This Master Service Agreement ("MSA") governs the provision of Welltrix's corporate wellness program — including team memberships, class credit pools, on-site or virtual sessions, and program reporting — to a company that has entered into an Order Form referencing this MSA ("Client"). This MSA applies in addition to, and takes precedence over, our general Terms of Service for any conflict arising from Client's paid engagement.
Each engagement is set out in a signed or digitally accepted Order Form specifying the plan tier, number of eligible employees, class credit allocation, fees, and start date. Where an Order Form conflicts with this MSA, the Order Form controls for that engagement only.
Welltrix will provide Client's eligible employees with access to the Services described in the applicable Order Form, including booking tools, the instructor marketplace, and a program dashboard for Client's designated administrators. Welltrix will use commercially reasonable efforts to maintain availability of the Services, excluding scheduled maintenance and events outside our reasonable control.
Client will pay the fees set out in the Order Form. Unless otherwise agreed, fees are invoiced annually in advance and are due within thirty (30) days of the invoice date. Late payments may result in suspension of access until payment is received. Fees are exclusive of applicable taxes, which are Client's responsibility.
This MSA begins on the effective date of the first Order Form and continues for the term specified in that Order Form. Unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term, the Order Form will renew for an additional term of the same length.
Either party may terminate this MSA or an Order Form for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice. Welltrix may suspend access immediately if continued provision of the Services would be unlawful or unsafe. Fees paid for the then-current term are non-refundable upon termination for Client's breach.
Welltrix will process any personal data of Client's employees in accordance with our Privacy Policy and any data processing terms referenced in the Order Form. Welltrix maintains administrative, technical, and physical safeguards designed to protect Client and employee data, and will notify Client without undue delay of any security incident affecting Client's data.
Each party agrees to protect the other party's confidential information, including pricing, program design, and non-public business information, with the same degree of care it uses for its own confidential information, and not to disclose it to third parties without prior written consent, except as required by law.
Welltrix retains all rights, title, and interest in the Services, our platform, and our branding. Client retains all rights in its own trademarks and any materials it provides to Welltrix for co-branded communications. Neither party grants the other any rights beyond what is necessary to perform this MSA.
Each party represents that it has the authority to enter into this MSA. Welltrix warrants that the Services will materially conform to the description in the applicable Order Form. Except as expressly stated, the Services are provided without any other warranties, express or implied.
Except for breaches of Section 8 (Confidentiality), indemnification obligations, or a party's gross negligence or willful misconduct, neither party will be liable for indirect, incidental, special, or consequential damages, and each party's total aggregate liability under this MSA will not exceed the fees paid by Client under the applicable Order Form in the twelve (12) months preceding the claim.
Each party will indemnify the other against third-party claims arising from its gross negligence, willful misconduct, or breach of this MSA, subject to the limitations in Section 11.
Welltrix maintains commercially reasonable general liability and professional liability insurance covering the Services, and will provide a certificate of insurance to Client upon reasonable request.
This MSA is governed by and construed in accordance with the laws of the state in which Welltrix is headquartered, without regard to its conflict of laws principles.
This MSA, together with any Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior agreements on that subject. Neither party may assign this MSA without the other's written consent, except in connection with a merger or sale of substantially all assets. If any provision is found unenforceable, the remaining provisions will remain in full effect. Questions about this MSA can be directed to us through our Contact page.
