Master Services Agreement
Version 1.0. Effective [EFFECTIVE DATE: set in config/legal.ts].
This Master Services Agreement (the "Agreement") is between [COMPANY LEGAL NAME: set in config/legal.ts], doing business as Canopy ("Canopy", "we", "us"), and the business that signs up for our services ("Client", "you").
You accept this Agreement by checking the box at checkout, by clicking "I agree" in the client portal, or by signing an order that refers to it. The person who accepts confirms they are authorized to bind the Client.
1. Definitions
- Services: the services in your Plan, described in Schedule 1.
- Plan: the package, daily volume, fees and start date you choose at checkout, in the Portal, or in a written order signed by both sides.
- Portal: our client website at app.canopyrelax.info.
- List: the organizations and people we find for you, with the facts and notes about each.
- Prospect: a person on the List.
- Client Content: anything you give us or approve, including email copy, your signature and postal address, your booking link, your targeting instructions, your intake answers and your replies.
- Client Accounts: domains, mailboxes and other accounts registered in your name and used for the Services.
2. The Services
2.1 What we do. We provide the Services in your Plan, as described in Schedule 1.
2.2 How we do it. How we perform the work is up to us. We use our own methods and software, automated tools including AI, and third-party data and software providers. We may change any of these at any time, as long as the Services stay substantially the same.
2.3 Nothing goes out without your approval. We do not email a Prospect until you have approved both the email copy and that Prospect by name, in the Portal or in writing. When you approve, you are telling us you want that Prospect contacted with that copy, in your name.
2.4 No guaranteed results. We aim for the daily volume in your Plan, but how many suitable Prospects exist, and how many reply, meet or buy, depend on things we do not control. Daily volumes are targets, not promises.
2.5 Extra work. If you want something outside your Plan, we will agree on it in writing before we do it.
3. Your part
3.1 Cooperation. You will give us accurate information, complete the intake, review and approve email copy and daily lists within a reasonable time, and tell us promptly about any change that affects who we should contact.
3.2 You are the sender. Emails go out in your name, from mailboxes for your business. You are responsible for the content you approve and for following the laws that apply to your outreach, including the rules in Schedule 2.
3.3 Replies are yours. Prospects reply to you. We may draft suggested responses. You decide whether to send them, and you send them.
3.4 Access. You give us the access to Client Accounts that we need to perform the Services. You may revoke it at any time, but any Services that depend on it will stop.
4. Fees and payment
4.1 Fees. You pay the fees in your Plan. Fees are billed monthly in advance, starting on the day you sign up, by automatic charge to the payment method you give our payment processor. Any setup fee is charged once, at signup.
4.2 Authorization. You authorize us to charge your payment method each month until this Agreement ends.
4.3 Failed payments. If a charge fails, we will tell you. If it is not fixed within 7 days, we may pause the Services until it is.
4.4 Taxes. Fees do not include taxes. You pay any sales, use or similar taxes on the Services, other than taxes on our income.
4.5 Third-party costs. Schedule 1 says which third-party costs our fees include. Third-party accounts set up in your name that are not included are billed to you by those providers, and you pay them directly.
4.6 Price changes. We may change our fees by giving you at least 30 days' notice by email. The new fee applies from your first billing date after the notice period. If you do not agree, you may cancel before then.
4.7 Refunds. Fees already paid are not refundable, including for partial months, except where this Agreement says otherwise or the law requires.
4.8 Billing questions. If you think a charge is wrong, tell us within 30 days of the charge and we will resolve it in good faith.
5. Term and cancellation
5.1 Month to month. This Agreement starts when you accept it and renews each month until either side ends it.
5.2 You may cancel at any time, from the billing page in the Portal or by emailing jay@canopyrelax.info. Cancellation takes effect at the end of the month you have paid for, and we will not charge you again.
5.3 We may end this Agreement for any reason by giving you 30 days' notice. If we do, we will refund any fees you paid for days after the end date.
