Master Services Agreement (MSA) — MindNote B2B Pilot & Subscription

Version: 1.0 Provider: MindNote ("MindNote", "we", "us", "Provider") Contact: hello@mindnote.online Web: https://www.mindnote.online/ · https://workspace.mindnote.online/

1. Parties & Structure

This Master Services Agreement (the "Agreement" or "MSA") is entered into between MindNote and the customer identified on an executed Order Form or Letter of Intent ("Customer"). It governs:

The B2B Pilot Program (the "Pilot"), and
Any subsequent paid subscription ordered via an Order Form.

This MSA is suitable for both startup and enterprise customers.

	Provider	Customer
Legal name	MindNote	_______________________
Address	_______________________	_______________________
Primary contact	hello@mindnote.online	_______________________
Billing contact	_______________________	_______________________
Tax / VAT ID	_______________________	_______________________

2. Incorporated Documents

The following are incorporated by reference and form part of this Agreement. In case of conflict, the order of precedence is: (1) signed Order Form / LOI, (2) this MSA, (3) DPA, (4) other linked documents.

Terms of Service (01_Terms_of_Service)
Data Protection Addendum (02_Data_Protection_Addendum)
Privacy Policy (03_Privacy_Policy)
Acceptable Use Policy (04_Acceptable_Use_Policy)
Product-Specific Terms (05_Product_Specific_Terms)
AI/ML Compliance Addendum (06_AI_ML_Compliance_Addendum)
Privacy Notice (B2B) (09_Privacy_Notice_B2B)
Sub-processor List (10_Subprocessor_List)
Security & Compliance Overview (11_Security_Compliance_Overview)
Data Security Addendum (12_Data_Security_Addendum)
AI Data Handling Statement (13_AI_Data_Handling_Statement)
Onboarding Guide (15_Onboarding_Guide)
Support Procedures (16_Support_Procedures)
SLA (17_SLA)

3. The Service

"Service" means the MindNote platform across Web (workspace.mindnote.online), iOS, and Android, including:

Block-based rich editor (media, tables, embeds, slash commands, file/image upload, comments).
AI features: prompt editing, summarization, translation, list completion, style profile.
Multimodal ingestion: speech-to-text, image OCR, YouTube video-to-text, live and virtual meeting transcription (Google Meet, Microsoft Teams, Zoom).
Sharing (private and public links), comments and threaded replies, exports (PDF, Word, Excel, Markdown).
Authentication via email/password and Google OAuth.
Web, mobile, and offline-capable note storage with cross-device sync.

Roadmap items (e.g., Slack Huddles, additional export targets, HIPAA, brain-to-text, collaboration on the same note) are not part of the committed Service until released to general availability.

4. Pilot Commercial Terms

Item	Terms
Pilot price	USD 100 per seat for the full 4-month Pilot term (flat)
Minimum seats	2 seats
Cohort	Limited to 20 companies per pilot cohort
Initial term	4 months
Usage	Unlimited usage during the Pilot (AI prompts, transcription, notes, shares)
File sizes	Unlimited PDF import/export size during the Pilot (subject to fair-use and the AUP)
Payment	One-time prepayment per seat for the 4-month Pilot
Refunds	None (see §11)
Conversion	At Pilot end, Customer may sign a new Order Form to continue under this MSA

Enterprise pricing (additional seats, custom transcription volumes, dedicated infrastructure, additional compliance work) is quoted separately and recorded in the Order Form.

5. Order Forms

Each Order Form will specify: number of seats, fees, billing frequency, term, start date, plan tier, any custom features or services, and Customer authorized administrators. Order Forms are subject to and governed by this MSA.

6. Customer Accounts, Users & Seats

A "Seat" entitles one named individual to access the Service. Seats are not concurrent licenses.
Customer is responsible for all activity under its account, for keeping credentials secure, and for ensuring its users comply with the Acceptable Use Policy.
Customer may reassign Seats from departed users to new users at no cost.

7. Customer Data & License

"Customer Content" means notes, files, transcripts, recordings (for transcription), prompts, attachments, and any other data uploaded by Customer or its users.
Customer retains all ownership of Customer Content.
Customer grants MindNote a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, and display Customer Content solely to provide and improve the Service for that Customer.
MindNote does not use Customer Content to train shared/foundation models. Training opt-out is enforced with all third-party model providers per the AI Data Handling Statement.
Any future, per-tenant personalized model capability is opt-in, scoped to the Customer's own tenant, and never shared across customers.

8. Data Protection, Security & Sub-processors

The DPA governs processing of personal data; MindNote is processor, Customer is controller.
Security controls are described in the Security & Compliance Overview and Data Security Addendum (TLS 1.2+, AES-256 at rest, RLS, JWT sessions, RPO/RTO ≤ 24h, audit logging).
The Sub-processor List is public and maintained at MindNote's website; MindNote will notify Customer of material changes via email or the trust hub.
Compliance status: GDPR, CCPA, COPPA, EU AI Act (applicable tier): operational. SOC 2 Type II, ISO 27001, ISO/IEC 42001, HIPAA + BAA: planned (Roadmap & Certifications).

