DRAFT TEMPLATE, counsel-pending review
This document is a structural draft for investor data-room visibility.
Outside counsel will finalize all binding language.
Do not execute without counsel review.
MASTER SERVICES AGREEMENT (MSA)
Provider: Rōvn, Inc. ("Rōvn") Customer: Entity named on the applicable Order Form ("Customer") Jurisdiction: State of Delaware Effective Date: Date of the first executed Order Form Version: Draft v0.1 · 2026-05-14
1. DEFINITIONS
1.1 "Affiliate" means an entity controlling, controlled by, or under common control with a party.
1.2 "Customer Data" means data submitted by or on behalf of Customer to the services, including worker profiles, application records, and uploaded documents.
1.3 "Documentation" means the user and technical guides Rōvn provides for the services.
1.4 "Order Form" means a Rōvn-issued ordering document referencing this MSA, signed by both parties.
1.5 "Services" means the Rōvn Passport, facility workflow layer, and Verified API offerings as described in the applicable Order Form.
1.6 "Subscription Term" means the term specified on the Order Form.
2. SERVICES
2.1 Provision. Rōvn provides the Services to Customer per the applicable Order Form, this MSA, the BAA (if applicable), and the DPA.
2.2 Documentation. Customer's use of the Services is in accordance with the Documentation.
2.3 Updates. Rōvn may update the Services; material reductions in core functionality communicated with reasonable notice.
3. ORDER FORMS
3.1 Each Order Form specifies the Services purchased, fees, Subscription Term, and any product-specific terms.
3.2 Multiple Order Forms may be in effect concurrently. Each is independent.
3.3 The MSA governs all Order Forms unless an Order Form explicitly states otherwise (in which case the deviating term applies only to that Order Form).
4. FEES AND PAYMENT
4.1 Fees. Fees are stated on the Order Form, typically billed annually in advance.
4.2 Payment Terms. Invoices due net thirty (30) days from invoice date.
4.3 Taxes. Fees exclusive of taxes; Customer responsible for applicable sales, use, VAT, or similar taxes (excluding Rōvn income taxes).
4.4 Late Payment. Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law.
4.5 Disputes. Customer must dispute invoices in good faith in writing within thirty (30) days; undisputed amounts must be paid timely.
4.6 Suspension. Rōvn may suspend Services for non-payment after fifteen (15) days' notice and opportunity to cure.
5. TERM AND RENEWAL
5.1 MSA Term. The MSA term begins on the Effective Date and continues until terminated per Section 12.
5.2 Subscription Term. Each Order Form has its own Subscription Term as specified.
5.3 Renewal. Order Forms auto-renew for successive terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date.
5.4 Price Changes. Rōvn may change renewal pricing on at least sixty (60) days' notice before the renewal date.
6. SERVICE LEVELS
6.1 Pre-Launch Posture. Rōvn is currently pre-launchStage03.1 Company Overview · pre-launch by design, zero paying customers, zero signed pilots or design partners. No binding service-level commitments apply prior to the announced general-availability launch.
6.2 Best-Effort. Rōvn uses commercially reasonable efforts to maintain availability and performance during the pre-launchStage03.1 Company Overview · pre-launch by design, zero paying customers, zero signed pilots or design partners period.
6.3 Post-Launch SLA. On general-availability launch, Rōvn shall publish an SLA (e.g., 99.5% monthly uptime target) with defined service credit remedies, which will be incorporated by reference into Order Forms executed after the SLA effective date.
7. CUSTOMER DATA
7.1 Ownership. Customer retains ownership of Customer Data.
7.2 Access. Customer may access and export Customer Data at any time during the Subscription Term.
7.3 Portability. On termination, Rōvn provides export tools for ninety (90) days, after which Customer Data is deleted per the DPA and Privacy Policy.
7.4 Processing. Rōvn processes Customer Data per the DPA and, where PHI is involved, the BAA.
8. CONFIDENTIALITY
8.1 Confidential Information. Each party will protect the other's Confidential Information with reasonable care.
8.2 Use. Use Confidential Information only for purposes of this MSA.
8.3 Survival. Confidentiality obligations survive for three (3) years post-termination, perpetually for trade secrets.
8.4 Exclusions. Standard exclusions for public information, independent development, and lawful third-party receipt.
9. INTELLECTUAL PROPERTY
9.1 Rōvn IP. Rōvn retains all right, title, and interest in the Services, Documentation, and underlying intellectual property. No transfer of Rōvn IP is implied.