5.4 Breach and suspension. Either side may end this Agreement immediately by written notice if the other side materially breaches it and does not fix the breach within 10 days of notice. We may also suspend or end the Services immediately if we reasonably believe your outreach breaks the law or Schedule 2, puts our systems or other clients at risk, or is drawing spam complaints above normal levels.
5.5 When this Agreement ends:
(a) Sending stops, and we remove every Prospect from any active email sequence.
(b) You keep the List, as section 7.1 says, as long as you have paid the fees for the periods in which we delivered it.
(c) We stop using Client Accounts and return any access you gave us. If we registered a domain or mailbox for you in our own account, we will transfer it to you if you ask within 30 days, have paid all fees, and cover any transfer cost.
(d) We keep the list of people who asked not to be contacted, so they are not contacted again.
(e) Within 60 days we delete, or return if you ask, the Client Content and copies of the List that we hold. This does not apply to backups deleted on their normal schedule, records the law requires us to keep, or the list in (d).
(f) Sections 4 (for fees owed), 5.5, 6, 7, 8, 9.4, 10, 11 and 12 continue to apply.
6. Data and privacy
6.1 Personal information. Schedule 3 explains how we handle personal information under this Agreement. Our Privacy Policy at app.canopyrelax.info/legal/privacy explains how we handle information about website visitors and Prospects.
6.2 No patient information. The Services are for business outreach and do not need patient information. You will not give us, upload to the Portal, or put in any spreadsheet or email we work with, any protected health information as defined under HIPAA, or any other patient information. We are not your business associate under HIPAA, and no business associate agreement applies unless both sides sign one separately.
7. Ownership
7.1 The List is yours. Once you have paid for the period in which we delivered it, you own the List as a compilation, and you may keep and use it for your own business during and after this Agreement. Some of its information comes from public sources and licensed business data providers. You may use it for your own outreach, but you may not resell it, publish it, or use it to build a list or database for sale to others. Owning your List does not stop us from finding the same organizations or people for other clients, unless your Plan says your territory is exclusive.
7.2 Your content is yours. You own Client Content. You give us a non-exclusive license to use it only to perform the Services.
7.3 Our tools are ours. We own the Portal, our software, prompts, methods, templates and know-how, and anything we create that is not the List or Client Content, including improvements. While this Agreement is in effect you may use the Portal for your own business. You will not copy, resell or reverse engineer it, or use it to build a competing service.
7.4 Feedback. If you suggest improvements, we may use them freely.
7.5 Performance data. We may use information about how the Services perform, combined with other clients' and with nothing that identifies you or any Prospect, to improve the Services.
8. Confidentiality
8.1 Each side will keep the other side's confidential information private, use it only for this Agreement, and protect it with at least reasonable care. Your confidential information includes Client Content, the List and your intake answers. Ours includes the Portal, our non-public pricing, our methods and our providers.
8.2 Information is not confidential if it is public through no fault of the side receiving it, was already known to that side, was lawfully received from someone else, or was developed independently.
8.3 A side may disclose confidential information when the law or a court requires it, after giving the other side notice where the law allows.
8.4 These duties last while this Agreement is in effect and for 3 years after it ends, and for trade secrets for as long as they remain trade secrets.
9. Warranties
9.1 Each side confirms it has the authority to enter this Agreement.
9.2 We will perform the Services with reasonable skill and care, consistent with industry practice. If we do not, tell us within 30 days and we will redo the affected work. If we cannot, you may cancel and we will refund the fees for the affected period. This is your only remedy for a breach of this section.
9.3 You confirm that you have the rights to Client Content, that it is accurate and not misleading, and that your use of the Services and your outreach comply with the law.
9.4 Otherwise, the Services, the Portal and the List are provided "as is". We do not promise that information about any Prospect is complete or current; people change jobs and data can be wrong. To the extent the law allows, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.
10. Limits on liability
10.1 Neither side is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible.
10.2 Each side's total liability under this Agreement is limited to the fees you paid us in the 3 months before the event that caused the claim.
