DoGood Master Services Agreement (MSA)

This Master Services Agreement ("Agreement") is entered into between DoGood, Inc. ("DoGood") and the client identified in the applicable Order Form ("Client"). This Agreement, together with each Order Form executed by the parties, governs Client’s purchase and use of DoGood’s services.

1. Order Forms

  • Each Order Form specifies the initial package of meeting credits purchased by Client, pricing, and any applicable guarantees.

  • Order Forms reference and incorporate this Agreement.

  • Order Forms may be executed electronically and are binding upon signature.

2. Services

  • DoGood provides Client with access to its Member network and facilitates meetings using purchased credits.

  • Credits entitle Client to schedule meetings with DoGood Members. Meetings are subject to Member availability and acceptance.

  • Default format: 30-minute virtual meeting. Alternate formats (in-person, phone, meal) may be arranged if mutually agreeable.

  • Credits do not expire and roll forward across renewals.

3. Auto-Renewal of Meeting Credits

  • When Client’s balance falls to three (3) or fewer credits, DoGood will automatically invoice for a Renewal Package equal in size to the most recent purchase.

  • Renewal Packages are governed by the original Order Form and this Agreement.

  • No new Order Form or SOW is required.

4. Opt-Out of Auto-Renewal

  • Client may opt out of auto-renewal at any time prior to depletion of credits by notifying DoGood before the balance falls to three (3) or fewer.

5. Overbooking / Negative Balance

  • If scheduled meetings exceed remaining credits, DoGood will invoice additional credits to cover the scheduled meetings.

6. Fees and Payment

  • All invoices are due upon receipt.

  • Fees for Renewal Packages will be at DoGood’s then-current rates, subject to CPI + 3% annual adjustment or notice provided at least 30 days prior.

  • If payment is not received, DoGood may suspend scheduling of new meetings until payment clears. Already scheduled meetings will be honored.

  • All fees are non-refundable.

7. Client Responsibilities

  • Client will cooperate in scheduling meetings and ensure its representatives attend in good faith.

  • Client will not use DoGood services for purposes other than bona fide business evaluation.

8. Confidentiality

  • Both parties agree to maintain the confidentiality of non-public information disclosed under this Agreement, except where disclosure is required by law.

9. Data & Privacy

  • DoGood may collect limited personal information (e.g., business contact details) solely for meeting facilitation.

  • DoGood does not process sensitive personal health information (PHI).

10. Intellectual Property

  • All DoGood processes, platforms, and materials remain the property of DoGood.

  • Client is granted no license except as needed to use purchased credits.

11. Limitation of Liability

  • DoGood’s aggregate liability under this Agreement is limited to fees paid by Client in the 12 months preceding the claim.

  • DoGood will not be liable for indirect, incidental, or consequential damages.

12. Termination

  • Either party may terminate for material breach if not cured within 30 days of written notice.

  • Termination does not affect the validity of unused credits, which remain available until consumed.

13. Marketing Rights

  • DoGood may include Client’s name and logo in client rosters or marketing materials.

14. Governing Law

  • This Agreement will be governed by the laws of the State of New York, without regard to conflicts of law principles.

15. Entire Agreement

  • Unless otherwise expressly stated in an Order Form, the terms of this Agreement shall control.

  • In the event of conflict, the Order Form governs commercial terms (credits purchased, price), and this Agreement governs legal terms.

Note: This MSA is incorporated by reference into the signed Order Form. No separate signature on this MSA is required.