Master Services Agreement
Last Updated: March 5, 2026
This Master Service Agreement, any applicable Order Forms, Exhibits, and/or Addenda (collectively, the "Agreement") is a legal agreement between you ("Client") and Company (defined below) to purchase access to the Company Platforms and related subscription services and other services (collectively, the "Services"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in any applicable Order Form.
"Company" means Fullsteam Software Holdings LLC DBA Ricochet, a subsidiary of Fullsteam Operations LLC.
"Order Form" means a separate ordering agreement (including but not limited to a statement of work, proposal, or change order), or page on the Site pursuant to which Client purchases Services.
"Company Platforms" means collectively and individually, https://www.ricoconsign.com/ and any subdomains, and any websites, platforms, exchanges, successor platforms and exchanges, software, hardware, portals, applications, APIs, programs, components, functions, screen designs, reporting data, and report formats owned or operated by Company and all updates, upgrades, derivative works, releases, and patches used to receive or review data and results of the Services.
BY ACCESSING OR USING THE SERVICES OR ENTERING INTO AN ORDER FORM, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON CLIENT'S BEHALF, AND YOU ACCEPT THE TERMS OF THIS AGREEMENT AND COMPANY'S PRIVACY POLICY AT https://www.ricoconsign.com/privacy. IF YOU DO NOT ACCEPT ALL TERMS OR ARE NOT AUTHORIZED, YOU ARE PROHIBITED FROM ACCESSING THE SERVICES. THE SERVICES ARE OFFERED ONLY TO USERS EIGHTEEN (18) YEARS OF AGE OR OLDER.
If there is any conflict between this Master Service Agreement and an applicable Order Form, the Order Form controls. The "Effective Date" is the earlier of (a) Client's initial access to Services through provisioning, registration, or order process, or (b) the effective date of the first Order Form.
1. Services and Terms
1.1 Grant of Access. Subject to this Agreement, Company grants Client a limited, non-exclusive, revocable, non-transferable, non-sublicensable right for Authorized Users to access and use the Services during the applicable Term for Client's internal business purposes, and if expressly permitted in an applicable Order Form, for franchisors to sublicense to franchisees for the same business purpose. Client is responsible for Authorized Users' compliance and account activity.
1.2 Reservation of Rights. Access is provided on a limited term and Services basis. All rights not specifically granted are reserved by Company. Client shall promptly notify Company of known or suspected misuse, infringement, or credential compromise.
1.3 Professional Service Deliverables. Unless otherwise stated in an Order Form, all work product, customizations, improvements, and enhancements created by Company for Client are owned exclusively by Company. Client irrevocably assigns any such rights not automatically owned by Company.
1.4 Feedback. Company may use feedback without restriction or obligation. Client irrevocably assigns ownership of feedback to Company.
1.5 Anonymized Data. Company owns all rights in anonymized data and may use, display, transmit, modify, and create derivative works from it for lawful purposes, including maintaining and improving Services.
1.6 Third-Party Providers. Client's use of third-party providers integrated with Services is governed by Client's agreements with those providers. Company is not responsible for third-party provider issues, data loss, downtime, or unavailability caused by those providers.
1.7 Documentation. Company grants Client a limited right to use and copy Services documentation for internal use, archival, and Authorized User training. Company may modify documentation at its discretion.
2. Prohibitions
Client and Authorized Users shall not modify, decompile, reverse engineer, decrypt, recreate source code, or create derivative works from Services without prior written consent. Client and Authorized Users shall not copy, sublicense, sell, transfer, lease, disclose, or provide Services to third parties; use Services for bureau/outsourcing processing for third parties; publish unlawful or infringing content; run unauthorized security testing; attempt unauthorized access; launch automated scraping tools; or use Services in violation of law.
3. Suspension
Company may suspend Client and/or Authorized Users' access in whole or in part if Company determines that (a) Client or Authorized Users breach this Agreement, (b) account payment is thirty (30) days or more overdue after notice, or (c) use risks harm to other customers or the security, availability, or integrity of Services.
4. Client Data
4.1 Client Data. Client represents and warrants that it has all rights, licenses, consents, and permissions needed to provide and authorize use of Client Data and that Company's use of Client Data under this Agreement will not violate law, third-party rights, or applicable privacy terms.
4.2 License to Client Data. Client grants Company a worldwide, non-exclusive right to use, copy, store, transmit, display, modify, and create derivative works of Client Data as necessary to provide Services.
4.3 Accuracy of Client Data. Client is solely responsible for the accuracy, content, currency, completeness, and delivery of Client Data.
4.4 Return of Client Data. On termination/expiration or request, Company will provide access to Client Data in a commonly used machine-readable format (or agreed format) for no more than thirty (30) days after termination/expiration, after which Company may delete Client Data per standard procedures.