10.3 These limits do not apply to fees you owe us, to your obligations under section 11.1, to a breach of section 8, or to a side's fraud, gross negligence or willful misconduct. Our total liability under section 11.2 is limited to the fees you paid us in the 12 months before the claim.
11. Indemnity
11.1 By you. You will defend us and pay any damages, fines, settlements and reasonable legal fees arising from a third-party claim or government action about: (a) Client Content, or any email or call you approved or made; (b) your breach of Schedule 2 or of laws that apply to your outreach; (c) your use of the List; or (d) patient information you gave us in breach of section 6.2.
11.2 By us. We will defend you and pay any damages, settlements and reasonable legal fees arising from a third-party claim that the Portal, as we provide it, infringes that party's intellectual property. This does not cover claims caused by Client Content, by your changes, or by combining the Portal with things we did not provide. If such a claim is made, we may change the Portal or end this Agreement and refund any prepaid fees for the unused period.
11.3 Process. The side asking for protection will tell the other side promptly, let it control the defense and any settlement, and cooperate at its cost. No settlement may admit fault for, or impose a duty on, the protected side without its consent.
12. General
12.1 Relationship. We are independent contractors. Neither side can bind the other.
12.2 Publicity. We will not name you as a client or describe your results publicly without your written permission. Email is enough.
12.3 Assignment. Neither side may assign this Agreement without the other's consent, except to a successor in a merger or sale of all or most of its business.
12.4 Subcontractors. We may use subcontractors and service providers. We remain responsible for their work under this Agreement.
12.5 Notices. Notices are given by email: to us at jay@canopyrelax.info, and to you at the account email in the Portal. A notice is effective when sent, unless it bounces.
12.6 Events outside our control. Neither side is liable for delays or failures caused by events beyond its reasonable control, including outages or policy changes at third-party providers. This does not excuse payment.
12.7 Changes to this Agreement. We may update this Agreement by posting a new version and emailing you at least 30 days before it takes effect. If you do not agree, you may cancel before it takes effect. If you keep using the Services after that, you accept the new version. Changes required by law may take effect sooner.
12.8 Governing law and disputes. New York law governs this Agreement, without regard to its conflict of laws rules. Before filing a lawsuit, the sides will try for 30 days to resolve the dispute by talking. The state courts in Rockland County, New York, and the federal courts for the Southern District of New York, have exclusive jurisdiction, and each side consents to them. Either side may seek urgent injunctive relief in any court. Each side waives its right to a jury trial.
12.9 Whole agreement. This Agreement, its Schedules and your Plan are the entire agreement between us about the Services and replace any earlier discussions. Your Plan controls for fees, daily volume and dates; otherwise this Agreement controls. Terms in your purchase orders or other forms do not apply.
12.10 Other terms. If any part of this Agreement cannot be enforced, the rest still applies. Not enforcing a right is not a waiver of it. Electronic acceptance and electronic records are as valid as signed paper.
Schedule 1: Services and plans
Included in every plan
- Targeting. We set up who to look for from your intake: the kinds of organizations, the roles, and the places. You can change it in the Portal; changes take effect the next business day.
- Research. On business days we find organizations in your territory and the right people at each, with a short note on why each one made the cut. Where we can, we check each person against a public source or a business database. The Portal shows how each one was checked.
- Your List. The List lives in a spreadsheet you can open at any time, and in the Portal.
- Portal access for your team.
- Daily volume. 10 new Prospects a business day are included. 20 a day is available as an add-on.
List building plan
Everything above. You do your own outreach. We do not send email for you.
Full service plan
Everything above, plus:
- Sending setup. A sending domain and one to three mailboxes named for the person who signs your emails, set up, authenticated and warmed up. No email goes to a Prospect until warmup is complete, usually 2 to 3 weeks.
- Email copy. We draft a sequence of up to 4 emails from your intake. You edit and approve it in the Portal.
- Daily approval. Each business day the Portal shows that day's Prospects. You keep or cut each one, then approve.
