Master Services Agreement (MSA)
Last Updated: November 1, 2025
Welcome to Innolance, Inc. (“Innolance,” “we,” “our,” or “us”).
This Master Services Agreement (“Agreement”) governs all managed service subscriptions, integrations, product development, and consulting engagements provided by Innolance to its clients (“Client,” “you,” or “your”).
By signing a proposal, completing a subscription purchase, or otherwise accepting these terms (including by making payment through Innolance’s HubSpot Commerce platform), you agree to be bound by this Agreement.
If you do not agree with these terms, please do not proceed with purchasing or using our services.
1. Scope of Agreement
This Agreement governs all managed service subscriptions, integrations, product development, and consulting engagements provided by Innolance.
For subscription customers, support and service requests will be submitted through Innolance’s Customer Portal or designated support email as outlined in the applicable plan.
Specific deliverables, service levels, and ticket handling processes will be defined in the relevant Subscription Plan, Order Form, or Statement of Work (SOW) (collectively referred to as “Engagement Documents”).
2. Term and Termination
Term:
This Agreement becomes effective on the earlier of (a) the date the Client signs an Engagement Document, or (b) the date the Client completes a subscription purchase, accepts these terms electronically, or makes the first payment to Innolance.
This Agreement remains in effect while any subscription or engagement is active, unless terminated earlier under this section.
Termination for Convenience:
Either party may terminate this Agreement or any active subscription with thirty (30) days’ written notice, or by canceling the subscription in accordance with the applicable Subscription Plan terms.
Termination will not relieve the Client of obligations incurred prior to the effective cancellation date.
Termination for Cause:
Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice.
3. Fees and Payment
Fees for each engagement will be defined in the applicable Engagement Document or Subscription Plan.
Payments made via HubSpot Commerce, invoice, or other electronic method are subject to the terms displayed at checkout.
All fees are non-refundable once services are rendered or the subscription period has begun, except for Innolance’s 30-day satisfaction guarantee on managed service subscriptions.
If the Client cancels within thirty (30) days of initial purchase and is not satisfied with the service, Innolance will refund the subscription fee in full.
4. Intellectual Property
Pre-Existing IP:
Each party retains ownership of its pre-existing materials, software, and methodologies.
Deliverables:
Upon full payment, Innolance grants the Client a non-exclusive, non-transferable, perpetual license to use the deliverables created under this Agreement for the Client’s internal business operations.
Innolance retains ownership of all underlying tools, frameworks, and methodologies used to create such deliverables. This ensures Innolance can reuse and enhance its proprietary materials for other clients while the Client retains unrestricted internal use rights.
5. Confidentiality
Both parties agree to protect confidential information and not disclose it to any third party without prior written consent, except as required by law.
Confidentiality obligations survive termination of this Agreement for three (3) years.
6. Warranties and Disclaimers
Innolance represents that services will be performed in a professional and workmanlike manner, consistent with industry standards.
Except as expressly stated, all services are provided “as is”, without any other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose.
7. Limitation of Liability
To the maximum extent permitted by law:
- Neither party shall be liable for any indirect, incidental, special, or consequential damages.
- Innolance’s total liability arising from any claim shall not exceed the total amount paid by the Client for the specific engagement giving rise to the claim.
8. Independent Contractor Relationship
Innolance is an independent contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship between the parties.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, USA, without regard to its conflict-of-law principles.
10. Modifications and Updates
The “Last Updated” date shown at the top of this page indicates when this Agreement was most recently revised.
Innolance may update this Agreement periodically. The revised version will take effect immediately upon posting.
For individual Clients, the version of this Agreement effective at the time of signature, payment, or acceptance will govern that specific subscription or engagement.
11. Acceptance of Terms
By:
- Signing a Statement of Work, Proposal, or Order Form, or
- Completing a payment through Innolance’s HubSpot Commerce platform,
you acknowledge that you have read and agree to this Master Services Agreement.
If you are purchasing a subscription service, acceptance occurs when you complete payment via HubSpot Commerce, as stated during checkout.
12. Contact Information
Innolance, Inc.
Attn: Legal Department
Email: legal@innolance.com
Address: 585 Grove St. STE #145, Herndon, VA 20170