5. Payment
5.1 Fees and Expenses. Client must promptly pay all fees and amounts in each applicable Order Form. Check payments may include a $25 processing fee. Company may adjust fees with thirty (30) days notice. Unless otherwise stated, invoices are monthly and due upon invoice unless disputed in good faith. Invoice disputes must be raised in writing within ten (10) business days. Late payments are subject to 1.5% monthly service charge (18% annually) or the legal maximum, whichever is less. Fees are non-refundable/non-cancellable unless expressly stated otherwise and exclude taxes.
5.2 Taxes. Client is responsible for applicable sales, use, GST, HST, VAT, withholding, or similar taxes/levies, excluding Company's income tax.
6. Client Obligations
6.1 Client Contact. Client will cooperate with Company, appoint an authorized primary contact, and provide required access to premises/data. Delays caused by Client may excuse Company's performance until access is provided.
6.2 Client Requirements. Client must provide and maintain all required hardware, software, internet access, browsers, and related systems required to access and use Services.
6.3 Accessibility. Client is solely responsible for compliance with accessibility laws applicable to Client's use of Services.
6.4 Acceptable Use Policy. Client is solely responsible for all postings, communications, data, and transmissions using Services by Client and permitted users. Client shall not use Services illegally or to violate rights, and shall comply with any applicable third-party content terms. Company may suspend Services immediately where illegal or disruptive use is reasonably suspected. Client shall defend, indemnify, and hold Company harmless from third-party claims based on Client communications/content.
6.5 Calls and Messaging. If Services include email/calling/text features, Client is solely responsible for compliance with applicable laws (including CAN-SPAM, TCPA, and comparable laws), required permissions/consents, and message content.
6.6 Payment Processing. Unless otherwise stated in an Order Form, Client must enroll in and process through Company's integrated payment platform within sixty (60) days of the Effective Date. Company may delay/restrict/remove access or apply non-integrated payment processing fees for non-compliance.
7. Security and Privacy; Data Processing
Company will use reasonable administrative, physical, and technical safeguards. Client will use reasonable efforts to prevent unauthorized access. Each party will promptly notify the other of unauthorized access/use. Client Data may be processed in the United States or other countries where Company or providers maintain facilities, and Client consents to such transfer, use, and disclosure.
8. Term and Termination
8.1 Term. This Agreement begins on Effective Date and continues until expiration/termination of all applicable Order Forms or earlier authorized termination. Unless otherwise set in an Order Form, the Initial Term is twelve (12) months and auto-renews for successive twelve (12) month terms unless either party gives at least ninety (90) days written notice before the current term ends.
8.2 Termination. Either party may terminate if the other materially breaches and fails to cure within thirty (30) days after written notice, ceases operation without successor, or enters insolvency/bankruptcy-related proceedings not dismissed within sixty (60) days.
8.3 Additional Termination Rights. Company may terminate at any time in its sole discretion with thirty (30) days notice.
8.4 Early Termination. If Client terminates before term end, or Company terminates for Client material breach, Client forfeits pre-paid fees and, where fees are not prepaid, owes monthly fee multiplied by months remaining in term.
8.5 Effect of Termination. Upon termination/expiration, Client access ceases except limited use to export Client Data. Client will return documentation and return/destroy Company's Confidential Information on request.
8.6 Survival. Provisions that by nature should survive termination/expiration continue in full force and effect.
9. Limited Warranty and Disclaimer
9.1 Limited Warranty. Each party warrants authority to enter this Agreement. Company warrants Services will materially perform as described in documentation, Services will be performed professionally, and Company will use industry-standard measures to reduce harmful code risk (excluding Client Data).
9.2 Warranty Remedy. If Company breaches this section and Client makes a reasonably detailed claim within thirty (30) days of discovery, Company will use reasonable efforts to correct non-conformity. If impracticable, either party may terminate affected Order Form portion and Company will refund pre-paid unused fees for terminated portion.
9.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, SERVICES, DOCUMENTATION, AND PROFESSIONAL SERVICES DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS. COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE OR REGULATORY COMPLIANCE, AND CLIENT IS SOLELY RESPONSIBLE FOR BACKUPS, ARCHIVES, AND LEGAL COMPLIANCE.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE, WORK STOPPAGE, OR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE FULLEST EXTENT ALLOWED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY SHALL NOT EXCEED THE LESSER OF (1) $10,000.00 OR (2) TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations apply regardless of legal theory and survive even if any limited remedy fails of its essential purpose. No claim may be brought more than twelve (12) months after it arose.
11. Indemnification
11.1 Company Indemnification. Company will indemnify, defend, and hold harmless Client from third-party claims finally awarded to the extent directly arising from Company's provision of Services infringing third-party IP rights in the United States.