- Sending. Approved Prospects receive the approved sequence from your mailboxes, paced to protect your sending reputation. Every email includes your postal address and an opt-out line. Anyone who opts out, bounces or replies is taken out of the sequence.
- Replies. Replies go to your mailbox and appear in the Portal, with a suggested response where useful. You answer them.
Not included unless agreed in writing
Answering replies for you, making calls, booking meetings, work in your CRM, social media outreach, and advertising.
Third-party costs
Our fees include our work, our software, the business data we use and the sending platform. On the Full service plan, your sending domain and mailboxes are registered in your name, and you pay the domain registrar and email provider directly.
Schedule 2: Outreach rules
You agree to these rules, and you allow us to enforce them in the Services.
- Business contacts in the United States. Outreach goes to people in their work roles, at organizations, about your business, and only to contacts in the United States unless we agree otherwise in writing. Other countries have stricter rules, such as Canada's anti-spam law and the EU's GDPR.
- CAN-SPAM. Every email must identify your business truthfully in the "From" line, have a subject line that is not misleading, include a valid physical postal address for your business, and give a clear way to opt out. Opt-outs are honored within 10 business days, and the person is not contacted again. We add your postal address and an opt-out line to every email. You will give us a valid postal address before sending starts.
- Honest content. No false or misleading claims. No claims about results, credentials, licenses, insurance or outcomes you cannot back up. No impersonation. No fake replies, such as "Re:" on a first email, and no false urgency.
- Healthcare rules. No patient information and no medical advice in any email. You will not use the Services to offer or pay anything of value in exchange for patient referrals. You are responsible for making sure your referral relationships comply with the federal Anti-Kickback Statute, the Stark Law, and state laws on referrals, fee-splitting and patient brokering.
- Calls and texts. We do not make calls or send texts. If you call or text people on the List, you will follow the Telephone Consumer Protection Act and all telemarketing and do-not-call rules, and you will not use autodialed or prerecorded calls or texts to mobile numbers without the consent the law requires.
- Not allowed: unlawful, harassing, discriminatory, sexually explicit or deceptive content; malware or phishing links; adding contacts we did not find, unless you confirm in writing that they are lawfully obtained business contacts; getting around sending limits or the reputation protections we put in place; scraping or overloading the Portal; and sharing Portal logins with anyone outside your team.
- Sending health. We may pause sending, lower volume, or remove contacts to protect deliverability, for example when bounces or spam complaints are high or a mailbox provider flags your mail.
- Complaints. You will tell us promptly about any complaint, legal demand or regulator inquiry about the outreach.
Schedule 3: Data processing
- Roles. For Client Content, we process personal information on your behalf, only to perform the Services. We act as your service provider and you decide how the information is used for your outreach. For the research we do to build Lists, and for our own business records (accounts, billing, Portal use), we act on our own behalf, as our Privacy Policy describes.
- Instructions. We process Client Content only to provide the Services, as this Agreement and your written instructions say, or as the law requires.
- No sale. We will not sell or share Client Content, and we will not use it for any purpose other than the Services.
- Security. We use reasonable administrative, technical and physical safeguards, including access limited to people who need it, encryption in transit, encryption of stored account credentials, and multi-factor authentication on our administrative accounts where available.
- People. Everyone who works on your account is bound by confidentiality duties.
- Service providers. We use service providers for hosting, databases, payments, email delivery, spreadsheets and storage, forms, business data and AI processing. We require them to protect personal information and we remain responsible for them under this Agreement.
- Security incidents. If we confirm a security incident affecting personal information in Client Content, we will tell you without undue delay, and within 72 hours of confirming it, and we will cooperate with you in responding.
- Requests from Prospects. If a Prospect asks us to delete, correct or stop using their information, we will act on it, and we will tell you if it relates to your outreach. If a Prospect asks you, tell us and we will help. Anyone who asks not to be contacted is added to our do-not-contact list and is not contacted again for any client.
- Questionnaires. Once a year, on reasonable request, we will answer a security questionnaire about the Services.
- End of service. At the end of this Agreement we handle Client Content as section 5.5 says.