Master Services Agreement

Last updated: January 2025

This Master Services Agreement ("Agreement" or "MSA") is entered into by and between CRED, Inc., a Delaware corporation with its principal place of business at 1234 Market Street, Suite 500, San Francisco, CA 94103 ("CRED" or "Provider"), and the entity identified in the applicable Order Form ("Customer" or "Client"). This Agreement governs the terms and conditions under which CRED will provide its data intelligence platform and related services to the Customer.

By executing an Order Form that references this Agreement, the Customer agrees to be bound by the terms and conditions set forth herein. In the event of a conflict between this Agreement and any Order Form, the Order Form shall control with respect to the specific services described therein, and this Agreement shall control with respect to all other matters.

1. Definitions

"Authorized Users" means the individuals designated by Customer who are authorized to access and use the Services under Customer's account, subject to the user limits specified in the applicable Order Form.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, business plans, customer lists, pricing information, technical data, product plans, software, and financial information.

"Customer Data" means any data, information, or content that Customer uploads to, creates within, or transmits through the Services, including but not limited to contact lists, company records, notes, tags, and custom fields.

"Order Form" means a mutually executed ordering document that references this Agreement and specifies the Services to be provided, the applicable subscription term, the number of Authorized Users, credit allocations, fees, and any other terms specific to the engagement.

"Services" means the CRED data intelligence platform, including all features, functionalities, APIs, integrations, documentation, and support provided by CRED to Customer as specified in the applicable Order Form.

2. Scope of Services

Subject to the terms of this Agreement and the applicable Order Form, CRED shall provide Customer with access to the CRED data intelligence platform during the subscription term. The Services include access to CRED's proprietary database of company and contact intelligence, data enrichment capabilities, analytics and reporting tools, workflow automation, API access, and such other features as are specified in the Order Form.

CRED shall use commercially reasonable efforts to make the Services available 99.9% of the time during each calendar month, excluding scheduled maintenance windows. Scheduled maintenance will be performed during off-peak hours and communicated to Customer at least 48 hours in advance. CRED shall provide Customer with access to a status page for real-time monitoring of service availability and any service degradation events.

CRED shall provide Customer with reasonable technical support during normal business hours (9:00 AM to 6:00 PM Pacific Time, Monday through Friday, excluding US federal holidays). Enterprise customers may be entitled to enhanced support as specified in their Order Form, including dedicated account management, priority support queues, and extended support hours.

3. Fees and Payment

Customer shall pay CRED the fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted in United States Dollars and are exclusive of all taxes, duties, and other governmental charges. Customer is responsible for all applicable taxes, excluding taxes based on CRED's net income. If CRED is required to collect any such taxes, they will be added to Customer's invoice.

Invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. CRED reserves the right to suspend access to the Services if any invoice remains unpaid for more than fifteen (15) days past the due date, upon providing Customer with at least five (5) days' written notice of the intended suspension.

For subscription-based pricing, fees are non-refundable except as expressly provided in this Agreement. For credit-based consumption, unused credits shall expire at the end of the applicable billing period unless otherwise specified in the Order Form. CRED may adjust its pricing upon the renewal of a subscription term by providing Customer with at least sixty (60) days' written notice prior to the start of the renewal term.

4. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and to not disclose such Confidential Information to any third party except to its employees, contractors, and agents who have a need to know such information for the performance of this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein. Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own Confidential Information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction on disclosure.

The confidentiality obligations under this section shall survive the termination or expiration of this Agreement for a period of three (3) years, provided that obligations with respect to trade secrets shall continue for as long as such information constitutes a trade secret under applicable law.

5. Data Protection

CRED shall process Customer Data in accordance with its Privacy Policy and the Data Processing Agreement ("DPA") attached hereto or otherwise executed between the parties. To the extent Customer Data includes personal data as defined under applicable data protection laws, CRED shall act as a data processor on behalf of Customer (acting as data controller) and shall process such data only in accordance with Customer's documented instructions.

CRED maintains SOC 2 Type II certification and implements industry-standard technical and organizational measures to protect Customer Data against unauthorized access, loss, destruction, or alteration. These measures include, but are not limited to, encryption of data in transit and at rest, role-based access controls, regular security assessments and penetration testing, employee security training, and incident response procedures.

Customer retains all rights, title, and interest in and to Customer Data. CRED shall not access, use, or process Customer Data except as necessary to provide the Services, comply with applicable law, or as otherwise expressly permitted by Customer. Upon termination of this Agreement, CRED shall, at Customer's election, return or delete all Customer Data within ninety (90) days, except to the extent retention is required by applicable law.

6. Warranties

CRED warrants that: (a) it has the legal right and authority to enter into this Agreement and perform its obligations hereunder; (b) the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; (c) the Services will perform materially in accordance with the applicable documentation during the subscription term; and (d) CRED will not knowingly introduce any viruses, malware, or other harmful code into the Services.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CRED MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CRED DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CRED DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA PROVIDED THROUGH THE SERVICES.

7. Indemnification

CRED shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any allegation that Customer's authorized use of the Services infringes a third party's intellectual property rights; or (b) CRED's material breach of its data protection obligations under this Agreement.

Customer shall defend, indemnify, and hold harmless CRED and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use of the Services in violation of this Agreement or applicable law; (b) Customer Data or Customer's collection, processing, or use of personal data through the Services; or (c) any content or materials provided by Customer that infringe a third party's intellectual property rights.

The indemnifying party's obligations are conditioned upon: (i) prompt written notice of the claim; (ii) sole control of the defense and settlement of the claim; and (iii) reasonable cooperation from the indemnified party at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent.

8. Term and Termination

This Agreement commences on the effective date of the first Order Form executed by the parties and shall remain in effect until all Order Forms have expired or been terminated. Each Order Form shall specify an initial subscription term, which shall automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

Either party may terminate this Agreement or any Order Form for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. CRED may also terminate this Agreement immediately if Customer fails to pay any fees when due and such failure continues for more than fifteen (15) days after written notice.

Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Services shall immediately cease; (b) Customer shall pay all fees accrued prior to the effective date of termination; (c) CRED shall, at Customer's request, make Customer Data available for export for a period of thirty (30) days following termination; and (d) each party shall return or destroy all Confidential Information of the other party.

9. General Provisions

This Agreement, together with all Order Forms and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may not be modified except by a writing signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision in the future.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration conducted in San Francisco, California. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Contact Information

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