Effective January 1, 2026

Master Services Agreement

This Master Services Agreement ("MSA") is entered into between deverus, Inc., a Texas corporation ("deverus"), and the customer identified on an executed order form or online subscription ("Customer"). This MSA governs Customer's access to and use of the deverus Services. Capitalized terms have the meanings set forth herein.

1. Definitions

  • "Services" means deverus's Workflow AS, Verocity 2.0, related modules, APIs, integrations, and supporting professional services described in an Order Form.
  • "Order Form" means a written or electronic ordering document executed by the parties referencing this MSA, including online checkout flows.
  • "Customer Data" means any data, content, or information submitted by Customer or its end users to the Services.
  • "Documentation" means deverus's published user guides, technical documentation, and operating procedures for the Services.

2. License and Access

Subject to this MSA and Customer's payment of fees, deverus grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for Customer's internal CRA operations, in accordance with the Order Form and Documentation.

3. Customer Responsibilities

  • Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquired such data.
  • Customer will use the Services in accordance with the Fair Use Policy and applicable law, including the FCRA, state CRA laws, and applicable consumer protection regulations.
  • Customer will maintain the confidentiality of access credentials and is responsible for all activity under its accounts.

4. Fees and Payment

  • Customer will pay all fees set forth on the applicable Order Form. Fees are stated in U.S. dollars and exclude taxes, which are Customer's responsibility (other than deverus's net income taxes).
  • Unless otherwise stated, fees are billed monthly in advance and due net 15 days from invoice date.
  • Late payments accrue interest at 1.0% per month or the maximum rate permitted by law, whichever is lower. deverus may suspend Services for amounts more than 30 days past due, after written notice.
  • Role-based pricing tiers (Standard, Advanced, Complex) and one-time Role Deployment Fees are as set forth on the applicable Order Form or current published pricing.

5. Term and Termination

  • The initial term of each Order Form is set forth on the Order Form and renews for successive twelve (12) month periods unless either party provides at least thirty (30) days' written notice prior to renewal.
  • Either party may terminate for the other party's material breach if the breach is not cured within thirty (30) days after written notice.
  • Upon termination, Customer's right to access the Services ends. Customer may request export of Customer Data for up to thirty (30) days following termination.

6. Confidentiality

Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, and not less than a reasonable standard of care. Confidential Information may be disclosed only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations.

7. Data Protection

deverus's processing of personal data on behalf of Customer is governed by the Data Processing Addendum (DPA), which is incorporated by reference. To the extent of any conflict between this MSA and the DPA with respect to processing of personal data, the DPA controls.

8. Warranties and Disclaimers

  • Each party represents that it has the authority to enter into this MSA.
  • deverus warrants that the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is, at deverus's option, repair of the Services or termination of the affected Order Form with a pro-rata refund of prepaid, unused fees.
  • EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS," AND DEVERUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

  • EXCEPT FOR LIABILITY ARISING FROM (A) BREACH OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE.
  • EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS MSA WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DEVERUS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

  • deverus will defend Customer against any third-party claim that the Services, as provided and used in accordance with this MSA, infringe a U.S. patent, copyright, or trademark, and will indemnify Customer for resulting damages awarded by a court or paid in settlement.
  • Customer will defend deverus against any third-party claim arising from Customer Data or Customer's use of the Services in violation of this MSA, the Fair Use Policy, or applicable law, and will indemnify deverus for resulting damages.

11. Governing Law and Disputes

This MSA is governed by the laws of the State of Texas, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas for any disputes not subject to arbitration.

12. General

This MSA, together with the Fair Use Policy, the DPA, and all Order Forms, constitutes the entire agreement between the parties regarding the Services and supersedes prior agreements. No modification is effective unless in writing and signed by authorized representatives. Neither party may assign this MSA without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

13. Contact

Notices to deverus should be sent to: deverus, Inc., 4833 Spicewood Springs Rd., Suite 102, Austin, TX 78759, attention: Legal. Email: legal@deverus.com.

Questions? Contact us at legal@deverus.com.

Privacy PolicyFair Use PolicyMaster Services AgreementData Processing Addendum