9. AI / ML Use

AI outputs are generated by third-party models (OpenAI, Google) and the integrated Lovable AI Gateway.
All AI-generated content is inserted at the user's caret for human review; nothing is auto-applied without user action.
AI-generated content is marked in the editor (Art. 50 transparency) and the marker is user-toggleable.
Customer must not use the Service for prohibited or high-risk AI use cases listed in the AI/ML Compliance Addendum (§2) and the AUP.

10. Acceptable Use

Customer and its users must comply with the AUP, including no unlawful content, no infringement, no malware, no scraping or reverse engineering, no use for prohibited/high-risk AI applications, and no abuse of fair-use limits for transcription/OCR/AI calls. MindNote may suspend access for material AUP violations after notice (or immediately for severe violations).

11. Fees, Payment, Refunds

Fees are stated in the Order Form, exclusive of taxes.
Invoices are due net 30 unless otherwise stated.
Late payments accrue interest at 1% per month or the maximum permitted by law, whichever is lower.
All fees are non-refundable, including in cases of early termination by Customer, low utilization, change of evaluation outcome, or downsizing of seats during a term.
MindNote will not refund prepaid Pilot or subscription fees except where required by mandatory law.

12. Liability

The Service is provided "as is" and "as available". Except as expressly stated in this MSA or DPA, MindNote disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy of AI outputs, and uninterrupted availability.
MindNote takes commercially reasonable measures to keep the Service secure but is not liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, loss of profit, revenue, goodwill, data, or business interruption, even if advised of the possibility of such damages.
Aggregate liability cap: MindNote's total aggregate liability arising out of or related to this Agreement shall not exceed the fees paid by Customer in the 12 months preceding the event giving rise to the claim.
Nothing in this Agreement excludes liability that cannot be excluded under applicable law (e.g., gross negligence, willful misconduct, death or personal injury caused by negligence).

13. Indemnification

By MindNote: MindNote will defend Customer against third-party claims that the Service, when used as permitted, infringes a third party's intellectual property rights, and will pay damages finally awarded, subject to the liability cap in §12.
By Customer: Customer will defend MindNote against third-party claims arising from Customer Content, breach of the AUP, or use of the Service in violation of law.
Indemnification requires prompt written notice, sole control of defense by the indemnifying party, and reasonable cooperation.

14. Service Levels & Support

Uptime targets and incident response are defined in the SLA document (up to 99.9% monthly uptime for enterprise plans).
Support severity levels (S1–S4) and response targets are defined in the Support Procedures document.
Service credits described in the SLA are Customer's sole and exclusive remedy for downtime or missed service levels. No refunds.

15. Term & Termination

Term: Begins on the Effective Date and continues for the term in the Order Form / LOI.
Renewal: Subscriptions do not auto-renew unless the Order Form expressly states so.
Termination for convenience: Either Party may terminate on 30 days' written notice; prepaid fees are non-refundable.
Termination for cause: Either Party may terminate on material uncured breach after 30 days' written notice (15 days for the Pilot).
Effect: Access is disabled at the end of the term. Customer may export Customer Content via in-product tools for 30 days post-termination. After 30 days, Customer Content may be deleted or anonymized per the Privacy Policy.

16. Confidentiality

Each Party will protect the other's Confidential Information with at least reasonable care, use it only for the Agreement, and limit access to personnel with a need to know. Obligations survive 3 years post-termination (perpetually for trade secrets).

17. Publicity

MindNote may identify Customer by name and logo as a customer on its website and in marketing materials. Customer may opt out by written notice to hello@mindnote.online.

18. Notices

Notices to MindNote: hello@mindnote.online. Notices to Customer: the email address on the Order Form. Notices are effective on delivery.

19. General

Assignment: Neither Party may assign without the other's written consent, except to a successor in interest in a merger, acquisition, or sale of substantially all assets.
Force majeure: Neither Party is liable for delays caused by events outside its reasonable control.
Entire agreement: This MSA, the Order Form / LOI, and the incorporated documents form the entire agreement and supersede prior agreements on the same subject.
Severability: If any provision is unenforceable, the rest remains in force.
No waiver: Failure to enforce is not a waiver.
Independent contractors: Nothing creates an agency, partnership, or joint venture.

20. Governing Law & Venue

This Agreement is governed by the laws of MindNote's place of establishment, excluding conflict-of-law rules. The competent courts of that jurisdiction have exclusive jurisdiction, unless the Order Form states otherwise. The Parties may agree to arbitration (e.g., ICC, AAA) in the Order Form for enterprise deals.

21. Signatures

For MindNote

Name: _______________________ Title: _______________________ Date: _______________________ Signature: _______________________

For Customer

Name: _______________________ Title: _______________________ Date: _______________________ Signature: _______________________

Annex A — Order Form (Template)

Field	Value
Customer legal name	_______________________
Plan	☐ Pilot ($100/seat for 4-month term, min 2 seats, unlimited usage & PDF size) ☐ Subscription (custom)
Initial term	4 months (Pilot) or _____ months (Subscription)
Billing frequency	☐ One-time Pilot prepay ☐ Annual prepay ☐ Other: ______
Seats	_____
Start date	_______________________
Total fee (USD)	_______________________
Authorized admin(s)	_______________________
Custom features / SLAs	_______________________
Notes	_______________________

Signed by both Parties as a separate Order Form incorporating this MSA.

MindNote — hello@mindnote.online — https://www.mindnote.online/