TERMS & AGREEMENT OF SERVICES
This Master Services Agreement (the “Agreement”) is entered into between Innovatask LLC (“Innovatask”) and the Client, establishing the terms for Project Management as a Service (PMaaS), Web Services, and AI Integrations & Automation. This Agreement outlines each Party’s rights, obligations, and responsibilities.
Key definitions: “AI Services” refers to technology provided by Innovatask; “Client Data” includes data, content, and materials provided by Client; “Confidential Information” is any non-public information shared; and “Model Training Data” refers to anonymized, aggregated data used to improve Innovatask’s AI models. This Agreement incorporates by reference Innovatask’s Privacy Policy at www.innovatask.io/privacy.
Scope of Services: Innovatask provides comprehensive services: 1) Project Management (PMaaS): planning, coordination, quality assurance, reporting, budget control, and change management; 2) Web Services: custom websites, e-commerce, SEO, digital marketing, analytics, and payment gateway integration; 3) AI Integrations: workflow automation, AI-powered solutions, predictive analytics, document processing, and custom development. Service levels and deliverables will be described in specific Statements of Work (SOWs).
Data Usage, Model Training & Protection
Client grants Innovatask a non-exclusive, worldwide, royalty-free license to use, process, and analyze Client Data to deliver Services, train and improve proprietary models, develop workflow automations, create anonymized benchmarks, and comply with legal obligations. Client expressly authorizes Innovatask to use Model Training Data for model improvement, subject to data anonymization and de-identification per NIST SP 800-122. Continuous learning systems may be deployed, with innovations, models, and workflows remaining Innovatask’s property.
All data handling adheres to Innovatask’s Privacy Policy and NIST SP 800-122, using technical and administrative safeguards: AES-256 encryption at rest, TLS 1.3 in transit, least privilege access, multi-factor authentication, security logging, and secure disposal (NIST SP 800-88). Data is only processed as instructed, not shared or sold except as necessary. Confidentiality impact assessments and incident response plans address PII protection and timely notification if required.
Client Data is retained only as required for service fulfillment or legal compliance. Upon termination or request, data is deleted or returned within 30 days, except anonymized Model Training Data retained for AI training. Client must ensure accuracy and legality of information provided, comply with all laws, and cooperate with Innovatask as necessary to deliver services.
Fees, IP, Confidentiality & Disclaimers
Fees: Client pays Innovatask fees set in the SOW, including implementation and subscription fees. Invoices are due within 30 days, with late payments accruing interest (up to 1.5% per month). All taxes are the Client’s responsibility excluding Innovatask income taxes.
Intellectual Property: Innovatask retains rights in Service technologies, AI models, and improvements; Client retains rights to their own data and pre-existing IP. Completed Deliverables may be used by the Client upon payment. Both Parties safeguard Confidential Information and only disclose if required by law. Services are provided as-is, with disclaimers except for those explicitly stated.
Liability, Term & General Provisions
Limitation of Liability: Neither Party is liable for indirect, special, or consequential damages. Total liability, except for breaches of confidentiality or gross negligence, is capped at fees paid in the prior 12 months. Agreement may be terminated for convenience or cause, with duties as described—provisions regarding IP, confidentiality, warranties, and general terms survive as specified.
Governing Law: Puerto Rico law applies. Disputes are subject to good faith negotiation before legal remedies. Neither Party is responsible for delays outside reasonable control. Notices are in writing, and amendments by signed writing. Agreement is severable, and Parties are independent contractors. The full Agreement, including SOWs and Privacy Policy, is the final agreement.
Acknowledgment and Acceptance
BY USING THE SERVICES, CLIENT ACKNOWLEDGES HAVING READ AND AGREED TO THIS AGREEMENT, AUTHORIZING AI MODEL TRAINING AND WORKFLOW OPTIMIZATION AS STATED IN SECTION 3, AND HAVING REVIEWED THE PRIVACY POLICY WITH UNDERSTANDING OF DATA PROTECTION IN LINE WITH NIST SP 800-122.