Effective Date: ___________________

This Master Service Agreement ("Agreement") is entered into by and between Pettman OÜ ("MailSlurp"), an entity organised under the laws of Estonia with its principal place of business at Rännaku pst 12, Nõmme linnaosa, 10917 Tallinn, Harjumaa, Estonia ("Provider"), and _________________, an entity organised under the laws of __________ with its principal place of business at __________________ ("Customer"). Provider and Customer are each a "Party" and collectively the "Parties".

1. Definitions

  • "Affiliate": Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
  • "Documentation": Provider's user guides, knowledge‑base articles, and API references, as updated from time to time.
  • "Order Form": A mutually executed document that identifies the Services, subscription term, fees, and any additional commercial terms.
  • "Policies": Provider's Terms & Conditions, Fair Use Policy, Data Protection Addendum ("DPA"), and any other policy listed at https://mailslurp.com/legal/ (or successor URL), each - as amended from time to time.
  • "Services": Provider's hosted email and phone testing platform, related application programming interfaces (APIs), software development kits (SDKs), and professional services (if any) set out in an Order Form.

Capitalised terms not defined herein have the meanings set forth in the Policies.

2. Scope of Agreement

2.1 Provision of Services. Provider will make the Services available to Customer and its Authorised Users pursuant to this Agreement and the applicable Order Form.

2.2 Incorporation of Policies. The Policies are incorporated by reference and govern Customer's use of the Services. In the event of conflict, the Order Form controls, then this Agreement, then the Policies.

2.3 Modifications. Provider may update the Services or Documentation from time to time, provided any material reduction in functionality will be communicated at least 30 days in advance. Policy updates will be posted at the URL above and become effective on the stated effective date.

3. Orders and Fees

3.1 Order Forms. Each Order Form is incorporated into this Agreement when executed by both Parties.

3.2 Fees. Customer will pay the fees set forth in each Order Form. Unless otherwise specified, fees are invoiced annually in advance and due within 60 days of the invoice date.

3.3 Taxes. Fees are exclusive of taxes, levies, duties, or similar governmental assessments. Customer is responsible for all taxes associated with its purchases, excluding taxes based on Provider's net income.

3.4 Late Payments. Unpaid amounts may lead to account termination.

4. Customer Obligations

4.1 Acceptable Use. Customer will comply with the Policies, including the Fair Use Policy.

4.2 Authorised Users. Customer is responsible for all activities of its Authorised Users and for maintaining the confidentiality of authentication credentials.

4.3 Customer Content. Customer represents that it has all rights necessary to submit Customer Data to the Services and that such submission will not violate any laws or third‑party rights.

5. Data Protection & Security

5.1 Processing. Provider will process Customer Personal Data only as described in the DPA.

5.2 Security Measures. Provider will implement and maintain administrative, physical, and technical safeguards consistent with industry standards to protect Customer Data.

5.3 Incident Notification. Provider will notify Customer without undue delay after becoming aware of a Security Incident involving Customer Data, consistent with the DPA.

6. Confidentiality

6.1 Confidential Information. Each Party may disclose Confidential Information to the other. The receiving Party will protect such information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

6.2 Exclusions. Confidential Information does not include information that: (a) is publicly available without breach; ( b) was known to the receiving Party before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of Confidential Information.

6.3 Compelled Disclosure. The receiving Party may disclose Confidential Information when compelled by law, provided it gives prior notice (if legally permitted) and reasonable assistance to the disclosing Party.

7. Intellectual Property

7.1 Provider IP. Provider and its licensors own all right, title, and interest in the Services and Documentation.

7.2 Licence to Customer. Subject to this Agreement, Provider grants Customer a non‑exclusive, non‑transferable right to access and use the Services during the Subscription Term.

7.3 Feedback. Provider may use any suggestions or feedback without restriction or obligation.

8. Warranties and Disclaimers

8.1 Performance Warranty. Provider warrants that the Services will perform materially in accordance with the Documentation.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

9. Indemnification

9.1 By Provider. Provider will defend Customer against any third‑party claim alleging that the Services as provided infringe a valid intellectual property right and will pay any resulting damages awarded by a court or agreed in settlement.

