MASTER SERVICES AGREEMENT
Last Updated: May 8, 2026
This Master Services Agreement ("Agreement") is entered into between 616 Solutions LLC, aanOhio limited liability company ("616 Solutions" or "Vendor"), and the client identified in the applicable Statement of Work ("Client)."
Applicability. These terms apply to all engagements between 616 Solutions and its clients by default. Any specific provision of this Agreement may be modified, supplemented, or superseded by an executed Statement of Work that expressly identifies the provision being modified. In the absence of such express modification in an SOW, these terms govern.
1. Services
616 Solutions will perform the services described in one or more Statements of Work ("SOW") executed by both parties and incorporated herein. Each SOW is subject to the terms of this Agreement. In the event of a conflict between this Agreement and an SOW, this Agreement controls unless the SOW expressly states that it supersedes a specific provision.
2. Fees and Payment
2.1 Fees. Client will pay 616 Solutions the fees set forth in each SOW. Fixed fees are not subject to adjustment based on actual hours worked. Hourly fees are billed monthly based on actual hours logged and reported.
2.2 Payment Terms. Invoices are due within 15 days of issuance. Late payments accrue interest at 1.5% per month (18% per annum) from the due date until paid in full.
2.3 Expenses. Client will reimburse 616 Solutions for pre-approved out-of-pocket expenses (travel, hardware, third-party licenses) within 15 days of invoice. Expenses exceeding $500 require prior written approval.
2.4 Disputed Invoices. Client must notify 616 Solutions in writing of any disputed amount within 10 days of receiving an invoice. Undisputed amounts remain due on the original payment schedule. The parties will resolve disputes in good faith within 20 days.
2.5 Suspension. If any undisputed payment is more than 30 days past due, 616 Solutions may suspend services upon 5 business days written notice and without liability to Client until payment is received.
3. Client Responsibilities
3.1 Access and Cooperation. Client will provide 616 Solutions with timely access to personnel, systems, data, and environments reasonably necessary to perform the services. Delays caused by Client unavailability may extend timelines and, at 616 Solutions' discretion, may result in a Change Order adjusting fees.
3.2 Data Accuracy. Client is responsible for the accuracy, completeness, and legality of all data it provides. 616 Solutions is not liable for errors in deliverables caused by inaccurate or incomplete Client-provided data.
3.3 Decision Authority. Client will designate a primary point of contact with authority to make decisions on behalf of Client throughout the engagement.
3.4 Third-Party Licenses. Client is responsible for procuring and maintaining any third-party software licenses required for the engagement (including Odoo licenses), unless otherwise specified in an SOW.
4. Intellectual Property
4.1 Pre-Existing IP. Each party retains ownership of its pre-existing intellectual property. Nothing in this Agreement transfers ownership of either party's pre-existing IP.
4.2 Deliverables. Upon receipt of full payment, 616 Solutions assigns to Client all rights, title, and interest in custom deliverables created solely for Client under an SOW ("Custom Deliverables"), excluding any 616 Solutions proprietary tools, frameworks, methodologies, or pre-existing components incorporated therein ("616 IP").
4.3 License to 616 IP. To the extent any 616 IP is incorporated into a Custom Deliverable, 616 Solutions grants Client a perpetual, non-exclusive, royalty-free license to use that 616 IP solely as incorporated in the Custom Deliverable.
4.4 Odoo Platform. The Odoo platform and all standard Odoo modules are governed by their respective open-source license (LGPL v3 for community modules; Odoo Enterprise Agreement for enterprise modules). This Agreement does not modify those terms.
5. Confidentiality
5.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the context of disclosure.
5.2 Obligations. Each party will (a) hold the other's Confidential Information in strict confidence using at least the same care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform or receive services under this Agreement; and (c) disclose Confidential Information only to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.
5.3 Exceptions. Obligations do not apply to information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and cooperates with the disclosing party's efforts to limit disclosure.
5.4 Duration. Confidentiality obligations survive termination of this Agreement for 3 years.
6. Data and Privacy
6.1 Data Ownership. All Client data processed, stored, or configured within systems maintained for Client remains the sole property of Client.
6.2 Data Handling. 616 Solutions will handle Client data only as necessary to perform the services and will not sell, share, or use Client data for any other purpose.
6.3 Data Security. 616 Solutions will maintain reasonable administrative, technical, and physical safeguards to protect Client data from unauthorized access, disclosure, or loss.
6.4 Hosting. Where hosting is provided by a third-party (such as Odoo.sh), the third party's data processing terms govern data residency, backup, and security. 616 Solutions will facilitate Client's review of applicable third-party terms upon request.
7. Warranties and Disclaimers
7.1 Vendor Warranty. 616 Solutions warrants that (a) it has the right and authority to enter this Agreement; (b) services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) deliverables will materially conform to the specifications in the applicable SOW for 60 days after delivery ("Warranty Period"). Client's sole remedy for a breach of this warranty is for 616 Solutions to re-perform the non-conforming services at no charge.
7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, 616 SOLUTIONS PROVIDES SERVICES AND DELIVERABLES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.3 Third-Party Software. 616 Solutions does not warrant the performance, uptime, or functionality of Odoo, Odoo.sh, Okta, Stripe, Square, or any other third-party software. Warranties for third-party software are governed solely by the applicable third-party terms.
8. Limitation of Liability
8.1 Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Cap on Liability. EXCEPT FOR (a) CLIENT'S PAYMENT OBLIGATIONS, (b) A PARTY'S INDEMNIFICATION OBLIGATIONS, OR (c) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO 616 SOLUTIONS UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE CLAIM.
9. Indemnification
9.1 By Client. Client will indemnify, defend, and hold harmless 616 Solutions and its officers, employees, and contractors from any third-party claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from (a) Client's breach of this Agreement; (b) Client's use of deliverables in violation of applicable law; or (c) inaccurate or unlawful Client data.
9.2 By 616 Solutions. 616 Solutions will indemnify, defend, and hold harmless Client and its officers, employees, and contractors from any third-party claims arising from 616 Solutions' gross negligence or willful misconduct in performing services under this Agreement.
10. Term and Termination
10.1 Term. This Agreement becomes effective with respect to a Client upon execution of the first Statement of Work between 616 Solutions and that Client and continues until all active SOWs with that Client are completed or terminated, unless earlier terminated as provided herein.
10.2 Termination for Cause. Either party may terminate this Agreement or any SOW upon 30 days written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice.
10.3 Termination for Convenience. Client may terminate any SOW for convenience upon 30 days written notice. In the event of termination for convenience, Client will pay 616 Solutions for all work completed through the termination date plus reasonable documented costs incurred in connection with wind-down, provided total payment does not exceed the total fixed fee for the applicable SOW.
10.4 Effect of Termination. Upon termination (a) each party will return or destroy the other's Confidential Information; (b) Client will pay all amounts due for work performed through the termination date; and (c) Sections 2, 4, 5, 6, 7.2, 8, 9, and 11 survive.
11. General Provisions
11.1 Governing Law. This Agreement is governed by the laws of the State of Ohio, without regard to conflict of law principles.
11.2 Dispute Resolution. The parties will attempt to resolve disputes in good faith within 30 days of written notice. If unresolved, disputes will be submitted to binding arbitration under the American Arbitration Association Commercial Arbitration Rules in Lynchburg, Virginia. The prevailing party is entitled to reasonable attorneys' fees.
11.3 Independent Contractors. The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
11.4 No Solicitation. During the term of any active SOW and for 12 months thereafter, neither party will solicit or hire the other party's employees or contractors who were involved in the engagement, without prior written consent.
11.5 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (including natural disasters, acts of government, internet outages, or pandemic-related restrictions), provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.
11.6 Entire Agreement. This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements.
11.7 Amendments. This Agreement may only be amended by a written document signed by authorized representatives of both parties.
11.8 Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
11.9 Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable; all other provisions remain in full force.
11.10 Notices. Notices must be in writing and delivered by email (with confirmation of receipt) or overnight courier to the addresses on file for each party's primary contact.
11.11 Counterparts. This Agreement may be executed in counterparts (including electronic signatures), each of which is an original, and together constitute one agreement. Electronic signatures (including Odoo Sign) are valid and binding.