Master Service Agreement
COLLECTED
MASTER SERVICE AGREEMENT
Last updated: May 9th, 2026
This Master Service Agreement (“MSA”), together with any Order Form signed by a customer that references it, form the “Agreement” between Profit Labs LLC, d/b/a Collected (“Collected”), and the customer identified on that Order Form (“Customer”). If there is a conflict between an Order Form and this MSA, the Order Form controls for seats, fees, term, and implementation dates; this MSA controls everything else.
1. The Service
Collected will provide Customer access to its finance-operations platform (the “Service”) for the seats and term stated in the applicable Order Form. Collected may update the Service’s features from time to time, provided it does not materially reduce the core functionality Customer is paying for.
2. Customer Data
Customer owns all data it submits to the Service (“Customer Data”). Customer grants Collected a license to host, process, and display Customer Data solely to provide the Service. Collected will use commercially reasonable administrative, technical, and physical safeguards to protect Customer Data. Customer is responsible for the accuracy and legality of the data it submits.
3. Fees & Payment
Fees are as stated in the applicable Order Form and are billed in advance on the schedule stated there. Fees are non-refundable except as expressly stated in this Agreement. Amounts unpaid more than 10 days after their due date accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower. If any amount remains more than 15 days past due, Collected may suspend Customer’s access to the Service after 5 days’ written notice, until paid in full. Fees exclude taxes; Customer is responsible for any applicable sales, use, or similar taxes, other than taxes on Collected’s income.
4. Term, Termination & Suspension
The Agreement runs for the term stated in the applicable Order Form. Either party may terminate the Agreement for the other party’s uncured material breach, on 30 days’ written notice and an opportunity to cure. Collected may also suspend or terminate Customer’s access for non-payment as described in Section 3, or immediately if Customer’s use of the Service violates Section 6 or applicable law. On termination, Customer’s right to use the Service ends; Collected will make Customer Data available for export for 30 days following termination, after which Collected may delete it.
5. Suspension for Risk
In addition to Section 4, Collected may temporarily suspend access to the Service if Collected reasonably believes doing so is necessary to prevent harm to the Service, other customers, or third parties (for example, in response to a security threat). Collected will restore access promptly once the risk is resolved and will notify Customer of the suspension without unreasonable delay.
6. Acceptable Use
Customer will not:
- reverse-engineer, decompile, or attempt to derive the source code of the Service;
- use the Service to build or support a product that competes with it;
- share Customer’s seats or login credentials with anyone beyond its licensed users; or
- upload content that is unlawful or that infringes a third party’s rights.
7. Intellectual Property
Collected owns all right, title, and interest in the Service, including its software, design, and any improvements, whether or not developed based on Customer’s feedback. Customer receives only the limited right to use the Service under this Agreement. Any feedback Customer provides about the Service may be used by Collected without restriction or obligation to Customer.
8. Confidentiality
Each party may receive confidential, non-public information from the other (“Confidential Information”). The receiving party will use it only to perform under this Agreement, protect it with reasonable care, and not disclose it to third parties — except to its employees or contractors who need it and are bound to confidentiality obligations at least as protective as these, or as required by law, in which case it will give the other party notice where legally permitted. Customer Data is Customer’s Confidential Information; the pricing and terms of the Order Form are Collected’s Confidential Information. This section survives termination of the Agreement.
9. Warranties & Disclaimer
Each party warrants that it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS,” AND COLLECTED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Collected will use commercially reasonable efforts to keep the Service available, but does not guarantee uninterrupted or error-free operation.
10. Indemnification
Collected will defend Customer against a third party’s claim that the Service, as provided by Collected and used in accordance with this Agreement, infringes that party’s U.S. intellectual property rights, and will pay the resulting damages finally awarded, provided Customer promptly notifies Collected of the claim and allows Collected to control its defense and settlement. Customer will defend and indemnify Collected against claims arising from Customer Data, Customer’s breach of Section 6 (Acceptable Use), or Customer’s violation of applicable law.
11. Limitation of Liability
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES CUSTOMER PAID TO COLLECTED IN THE 12 MONTHS BEFORE THE CLAIM AROSE. This cap does not apply to: either party’s indemnification obligations under Section 10, Customer’s payment obligations under Section 3, a breach of Section 8 (Confidentiality), or either party’s gross negligence or willful misconduct.
12. Force Majeure
Neither party is liable for delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disaster, war, internet or utility outage, or government action — provided the affected party gives prompt notice and resumes performance as soon as reasonably possible.
13. Assignment
Neither party may assign this Agreement without the other party’s written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the other party.
14. Governing Law & Venue
This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Denver County, Colorado.
15. Changes to This MSA
Collected may update this MSA from time to time. For material changes, Collected will provide at least 30 days’ notice (by email or in-app notice) before they take effect. Continued use of the Service after that date means Customer accepts the updated MSA. Changes do not apply retroactively to a dispute that arose before the change took effect.
16. General
- Entire Agreement. This Agreement is the entire agreement between the parties on this subject and supersedes all prior discussions and proposals on it.
- Notices. Notices must be in writing and sent to the contacts identified in the applicable Order Form or otherwise designated in writing.
- Severability. If any provision of this Agreement is found unenforceable, the rest remains in full effect.
- No Waiver. Either party’s failure to enforce a provision is not a waiver of it.
- No Third-Party Beneficiaries. This Agreement does not create rights for anyone other than the parties.
- Publicity. Collected may identify Customer as a client, using Customer’s name and logo only, in customer lists and marketing materials, unless Customer opts out in writing.



