Master Services Agreement
Last updated September 17, 2026
This is the template Master Services Agreement ("MSA") used for negotiated enterprise agreements. Self-serve customers are governed by the Terms of Service instead. This MSA is entered into between Elevayt Ventures LLC ("SynapBridge") and the customer identified in the applicable Order Form ("Customer"), effective on the Order Form effective date. The version below reflects our standard starting terms; the definitive counter-signed version for your organization is negotiated through your Order Form and is available from legal@synapbridge.com for procurement.
Note. This page reflects the operating practices SynapBridge follows today. Enterprise customers who require a counter-signed Master Services Agreement or a bespoke Data Processing Addendum for procurement or audit review can email
legal@synapbridge.com.
1. Services
SynapBridge will provide the services described in each Order Form, including access to the SynapBridge platform, support per the Support SLA, and professional services if purchased.
2. Term
Initial term: as specified in the Order Form (typically 1, 2, or 3 years). Auto-renews for successive 12-month terms unless either party gives 60 days' notice before renewal.
3. Fees and payment
Fees per the Order Form. Invoiced annually in advance, payable Net 30 from invoice date by wire or ACH. Late amounts accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Taxes are excluded; Customer pays applicable sales, use, or VAT tax.
4. Service levels
SynapBridge will provide the Service with at least 99.9% monthly availability, measured per the Service Level Agreement (Exhibit A). Credits per the SLA are Customer's sole remedy for availability shortfalls.
5. Customer data and privacy
The Data Processing Agreement (Exhibit B) governs processing of Personal Data. SynapBridge will maintain a SOC 2 Type II report and make it available under NDA. For HIPAA-covered entities, a separate Business Associate Agreement applies.
6. Security
SynapBridge will maintain industry-standard security measures, including encryption in transit and at rest, per-tenant isolation, MFA-required admin access, audit logging, and an incident response program. Material changes to the security program that adversely affect Customer will be notified in advance.
7. Confidentiality
Each party will protect the other's Confidential Information using no less than reasonable care. This obligation survives termination for 5 years.
8. Intellectual property
SynapBridge owns the Service and all related IP. Customer owns Customer Data. Feedback Customer provides may be used by SynapBridge without obligation.
9. Indemnification
By SynapBridge. For third-party claims that the Service infringes US/EU IP rights, subject to: Customer's prompt notice, sole control of defense, and reasonable cooperation. Excludes claims arising from modifications, combinations with non-SynapBridge products, or unauthorized use.
By Customer. For third-party claims arising from Customer Data, Customer's use of outputs in violation of the Acceptable Use Policy, or breach of law.
10. Warranties
SynapBridge warrants the Service will materially conform to documentation. Sole remedy for breach: re-performance or, if not feasible, pro-rata refund of prepaid fees for the affected period.
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS." IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Limitation of liability
Excluded damages: indirect, incidental, consequential, punitive, lost profits, lost data (except as covered by data restoration in the DPA).
Cap. Each party's aggregate liability for all claims is the greater of (a) fees paid by Customer in the 12 months preceding the claim, or (b) a floor set out in the applicable Order Form, typically ranging from $50,000 to $250,000 depending on contract value.
Exclusions from the cap. Indemnification obligations, breach of confidentiality, infringement of IP, gross negligence, willful misconduct, and fees owed.
12. Termination
Either party may terminate for material breach uncured after 30 days' notice. SynapBridge may terminate for non-payment after 10 days' notice. On termination, SynapBridge will provide Customer Data export per the DPA.
13. Governing law
Illinois law governs. Disputes go to binding arbitration in Illinois under JAMS rules, except IP claims and injunctive relief.
14. General
Notices in writing to the addresses in the Order Form. No assignment without consent (except in a merger or acquisition). Severability, no waiver, and entire agreement (supersedes prior oral or written agreements, except the DPA and Order Forms).
16. Contact
Elevayt Ventures LLC (d/b/a SynapBridge) · 980 N Michigan Ave Ste 1090 #845294, Chicago, IL 60611, United States ·
legal@synapbridge.com