Master Services Agreement
This Master Services Agreement (“Agreement”) is entered into by and between MyDoGood, LLC (“DoGood”) and the customer identified in an applicable Order Form (“Client”).
This Agreement governs all services provided by DoGood to Client. By executing an Order Form referencing this Agreement, Client agrees to be bound by the terms below.
1. Services
DoGood provides access to a network of verified technology leaders and facilitates meetings between Client and such leaders (“Meetings”) based on mutually agreed ideal customer profile (“ICP”) and qualification criteria.
Meetings are typically conducted as virtual meetings unless otherwise agreed by both parties.
DoGood does not guarantee revenue, pipeline, or commercial outcomes from Meetings.
2. Meeting Qualification & Completion
Before any meeting is booked, DoGood presents the Member’s name, title, company and answers to Client’s qualifying questions, and Client accepts or declines the request. By accepting a request, Client confirms that the Member meets its ICP and qualification criteria.
A “Completed Meeting” means a meeting with a Member whose request Client accepted and that occurs as scheduled.
If a Member proves substantially different from the name, title, company or answers presented at acceptance, Client may request a review within five (5) business days of the meeting. If DoGood confirms the discrepancy, the meeting fee is credited back or restored to any prepaid meeting balance. Declined requests, no-shows and cancellations are not billable.
3. Buyer Access & Intelligence
DoGood provides Client with access to verified buyer profiles, qualification details, and related intelligence required to source and facilitate Meetings (“Buyer Access & Intelligence”).
Buyer Access & Intelligence is included with the Services at no separate charge. Before accepting any meeting request, Client is shown the Member’s name, title, company, the Member’s answers to Client’s qualifying questions, and the meeting fee that will apply.
4. Fees & Billing
Fees for Completed Meetings and any prepaid meeting balance are set forth in the applicable Order Form. Meeting fees are determined by the Member’s title and the size of the Member’s company, by headcount or annual revenue as set out in the Order Form, as shown on the DoGood platform when the request is presented to Client, and the applicable fee is displayed before Client accepts the request. There is no access fee.
DoGood may revise meeting fees upon at least thirty (30) days’ written notice to Client. Revised fees apply to meeting requests accepted on or after the effective date; requests accepted before it are billed at the fees then in effect. Any prepaid meeting balance draws down at the fees in effect when each request is accepted.
Unless otherwise stated:
- Prepaid commitment amounts are invoiced upon execution of the Order Form
- Pay-as-you-go meeting fees are invoiced monthly in arrears for Completed Meetings
All invoices are due upon receipt unless otherwise stated in the applicable Order Form.
5. Prepaid Meeting Balance & Continuation of Service
Client may elect to prepay a commitment amount in exchange for a prepaid meeting balance as specified in an applicable Order Form. The balance is drawn down at the meeting fees in the Order Form for each Completed Meeting.
A prepaid meeting balance:
- Does not expire
- May be used at Client’s discretion
- Is applied before pay-as-you-go billing
When a prepaid meeting balance is exhausted, Services continue on a pay-as-you-go basis unless Client elects to purchase an additional balance.
There are no automatic renewals or long-term commitments.
6. Client Responsibilities
Client agrees to:
- Provide accurate ICP and qualification criteria
- Participate in Meetings in good faith
- Respond reasonably to scheduling and coordination requests
Client acknowledges that failure to accept or participate in Meetings does not entitle Client to refunds of prepaid amounts.
7. Confidentiality
Each party agrees to protect the other party’s confidential information using reasonable care and to use such information solely for purposes of this Agreement.
Confidential information does not include information that is publicly available or independently developed without reference to the other party’s confidential information.
8. Data & Privacy
DoGood may process business contact information in connection with providing the Services.
Each party agrees to comply with applicable data protection and privacy laws.
9. Intellectual Property
Each party retains ownership of its respective intellectual property.
No rights are granted except as expressly stated in this Agreement.
10. Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.”
DOGOOD DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOGOOD’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO DOGOOD IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL DOGOOD BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
12. Termination
Either party may terminate this Agreement upon written notice.
Termination does not relieve Client of payment obligations incurred prior to termination.
Prepaid amounts are non-refundable except as required by law.
13. Governing Law
This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law principles.
14. Entire Agreement
This Agreement, together with any applicable Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
In the event of a conflict between this Agreement and an Order Form, the Order Form shall control.
15. Electronic Signatures
Electronic signatures are deemed legally binding and enforceable.
MyDoGood, LLC
8 Carolina Cherry Ct, Fairport, NY 14450
www.mydogood.com