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Master Services Agreement

Effective: March 2026  |  Last updated: March 20, 2026

1. Parties & Applicability

This Master Services Agreement ("Agreement" or "MSA") is published by:

This Agreement governs all services provided by Klarix to any customer ("Customer," "you," "your") who executes an Order Form referencing this MSA. By signing an Order Form, Customer agrees to be bound by this Agreement.

2. Services

Klarix provides competitive intelligence as a subscription service ("Services"), including:

  • Account intelligence — prospect dossiers, research, SWOT analyses, executive one-pagers
  • Personalized outreach — sequences tailored per account and contact
  • Events surfacing — trade shows and industry events tied to target accounts
  • Branded deliverables — PDF packs and CSV exports per production cycle
  • Custom vertical AI pipeline — trade-specific research, scoring, QA, ranked delivery, competitor watchlists, and dedicated ML engineering capacity
  • Client intelligence injection — incorporation of Customer-provided context (call notes, emails, event takeaways, ICP updates) into future production cycles

Specific scope, volume, and cadence are defined in each Order Form.

2.1 Delivery Cadence

  • Klarix delivers intelligence once per calendar month per active subscription.
  • Delivery may occur within ±3 calendar days of the monthly billing cycle date.
  • Delivery dates may shift for production quality, holidays, or force majeure without constituting a breach.

2.2 Exclusions

  • Legal, financial, architectural, or engineering advice
  • Guaranteed business outcomes, meetings, revenue, or deal closures
  • Guaranteed accuracy of third-party data sources
  • On-demand or same-day research beyond contracted monthly scope

3. Subscription & Fees

  • Customer shall pay the fees set forth in the applicable Order Form. All fees are non-refundable once charged.
  • Fees are billed monthly in advance at the start of each billing cycle, unless otherwise specified in the Order Form.
  • Payment is processed via ACH/wire, credit card, or other agreed method. Customer authorizes recurring charges for the duration of the subscription.
  • All fees are exclusive of applicable taxes. Customer is responsible for all taxes, levies, and duties (excluding taxes based on Klarix's net income).
  • Founder pricing, once locked in, remains in effect for the lifetime of an active, continuously-paid subscription. Pausing or canceling for more than 60 days may forfeit founder pricing at Klarix's discretion.
  • Non-founder fees are subject to change with 30 days' written notice before the next billing cycle. Increases do not apply to the current billing period.

4. Payment Terms & Default

  • Invoices are due upon receipt or on the billing cycle date, whichever is specified in the Order Form.
  • If payment is not received within seven (7) days of the due date, Klarix shall provide written notice.
  • If payment remains outstanding after such notice, Klarix may suspend delivery of new Services until the account is current.
  • Late balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
  • Klarix reserves the right to pursue all unpaid fees through collections, including reasonable attorneys' fees and costs, to the extent permitted by applicable law.
  • Customer may not withhold or offset any amounts due except as required by law.
  • Unauthorized chargebacks or payment reversals may result in immediate suspension or termination of Services.

5. Term & Renewal

  • This Agreement commences when Customer executes an Order Form and continues for the term specified therein (default: month-to-month).
  • Unless either Party provides written notice of non-renewal at least fifteen (15) days before the end of the current billing period, the subscription automatically renews for successive periods of the same duration.

6. Cancellation & Termination

  • Customer may cancel the subscription at any time by providing written notice to contact@klarix.ai.
  • Cancellation takes effect at the end of the current paid billing period. No further recurring charges will be applied after that period.
  • Deliverables for the current cycle that are in progress at the time of cancellation will be completed and delivered through the end of the paid period.
  • All fees are non-refundable. Partial-month refunds are not provided.
  • Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to cure within fifteen (15) days of written notice, or becomes insolvent or ceases operations.
  • Upon termination, Customer retains a perpetual license to use deliverables already received. Each Party shall return or destroy the other's Confidential Information within 30 days.

7. Confidentiality

  • "Confidential Information" means non-public information disclosed by either Party, including business strategy, ICP details, competitive intelligence, deliverable contents, methodologies, scoring models, pricing, and injection materials.
  • Each Party agrees to protect the other's Confidential Information with at least the same care it uses for its own (and no less than reasonable care), use it only for purposes of this Agreement, and not disclose it to third parties without prior written consent.
  • Exclusions: information that is publicly available, already known, independently developed, or lawfully obtained from a third party.
  • Confidentiality obligations survive termination for two (2) years.

