Master Service Agreement
Version 1.0 — July 13, 2026
Between Archi’s Inc., d/b/a TeamCraft, and Business Customer
1. Definitions
Capitalized terms used but not defined in this Master Service Agreement (“Agreement”) have the meaning given in TeamCraft’s Terms of Service, including “Service,” “Account,” “Candidate,” “Content,” “AI Features,” and “Output.” In addition:
• “Business Customer” means the employer, university, technology park, or other organization identified in an Order Form.
• “Order Form” means an ordering document referencing this Agreement that specifies the Service purchased, fees, and Services Term, and that supersedes Section 6 (Subscriptions and Payment) of the Terms of Service for that Business Customer.
• “Documentation” means TeamCraft’s then-current user documentation for the Service.
• “Users” means Business Customer’s employees, contractors, or Candidates authorized to access the Service under Business Customer’s Account.
• “Business Customer” means the employer, university, technology park, or other organization identified in an Order Form.
• “Order Form” means an ordering document referencing this Agreement that specifies the Service purchased, fees, and Services Term, and that supersedes Section 6 (Subscriptions and Payment) of the Terms of Service for that Business Customer.
• “Documentation” means TeamCraft’s then-current user documentation for the Service.
• “Users” means Business Customer’s employees, contractors, or Candidates authorized to access the Service under Business Customer’s Account.
2. Relationship to the Terms of Service
This Agreement supplements, and is incorporated by reference into, TeamCraft’s Terms of Service. In the event of a conflict between this Agreement (including an Order Form) and the Terms of Service, this Agreement controls with respect to Business Customer’s use of the Service, except that: (a) Sections 3 (Candidate Terms) and 12 (International Use and Export Controls) of the Terms of Service continue to apply directly to Candidates; and (b) Section 16 (Arbitration and Class Action Waiver) of the Terms of Service does not apply to disputes between TeamCraft and Business Customer, which are instead governed by Section 12 of this Agreement.
3. The Service; Order Forms
TeamCraft will make the Service available to Business Customer during the applicable Services Term, subject to this Agreement and the applicable Order Form. Each Order Form is incorporated into and governed by this Agreement.
3.1 Product Updates
TeamCraft may update the features or functionality of the Service from time to time, provided that no update will materially diminish the core features purchased by Business Customer during the then-current Services Term.
3.2 Support
TeamCraft will provide support in accordance with its then-current support policy, as may be supplemented by an Order Form.
4. Fees and Payment
• Business Customer will pay the fees specified in each Order Form, in U.S. dollars unless stated otherwise.
• Fees are due within 30 days of invoice date, unless a different schedule is specified in the Order Form.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees are exclusive of taxes; Business Customer is responsible for all applicable taxes other than TeamCraft’s income taxes.
• Unless otherwise stated in an Order Form, Order Forms automatically renew for successive terms equal to the initial Services Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
• Fees are due within 30 days of invoice date, unless a different schedule is specified in the Order Form.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees are exclusive of taxes; Business Customer is responsible for all applicable taxes other than TeamCraft’s income taxes.
• Unless otherwise stated in an Order Form, Order Forms automatically renew for successive terms equal to the initial Services Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
5. Business Customer Responsibilities and Restrictions
Business Customer is responsible for its Users’ compliance with this Agreement, for the accuracy of information provided to invite Candidates, and for obtaining any consents or providing any notices required under applicable law in connection with inviting Candidates to assessments or enabling AI Features — including, consistent with Section 3.2(iv) of the Terms of Service, any notices or consents relating to Business Customer’s use of AI Features and Output. This obligation is in addition to, and does not replace, TeamCraft’s own consent mechanism for sensitive processing described in Section 5.2 of the Privacy Policy.
Business Customer and its Users will not, and will not permit any third party to:
• Use the Service in violation of applicable law, including anti-discrimination and data protection law;
• Interfere with or disrupt the integrity or performance of the Service, or attempt unauthorized access;
• Reverse engineer, decompile, or attempt to derive the source code, underlying scoring models, or algorithms of the Service, except as permitted by Section 5 of the Terms of Service;
• Resell, sublicense, or make the Service available to any third party outside of Business Customer’s organization, except as expressly permitted in an Order Form;
• Submit or process any data through the Service that Business Customer does not have the right to submit.
Business Customer and its Users will not, and will not permit any third party to:
• Use the Service in violation of applicable law, including anti-discrimination and data protection law;
• Interfere with or disrupt the integrity or performance of the Service, or attempt unauthorized access;
• Reverse engineer, decompile, or attempt to derive the source code, underlying scoring models, or algorithms of the Service, except as permitted by Section 5 of the Terms of Service;
• Resell, sublicense, or make the Service available to any third party outside of Business Customer’s organization, except as expressly permitted in an Order Form;
• Submit or process any data through the Service that Business Customer does not have the right to submit.
6. Data Privacy and Security
TeamCraft will implement and maintain appropriate technical and organizational measures to protect Customer Data consistent with Section 10 of TeamCraft’s Privacy Policy. To the extent TeamCraft processes personal data on Business Customer’s behalf, the parties’ respective obligations are set out in the Data Processing Agreement, incorporated into this Agreement by reference.
7. Intellectual Property
7.1 Ownership
As between the parties, TeamCraft owns all right, title, and interest in the Service, Documentation, and any underlying technology, consistent with Section 7.1 of the Terms of Service. Business Customer owns all right, title, and interest in its Content, subject to the license below and the Candidate license described in Section 4.2 of the Terms of Service.
7.2 License to TeamCraft
Business Customer grants TeamCraft a non-exclusive, worldwide license to host, copy, transmit, and display Business Customer’s Content solely as necessary to provide the Service. Consistent with Section 4.2 of the Terms of Service and Section 5.3 of the Privacy Policy, TeamCraft may use de-identified or aggregated Content — but not individually identifiable personal data — to improve TeamCraft’s AI Features and other technology.
As between the parties, TeamCraft owns all right, title, and interest in the Service, Documentation, and any underlying technology, consistent with Section 7.1 of the Terms of Service. Business Customer owns all right, title, and interest in its Content, subject to the license below and the Candidate license described in Section 4.2 of the Terms of Service.
7.2 License to TeamCraft
Business Customer grants TeamCraft a non-exclusive, worldwide license to host, copy, transmit, and display Business Customer’s Content solely as necessary to provide the Service. Consistent with Section 4.2 of the Terms of Service and Section 5.3 of the Privacy Policy, TeamCraft may use de-identified or aggregated Content — but not individually identifiable personal data — to improve TeamCraft’s AI Features and other technology.
8. Confidentiality
Each party (the “Receiving Party”) will protect the other party’s (the “Disclosing Party”) Confidential Information using at least the same degree of care it uses for its own similarly sensitive information, and no less than reasonable care, and will use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. These obligations do not apply to information that is or becomes public through no fault of the Receiving Party, was rightfully known before disclosure, or is independently developed. A Receiving Party may disclose Confidential Information if compelled by law, provided it gives the Disclosing Party reasonable notice where legally permitted.
9. Warranties
TeamCraft warrants that the Service will materially conform to the Documentation during the Services Term. As Business Customer’s sole and exclusive remedy for breach of this warranty, TeamCraft will use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, either party may terminate the affected Order Form and TeamCraft will refund prepaid, unused fees.
EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS,” AND TEAMCRAFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONSISTENT WITH SECTION 3.3 OF THE TERMS OF SERVICE, TEAMCRAFT DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUT, AND AI FEATURES ARE INTENDED TO SUPPORT — NOT REPLACE — BUSINESS CUSTOMER’S OWN EVALUATION AND HIRING OR ADMISSIONS PROCESS.
EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS,” AND TEAMCRAFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONSISTENT WITH SECTION 3.3 OF THE TERMS OF SERVICE, TEAMCRAFT DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY OUTPUT, AND AI FEATURES ARE INTENDED TO SUPPORT — NOT REPLACE — BUSINESS CUSTOMER’S OWN EVALUATION AND HIRING OR ADMISSIONS PROCESS.
10. Indemnification
10.1 By TeamCraft
TeamCraft will defend Business Customer against any third-party claim alleging that the Service, as provided by TeamCraft and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will indemnify Business Customer against damages finally awarded, subject to Business Customer providing prompt notice and reasonable cooperation. This obligation does not apply to claims arising from Content, Business Customer’s modification of the Service, or use of the Service in combination with items not provided by TeamCraft.
10.2 IP Remedies
If the Service becomes, or TeamCraft reasonably believes it may become, the subject of an infringement claim, TeamCraft may, at its option: (a) procure the right for Business Customer to continue using the Service; (b) modify the Service to be non-infringing without materially reducing functionality; or (c) terminate the affected Order Form and refund prepaid, unused fees. This Section states TeamCraft’s entire liability for intellectual property infringement claims.
10.3 By Business Customer
Business Customer will defend and indemnify TeamCraft against any third-party claim arising from Business Customer’s Content, its use of the Service in violation of this Agreement or applicable law, or any hiring, admissions, or placement decision made by Business Customer using Output — consistent with Section 3.3 of the Terms of Service, which places responsibility for such decisions solely with Business Customer.
TeamCraft will defend Business Customer against any third-party claim alleging that the Service, as provided by TeamCraft and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will indemnify Business Customer against damages finally awarded, subject to Business Customer providing prompt notice and reasonable cooperation. This obligation does not apply to claims arising from Content, Business Customer’s modification of the Service, or use of the Service in combination with items not provided by TeamCraft.
10.2 IP Remedies
If the Service becomes, or TeamCraft reasonably believes it may become, the subject of an infringement claim, TeamCraft may, at its option: (a) procure the right for Business Customer to continue using the Service; (b) modify the Service to be non-infringing without materially reducing functionality; or (c) terminate the affected Order Form and refund prepaid, unused fees. This Section states TeamCraft’s entire liability for intellectual property infringement claims.
