshots; re-pointing deployment identity to Customer's repository; domain migration; revocation of all Provider access paths including rotation of all secrets in the account; removal of the account from Provider's cloud organization; and delivery of an evidence bundle documenting the foregoing.
(f) Excluded scope. Customer-side work, including configuration of Customer's own source control and DNS, and re-authorization of end-client connections to third-party accounting systems (necessary because connection credentials are non-extractable by design per Section 5.1), is Customer's responsibility or separately quoted.
(g) Effect. On the transfer date: Provider's attestation coverage of the account ends; Provider ceases all operation, monitoring, backup, and security responsibility for the account; and Customer assumes all such responsibility. Provider will deliver written confirmation of the coverage end date. Support may terminate or convert to support of a customer-operated deployment under a professional services agreement per Section 1.4.
(h) Cloud-provider cooperation. Transfer of the Deployment Account is subject to the cloud provider's customer agreement and the account-transfer mechanisms it permits. The parties will cooperate in good faith to complete the transfer through those mechanisms, including changes to the account's root contact, billing, and support arrangements.
These correspond to the complementary user entity controls in Provider's system description. Section 7.4 governs their effect.
1. All customers. Customer will: (a) safeguard account credentials and API keys and rotate them promptly on suspected compromise; (b) authorize and periodically review users it invites to its organization and graphs; (c) ensure the accuracy and lawful provenance of data it connects or uploads; (d) maintain the security of its own connected systems, including credentials for third-party accounting systems; and (e) promptly report suspected security issues through Provider's published channels.
2. Customers with a Deployment Account (Schedule B). Customer will additionally: (f) operate the identity provider used for federated access, including multi-factor authentication and timely joiner, mover, and leaver processing; (g) notify Provider of personnel changes affecting access grants and participate in periodic access reviews covering its roles; (h) request administrative elevation solely through the documented break-glass procedure and neither seek nor retain standing write or execute access; (i) designate a technical contact able to receive and acknowledge security releases within the agreed timeframe; and (j) refrain from deploying, modifying, or operating infrastructure in the Deployment Account outside Provider's change-management pipeline.