8. Intellectual Property & License

  • Klarix retains all rights in its methodologies, scoring algorithms, analysis frameworks, AI pipeline, templates, software, prompts, and processes.
  • Customer retains all rights in its marks, trademarks, injection content, CRM exports, and proprietary business information provided to Klarix.
  • Deliverables are licensed (not sold) for Customer's internal business use only. Customer may share within its organization but may not resell, redistribute, sublicense, or publish without prior written consent.
  • This license survives termination for deliverables already received.

9. Data & Privacy

Klarix may process business contact data, client injection materials, and account/billing information in connection with the Services.

  • Klarix will not use Customer's Confidential Information or injection materials to benefit other customers.
  • Klarix's data practices are described in our Privacy Policy.
  • If a Data Processing Addendum is required, the Parties will negotiate and attach as an exhibit to the Order Form.

Subprocessors

AI & Research:

  • Anthropic (Claude Opus, Claude Sonnet) — outreach drafting, synthesis
  • Google (Gemini 3.1 Pro) — research synthesis, SWOT analysis
  • MiniMax (M2.5 Highspeed, M2.7 Highspeed) — scoring, ranking, quality review
  • Groq (Meta Llama 70B, Compound) — web research, dossier generation
  • Tavily — web research API

Infrastructure & Data:

  • Neon PostgreSQL — cloud database (encrypted at rest)
  • Vercel — web hosting (SOC 2 compliant)
  • Apollo.io — contact data sourcing and enrichment
  • Wave — invoicing and payment processing
  • Mercury — business banking (ACH/wire)

Material changes to subprocessors will be communicated with reasonable notice. Upon termination and written request, Klarix will delete Customer's injection materials and account data within 30 days.

10. Customer Responsibilities

  • Provide accurate, timely injection materials and cooperate with onboarding
  • Warrant authority and rights to share materials provided for injection
  • Comply with all applicable laws when using deliverables, including anti-spam regulations (CAN-SPAM, CASL, GDPR, TCPA)
  • Designate a primary point of contact for approvals and injection submissions
  • Not reverse-engineer, decompile, or extract Klarix's scoring models or methodologies

11. Warranties & Disclaimers

Each Party represents and warrants that it has the authority to enter into this Agreement. Klarix warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLARIX PROVIDES SERVICES AND DELIVERABLES ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLARIX'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, REGARDLESS OF THE THEORY OF LIABILITY.

13. Indemnification

  • By Klarix: Klarix shall indemnify Customer from third-party claims alleging that the Services infringe intellectual property rights, provided Customer promptly notifies Klarix and cooperates in the defense.
  • By Customer: Customer shall indemnify Klarix from third-party claims arising from Customer's use of deliverables in violation of this Agreement, Customer's injection materials, or Customer's outreach activities using deliverables.

14. Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, internet or infrastructure failures, pandemics, or third-party service outages.

15. Governing Law & Disputes

  • This Agreement is governed by the laws of the State of Illinois, United States, without regard to conflict of law principles.
  • Before initiating formal proceedings, both Parties agree to attempt good-faith negotiation for at least thirty (30) days.
  • Unresolved disputes shall be settled through binding arbitration in Illinois under the rules of the American Arbitration Association (AAA), conducted by a single arbitrator.
  • Either Party may bring claims in small claims court if the claim qualifies.
  • The prevailing Party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs.

16. General Provisions

  • Assignment: Neither Party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
  • Modifications: This Agreement may be modified only by a written instrument signed by both Parties. Klarix may update this published MSA with 30 days' written notice; material conflicts with a signed Order Form are resolved in favor of the Order Form.
  • Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
  • Waiver: Failure to enforce any right does not constitute a waiver of that right.
  • Notices: All notices shall be in writing. Email is acceptable for operational notices.
  • Entire Agreement: This Agreement, together with all Order Forms, the Privacy Policy, and any signed amendments, constitutes the entire agreement between the Parties.

Contact

For questions about this Agreement: