MASTER SERVICES AGREEMENT — Sellexio, Inc.
Version 2026.01 · Effective 2026-01-15
1. SERVICES. Sellexio provides a SaaS platform for maritime claim recovery, document extraction, fraud detection, general average apportionment, and legal drafting ("Services"). Access is provided per the Order Form or online plan selected by Customer.
2. FEES. (a) Subscription fees are billed monthly or annually in advance, non-refundable. (b) Success fees equal twenty percent (20%) of amounts actually recovered on claims where Sellexio's platform generated the drafted demand or filing, unless a different percentage is agreed in writing on a per-claim Engagement Letter. Success fees are due within 30 days of Customer's receipt of recovered funds.
3. KILL FEE. If Customer settles a claim directly with a counterparty within 90 days of Sellexio generating a demand or filing for that claim, a kill fee equal to 7.5% of the settled amount applies, capped at USD 25,000 per claim.
4. WARRANTIES. Sellexio warrants that the Services will substantially conform to the documentation. Customer warrants that it has the right to upload the data and documents provided.
5. IP. Sellexio retains all intellectual property in the Services. Customer retains all rights in Customer Data. Customer grants Sellexio a limited license to use Customer Data solely to provide the Services.
6. CONFIDENTIALITY. Each party will protect the other's Confidential Information with reasonable care and use it only to perform under this Agreement.
7. LIMITATION OF LIABILITY. Except for breaches of confidentiality, IP indemnity, or fees owed, each party's aggregate liability is limited to the greater of USD 100,000 or amounts paid by Customer to Sellexio in the twelve months preceding the claim. No party is liable for indirect, incidental, or consequential damages.
8. INDEMNITY. Sellexio will defend Customer against third-party claims that the Services infringe registered IP, subject to Customer's prompt notice, cooperation, and sole control of defense by Sellexio.
9. TERM & TERMINATION. Term begins on the Effective Date and continues per the selected plan. Either party may terminate for uncured material breach after 30 days' written notice. Fees earned prior to termination are non-refundable.
10. GOVERNING LAW. This Agreement is governed by the laws of the State of Delaware, USA. Disputes are resolved by binding arbitration under the American Arbitration Association Commercial Rules, seated in New York, NY, unless the parties agree otherwise in writing.
11. FORCE MAJEURE. Neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, epidemics, government action, upstream provider outages).
12. ENTIRE AGREEMENT. This MSA, together with the DPA at /legal/dpa, Subprocessor list at /legal/subprocessors, and any applicable Order Form and Engagement Letters, constitutes the entire agreement. It supersedes prior discussions on the same subject.
SIGNED electronically. Signature record retained in Sellexio's tamper-evident agreements ledger.