9.2 Exclusions. Provider has no obligation for claims arising from (a) Customer Content, (b) modification of the Services by anyone other than Provider, or (c) use of the Services in breach of this Agreement.

9.3 Procedures. The indemnified Party must (a) promptly notify the indemnifying Party of the claim, (b) give sole control of the defence and settlement to the indemnifying Party, and (c) provide reasonable assistance.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Cap on Liability. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Exceptions. The limitations do not apply to (a) a Party's indemnification obligations, (b) Customer's payment obligations, or (c) breach of Confidentiality.

11. Term and Termination

11.1 Term. This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.

11.2 Termination for Cause. Either Party may terminate this Agreement or an Order Form for material breach if the breach remains uncured 30 days after written notice.

11.3 Effect of Termination. Upon termination, Customer will cease all use of the Services and, upon request, delete or return Provider Confidential Information. Sections 6–10, 12, and any remaining payment obligations survive termination.

12. Miscellaneous

12.1 Governing Law. This Agreement is governed by the laws of ____________, excluding conflict‑of‑law rules. The Parties submit to the exclusive jurisdiction of the courts located in ____________.

12.2 Assignment. Neither Party may assign this Agreement without prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

12.3 Notices. Notices must be in writing and sent to the addresses set forth above (or updated addresses) by recognised courier or certified mail, and are effective upon receipt.

12.4 Entire Agreement. This Agreement, together with the Policies and Order Forms, constitutes the entire agreement between the Parties and supersedes all prior agreements or representations.

12.5 Amendment; Waiver. Amendments must be in writing and signed by both Parties. Waiver of any breach must be in writing and does not constitute waiver of any other breach.

12.6 Severability. If any provision is unenforceable, the remaining provisions will remain in effect.

13. Support & Service Levels

13.1 Uptime Commitment. Provider will use commercially reasonable efforts to maintain at least 99% Availability of the core Services each calendar month, excluding planned maintenance (notified at least 24 hours in advance) and force‑majeure events.

13.2 Support. Provider will provide standard support via email and ticketing during Business Hours (Monday–Friday, 9 am–5 pm Provider local time, excluding public holidays).

14. Business Continuity & Disaster Recovery

Provider maintains and will follow written business‑continuity and disaster‑recovery plans designed to ensure the availability of the Services and the integrity of Customer Data. Provider will test these plans at least annually and, upon request, provide Customer with a summary of the test results.

15. Compliance; Export Control; Anti‑Bribery

15.1 Compliance with Laws. Each Party will comply with all applicable laws and regulations, including data‑protection, anti‑corruption, and export‑control laws.

15.2 Export Restrictions. Customer will not export, re‑export, or provide access to the Services or Documentation in violation of any export laws or sanctions programmes.

16. Audit Rights

Upon at least 30 days' written notice and no more than once per 12‑month period, Customer (or its third‑party auditor bound by confidentiality) may audit Provider's compliance with Sections 5 and 15 and the DPA. Audits shall occur during Business Hours, minimise interference, and be at Customer's cost unless a material breach is discovered.

17. Insurance

Provider will maintain commercially reasonable insurance coverage, including (a) technology errors & omissions/cyber‑liability and (b) general liability, each with limits not less than USD 1 million per occurrence (or local equivalent).

18. Force Majeure

Neither Party is liable for delay or failure to perform obligations due to events beyond its reasonable control, including natural disasters, acts of government, labour disputes, or widespread internet outages. The affected Party will use reasonable efforts to mitigate and resume performance.

19. Publicity

Neither Party will issue press releases or public statements referencing the other Party without prior written consent, except that Provider may list Customer's name and logo on its website and marketing materials unless Customer opts out in writing.

20. Independent Contractors

The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency.

21. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each deemed an original, and electronic signatures shall have the same legal effect as handwritten signatures.

Provider

Signature: ______________________________

Name: Jack Mahoney

Title: CEO & Director

Date: __________________________________

Customer

Signature: ______________________________

Name: __________________________________

Title: ___________________________________

Date: __________________________________