9.2 Customer IP. Customer retains all right, title, and interest in Customer Data and Customer-provided materials.
9.3 Feedback License. Customer grants Rōvn a perpetual, royalty-free, non-exclusive license to use feedback to improve the Services.
9.4 Aggregated Data. Rōvn may compile aggregated, de-identified data from the Services for benchmarking, research, and service improvement. Aggregated data does not identify Customer or Customer's workers.
10. WARRANTIES AND REMEDIES
10.1 Mutual. Each party warrants it has authority to execute and perform.
10.2 Services Warranty. Rōvn warrants the Services will materially conform to the Documentation. Customer's exclusive remedy is repair, replacement, or, at Rōvn's option, refund of fees for the non-conforming period.
10.3 Disclaimers. Except as expressly stated, Services provided "AS IS." No medical decision-making warranty. No warranty regarding third-party authoritative sources.
11. INDEMNIFICATION
11.1 Rōvn Indemnification. Rōvn indemnifies Customer against third-party claims that the Services infringe a third-party intellectual property right when used in accordance with this MSA. Remedies: modify, license, or terminate-and-refund.
11.2 Customer Indemnification. Customer indemnifies Rōvn against third-party claims arising from (a) Customer Data, (b) Customer's misuse of the Services, or (c) Customer's breach of representations.
11.3 Process. Indemnifying party controls defense; indemnified party provides notice and cooperation.
11.4 Exclusive Remedy. Section 11 states the parties' sole and exclusive remedy for third-party claims.
12. LIMITATION OF LIABILITY
12.1 Cap. Each party's aggregate liability under this MSA is capped at the fees Customer paid in the twelve (12) months preceding the claim.
12.2 Excluded Damages. No party liable for indirect, incidental, consequential, special, or punitive damages, including lost profits.
12.3 Carve-Outs. Caps and exclusions do not apply to: (a) gross negligence or willful misconduct, (b) confidentiality breaches, (c) indemnification obligations, or (d) HIPAA/PHI obligations under the BAA.
13. INSURANCE
13.1 Rōvn maintains insurance appropriate for a healthcare-vertical technology provider: - Errors and Omissions (E&O) / Tech Professional Liability: ≥$2M per claim. - Cyber Liability: ≥$2M per claim. - General Commercial Liability: per industry standards. - Workers' Compensation: as required by law.
13.2 On reasonable request, Rōvn provides certificates of insurance.
14. TERMINATION
14.1 For Cause. Either party may terminate for material breach uncured for thirty (30) days after written notice.
14.2 For Convenience. Unless the Order Form provides otherwise, Subscription Terms cannot be terminated for convenience mid-term. Customer may opt against renewal per Section 5.
14.3 Insolvency. Either party may terminate immediately on the other's insolvency or assignment for benefit of creditors.
14.4 Effect. - Customer pays all fees accrued through the termination date. - Rōvn provides export tools for Customer Data for ninety (90) days. - Surviving provisions: Sections 7 (per DPA), 8, 9, 11, 12, 14, 15, 16.
15. FORCE MAJEURE
15.1 Neither party liable for delays caused by events beyond reasonable control (natural disasters, war, public-health emergencies, government acts, internet failures), provided the affected party uses reasonable efforts to mitigate.
16. GENERAL
16.1 Notices. Notices must be in writing to the addresses on the Order Form. Email permitted for routine notices; certified mail or recognized courier for legal notices.
16.2 Assignment. Customer may not assign without Rōvn's consent (not unreasonably withheld). Rōvn may assign in connection with a merger, sale, or reorganization.
16.3 Governing Law. This MSA is governed by Delaware law without regard to conflicts principles.
16.4 Venue. Disputes subject to the dispute resolution provisions of the Terms of Service incorporated herein (binding arbitration in Delaware), except either party may seek injunctive relief in Delaware courts for IP or confidentiality breaches.
16.5 Entire Agreement. This MSA, plus Order Forms, BAA, DPA, and Documentation, constitute the entire agreement.
16.6 Order of Precedence. BAA > DPA > Order Form > MSA > Documentation.
16.7 Independent Contractors. Parties are independent contractors; no joint venture, partnership, or agency.
16.8 No Waiver. Failure to enforce is not a waiver.
16.9 Severability. Invalid provisions reformed.
16.10 Counterparts. May be executed in counterparts including electronic signatures.
16.11 Publicity. Neither party may issue press releases or use the other's name without consent. Customer agrees Rōvn may identify Customer (logo and name) in a customer list, subject to opt-out.
End of Draft v0.1 · 2026-05-14 Outside counsel review required prior to execution. Order Form template separate.