10.3 By Business Customer
Business Customer will defend and indemnify TeamCraft against any third-party claim arising from Business Customer’s Content, its use of the Service in violation of this Agreement or applicable law, or any hiring, admissions, or placement decision made by Business Customer using Output — consistent with Section 3.3 of the Terms of Service, which places responsibility for such decisions solely with Business Customer.
11. Limitation of Liability
EXCEPT FOR (A) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, OR (C) BUSINESS CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY BUSINESS CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (THE “LIABILITY CAP”). EACH PARTY’S CUMULATIVE LIABILITY FOR (I) ITS INDEMNIFICATION OBLIGATIONS OR (II) A BREACH OF THE DATA PROCESSING AGREEMENT WILL NOT EXCEED THREE TIMES (3X) THE LIABILITY CAP. CONSISTENT WITH SECTION 9 OF THE TERMS OF SERVICE, NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY BUSINESS CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (THE “LIABILITY CAP”). EACH PARTY’S CUMULATIVE LIABILITY FOR (I) ITS INDEMNIFICATION OBLIGATIONS OR (II) A BREACH OF THE DATA PROCESSING AGREEMENT WILL NOT EXCEED THREE TIMES (3X) THE LIABILITY CAP. CONSISTENT WITH SECTION 9 OF THE TERMS OF SERVICE, NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
12. Term, Termination, and Dispute Resolution
12.1 Term
This Agreement remains in effect for as long as at least one Order Form is in effect, unless earlier terminated as set out below.
12.2 Termination for Cause
Either party may terminate this Agreement or an Order Form if the other party materially breaches this Agreement and fails to cure that breach within 30 days of written notice. If Business Customer terminates due to TeamCraft’s uncured material breach, TeamCraft will refund the pro-rata portion of prepaid, unused fees.
12.3 Effect of Termination
Upon termination, Business Customer’s right to access the Service ends, and TeamCraft will handle Customer Data as set out in the Data Processing Agreement.
12.4 Governing Law and Venue
Consistent with Section 13 of the Terms of Service, this Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. As between TeamCraft and Business Customer only — and notwithstanding Section 16 of the Terms of Service, which governs disputes involving Candidates and other individual users — the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of this Agreement not otherwise resolved by good-faith negotiation between the parties’ designated representatives.
This Agreement remains in effect for as long as at least one Order Form is in effect, unless earlier terminated as set out below.
12.2 Termination for Cause
Either party may terminate this Agreement or an Order Form if the other party materially breaches this Agreement and fails to cure that breach within 30 days of written notice. If Business Customer terminates due to TeamCraft’s uncured material breach, TeamCraft will refund the pro-rata portion of prepaid, unused fees.
12.3 Effect of Termination
Upon termination, Business Customer’s right to access the Service ends, and TeamCraft will handle Customer Data as set out in the Data Processing Agreement.
12.4 Governing Law and Venue
Consistent with Section 13 of the Terms of Service, this Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. As between TeamCraft and Business Customer only — and notwithstanding Section 16 of the Terms of Service, which governs disputes involving Candidates and other individual users — the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of this Agreement not otherwise resolved by good-faith negotiation between the parties’ designated representatives.
13. General Provisions
Force Majeure: Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
Assignment: Neither party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, consistent with Section 17.2 of the Terms of Service.
Notices: Notices must be in writing and sent to the addresses specified in the applicable Order Form or to [email protected] (Archi's Inc. DBA TeamCraft, 400 W Emmett St, Kissimmee, FL 34741) for TeamCraft.
Independent Contractors: The parties are independent contractors; this Agreement does not create a partnership, joint venture, or agency relationship.
Entire Agreement: This Agreement, including all Order Forms, the Data Processing Agreement, and the Terms of Service to the extent not superseded under Section 2 above, constitutes the entire agreement between the parties and supersedes all prior proposals or agreements on its subject matter.
Publicity: TeamCraft may identify Business Customer by name and logo as a customer in marketing materials, unless Business Customer opts out in writing.
Assignment: Neither party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, consistent with Section 17.2 of the Terms of Service.
Notices: Notices must be in writing and sent to the addresses specified in the applicable Order Form or to [email protected] (Archi's Inc. DBA TeamCraft, 400 W Emmett St, Kissimmee, FL 34741) for TeamCraft.
Independent Contractors: The parties are independent contractors; this Agreement does not create a partnership, joint venture, or agency relationship.
Entire Agreement: This Agreement, including all Order Forms, the Data Processing Agreement, and the Terms of Service to the extent not superseded under Section 2 above, constitutes the entire agreement between the parties and supersedes all prior proposals or agreements on its subject matter.
Publicity: TeamCraft may identify Business Customer by name and logo as a customer in marketing materials, unless Business Customer opts out in writing.