11.2 Client Indemnification. Client will indemnify, defend, and hold harmless Company and affiliates from third-party claims arising from Client Data/Third Party Content, breach, gross negligence/willful misconduct, unauthorized modifications, law violations, and IP infringement.
11.3 Indemnification Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and permit defense control, subject to consent for settlement.
11.4 Mitigations and Exceptions. In response to potential infringement claims, Company may procure rights, replace/modify affected Services, or terminate the affected Order Form portion and refund pre-paid unused fees for that portion.
11.5 Conditions. Company has no indemnification obligation for claims resulting from Client modifications, non-current release use, non-compliant use, or settlements/admissions without Company consent.
11.6 Exclusive Remedy. This section provides Client's exclusive remedy and Company's entire liability for third-party IP infringement claims.
12. Confidentiality
12.1 Confidential Information. Receiving party shall not disclose or use disclosing party's non-public confidential/proprietary information except as permitted by this Agreement. Exclusions include information already known without restriction, rightfully received from third party, publicly available without breach, independently developed, or approved for release.
12.2 Return of Confidential Information. On termination or request, receiving party will return or destroy Confidential Information, subject to lawful retention, archival, and compliance obligations.
12.3 Confidentiality and Non-Use. Receiving party shall protect Confidential Information with reasonable care and may disclose only to personnel/representatives with need to know under comparable confidentiality obligations.
12.4 Remedies. Unauthorized use/disclosure may cause irreparable harm; parties may seek injunctive and equitable relief without bond in addition to other remedies.
12.5 Permitted Disclosures. Disclosures may be made as reasonably necessary to perform the Agreement or comply with law/governmental requirements, with reasonable prior notice where legally permitted and reasonable efforts for confidential treatment.
13. Non-Solicitation
During the Term and for twelve (12) months thereafter, Client shall not directly or indirectly solicit for employment any person performing work under this Agreement on Company's behalf. If breached, Client will pay liquidated damages equal to 50% of the solicited employee's annual salary unless otherwise agreed.
14. Publicity
Neither party may publicly announce this Agreement without prior written consent, except as required by law. Company may include Client and trademarks in customer lists/promotional materials, and will cease use on Client's written request.
15. Equipment
Client must purchase necessary equipment as set forth in the Order Form. For Company-sold equipment, title transfers only after full payment. For third-party equipment, Company provides no warranties and is not responsible for defect, suitability, or performance. Client operates equipment at its own risk and indemnifies Company for claims/damages arising from equipment use.
16. AI Powered Features and Services
Services may include AI technologies for content generation, recommendations, automated responses, analytics, and predictive functionality ("AI Features"). Client acknowledges interactions may include AI-generated content.
AI Data Usage Rights; Training and Model Improvement. Client grants Company a non-exclusive, worldwide, transferable, sublicensable, royalty-free, perpetual, irrevocable license to use, process, analyze, host, store, reproduce, modify, create derivative works from, transmit, and display Client Data for training/improving AI models, feature and service development, research, analytics, benchmarking, quality/performance optimization, security monitoring, and service delivery.
- Improve the accuracy and relevance of AI-generated responses
- Enhance the performance and capabilities of AI Features
- Develop new AI-powered functionalities
- Reduce errors and improve user experience
Client represents and warrants it has obtained all rights, consents, and permissions necessary to grant this license and permit processing, including for end users and third parties.
AI Content Limitations and Disclaimers; Accuracy and Reliability. AI outputs are provided "as is" and may contain inaccuracies, errors, or outdated information. Company makes no warranties as to accuracy, completeness, reliability, or suitability.
Client is solely responsible for deciding whether AI outputs are appropriate and must apply human review and validation before reliance.
Client shall not (and shall ensure end users do not): use AI features for unlawful/harmful/fraudulent/infringing uses; input prohibited categories of sensitive data without explicit written permission and applicable data protection agreement; attempt to extract source/models/training data; develop competing models; circumvent limits/safety controls; conduct/publish benchmarks without prior written consent; or use AI features in hazardous/high-risk fail-safe contexts (including life support, medical diagnosis/treatment, emergency services, autonomous vehicles, weapons, aviation, nuclear facilities, or critical infrastructure).
Client acknowledges AI features may reflect bias, produce inappropriate/offensive/harmful output, create potentially infringing content, fail on context/nuance, and produce inconsistent results.
No Guarantee of Performance. Company does not guarantee AI features will meet specific requirements, be uninterrupted, or be error-free.
Changes to AI Features. Company may modify, update, or discontinue AI features at any time.
17. VAT Registration Requirements
17.1 Mauritius-Based Clients. If Client is based/incorporated/resident in Mauritius, Client represents and warrants it maintains valid VAT registration in good standing throughout the Term.
17.2 South Africa-Based Clients. If Client is based/incorporated/resident in South Africa, Client represents and warrants it maintains valid VAT registration in good standing throughout the Term.
17.3 Proof of Registration. On request, Client shall provide written evidence of valid VAT registration within ten (10) business days.
17.4 Maintenance of Registration. Client shall immediately notify Company if VAT registration is suspended, revoked, invalid, or if Client receives tax authority notice regarding VAT registration status.
18. Payment Card Industry Data Security Standard
18.1 Scope. This Section applies only to services that involve cardholder data and sensitive authentication data (collectively, “Account Data”) or that could impact the security of the Client’s Account Data.
18.2 PCI Responsibility. Company acts as a service provider and acknowledges responsibility for the security of Account Data that it stores, processes, or transmits on behalf of Client, as well as for the security of systems and services under its control that could impact the security of the Client’s Account Data.
18.3 Shared Responsibility. Each party shall: a) be responsible for the security and compliance of their systems, services, and applications; b) maintain appropriate administrative, physical, and technical safeguards designed to protect Account Data and support applicable PCI DSS requirements; and c) promptly, and without undue delay, notify the other party upon becoming aware of a confirmed unauthorized access to Account Data.
19. General Provisions
19.1 Relationship of the Parties. Parties are independent contractors, not agents, partners, or joint venturers.
19.2 Assignment. Neither party may assign this Agreement without prior written consent, except assignment upon notice in merger/reorganization/acquisition or transfer of substantially all assets or voting securities. Unauthorized assignment is void.
19.3 Entire Agreement. This Agreement is the entire agreement and supersedes prior/contemporaneous agreements and communications on its subject matter.
19.4 Updates to Agreement and Services. Company may revise this Agreement and modify/discontinue Services at any time. Revisions are effective when posted. Continued use after updates constitutes acceptance.
19.5 Notices. Notices to Client may be delivered by overnight courier, email, or U.S. mail to contact information on file. Notices to Company must be sent to Legal Department - Ricochet, 540 Devall Drive, Suite 301, Auburn AL 36832, Attn: General Counsel, with email copies to support@ricoconsign.com and Legal@fullsteam.com.
19.6 Equitable Relief. Non-breaching party may seek injunctive and equitable relief for breach in addition to other remedies.
19.7 Governing Law and Jury Trial Waiver. Governing law is Alabama/USA, Ontario/Canada, or France depending on Client domicile as stated in the Agreement. Parties consent to exclusive jurisdiction in corresponding courts and waive jury trial rights to the fullest extent permitted.
19.8 Dispute Resolution. Parties will escalate disputes to management and meet/confer in good faith. If unresolved, parties agree to at least one day of non-binding mediation before filing suit.
19.9 Force Majeure. Neither party is liable for delay/failure due to events beyond reasonable control, except payment obligations. If delay exceeds ninety (90) days, either party may terminate upon notice as applicable.
19.10 Subcontractors. Company may use subcontractors but remains responsible for performance and delivery of Services.
19.11 Waivers and Severability. Waivers must be written. Invalid provisions are limited to minimum extent necessary and remaining provisions continue in effect.
19.12 Third Parties. Except as expressly provided, this Agreement creates no third-party rights or beneficiaries.
19.13 Export. Client acknowledges Services may be subject to export/sanctions laws and agrees to comply with all applicable trade laws and restrictions.
19.14 Compliance with Laws. Client and Company will comply with applicable laws in their access, use, and provision of Services.
19.15 Open Source and Third-Party Software. Services may include open-source software. Authorized internal use of unmodified Services as provided does not require Client to comply with OSS license obligations unless otherwise required.
19.16 Government End-Users. Services are commercial computer software and use by U.S. government entities is subject to applicable FAR/DFARS restrictions.
19.17 Antibribery and Kickbacks. Client represents no improper payments/gifts were offered or received in connection with this Agreement beyond ordinary reasonable business gifts/entertainment and will promptly report known violations.
20. Class Action Waiver
20.1 THIS SECTION CONTAINS A BINDING CLASS ACTION WAIVER. TO THE EXTENT PERMITTED BY LAW, CLIENT MAY ONLY BRING CLAIMS ON ITS OWN BEHALF AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE BASIS. TO OPT OUT, CLIENT MUST NOTIFY COMPANY IN WRITING WITHIN THIRTY (30) DAYS OF FIRST BECOMING SUBJECT TO THIS PROVISION, USING legal@fullsteam.com, and include name, residence address, account email, and clear opt-out statement.
21. Language
The parties hereto acknowledge that they have expressly requested and are satisfied that this Agreement and all related documents and notices be drawn up in English. Les parties reconnaissent qu’elles ont expressément exigé que le présent Contrat et tous les documents et avis qui s’y rattachent soient rédigés en anglais et s’en déclarent satisfaites.