Master Services Agreement (MSA)

Last Updated: 11/4/2025

This Master Services Agreement (“Agreement”) is effective as of the date Customer executes an Order Form that incorporates this MSA by reference. This Agreement is between Hatchify Inc. d/b/a Hatch (“Hatch”) and the customer identified in the Hatch Order Form (“Customer”). This Agreement governs Customer’s use of Hatch’s software-as-a-service product (“Platform”) and any related professional services described in an Order Form (“Professional Services”).  Note: This MSA becomes binding when Customer executes an Order Form that incorporates this MSA by reference. This MSA does not require separate signature.

By accepting this Agreement on behalf of Customer, you represent that you have authority to bind Customer and its affiliates. If you lack such authority, or if you do not agree to this Agreement, you may not accept or use the Service.

1. SCOPE

Subject to the terms and conditions of this Agreement, Hatch will provide Customer and its Authorized Users access to Hatch’s Platform for sending and receiving mobile messages, AI voice calls, ringless voicemails, and/or emails (collectively “Communications”) and Hatch may provide Professional Services and/or templates or other materials (“Templates”), which together with the Platform form the “Service.” 

The Service to be provided will be set out in one or more Order Forms, each incorporated into this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the conflict.

“Authorized User” means any Customer-designated individual or affiliate with an account to access the Platform, including employees, contractors, and service providers. Customer authorizes Hatch to make account modifications on behalf of Customer or its Authorized Users in accordance with their instructions.

2. PROPRIETARY RIGHTS

1. License.  During the Term, Hatch grants Customer a non-exclusive, non-transferrable, and non-sublicensable license for Authorized Users to access and use the Service solely to send Communications to Subscribers for Customer’s business. Customer and its Authorized Users may upload content for processing by the Platform and receive corresponding outputs. Customer is solely responsible for all uploaded content, outputs, and Communications, and must rely on its own business and legal judgment before sending any Communications. Uploaded content and outputs constitute “Customer Data” and “Confidential Information” as defined below.
   
   
2. Restrictions. Customer and its Authorized Users may not: (i) copy, modify, translate, or create derivative works of the Platform; (ii) reverse engineer, decompile, disassemble, or otherwise attempt discover any source code, ideas, or algorithms of the Platform; (iii) rent, sell, or otherwise provide the Service to any third party (other than Authorized Users); (iv) disrupt or attempt to disrupt the integrity or performance of the Platform; (v) gain or attempt to gain unauthorized access to the Platform or related systems; (vi) use the Service in violation of this Agreement, third-party rights, or any applicable law, rule, or regulation; or (vii) access the Service to build or support a competitive product or service. 
   
   Customer is responsible for the use or misuse of the Service by Authorized Users. Any action taken or breach of this Agreement by an Authorized User will be deemed an action taken or a breach of this Agreement by Customer. Customer must safeguard all Customer and Authorized User access credentials and Customer is responsible for all actions taken with such access credentials.
   
   
3. Ownership. Except for the license in Section 2(a), Hatch retains all rights, title, and interest in and to the Service, Hatch Works (defined below), and aggregated, de-identified data about Service usage and performance (“Diagnostic Data”). No rights are granted except as expressly set forth in this Agreement, and no implied licenses are granted under this Agreement.
   
   
4. Customer Data. As between the parties, Customer owns all data, information and other materials transmitted to or through the Platform (except for Diagnostic Data and Feedback) by Customer or Authorized Users (“Customer Data”). Customer grants Hatch a non-exclusive license to host, copy, process, and transmit the Customer Data solely to provide and improve the Service. Customer Data may include, but is not limited to, Subscriber telephone number, Subscriber email address, and Customer’s communications.
   
   
5. Feedback. Customer may provide Hatch, directly or indirectly, feedback, analysis, suggestions, or comments regarding the Service (“Feedback”). Hatch may use Feedback without any restriction or obligation.
   
   
6. Suspension.  Hatch may suspend, terminate, or limit Customer’s or Authorized Users’ access to the Service, and/or restrict, disable, or quarantine any Customer Data if Hatch reasonably determines that (i) the Service is being used by Customer or its Authorized Users in violation of this Agreement; (ii) the Service is being used by Customer or its Authorized Users in an unauthorized or fraudulent manner; (iii) the use of the Service by Customer or its Authorized Users adversely affects Hatch’s equipment or its service to others; or (iv) any payment under this Agreement is more than fifteen (15) days overdue.

3. PROFESSIONAL SERVICES

Hatch will provide Professional Services as described in any Order Form. In performing such services, Hatch may create software, works of authorship, trade secrets, inventions, or other intellectual property, not including any Customer Data (collectively, “Hatch Works”). 

Subject to timely payment of Fees, Hatch grants Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use Hatch Works incorporated into the Service solely as necessary to use the Service under this Agreement. The Platform, Templates, and Professional Services are not “work-for-hire” unless explicitly designated as such in the applicable Order Form. 

Customer will reasonably cooperate with Hatch in connection with Professional Services and remains solely responsible for its use of the Service and for reviewing and approving all final content, designs, and Communications. Hatch does not make any final content, design, or Communication decisions with respect to Customer’s use of the Service.

4. FEES

1. Payment. Customer will pay Hatch the fees set forth in the Order Form (“Fees”). Fees are due upon receipt of Hatch’s invoice and are non-cancellable and non-refundable. Late payments accrue interest at one and a half percent (1.5%) per month (or the maximum rate allowed by law) from the due date until paid.
   
   
2. Taxes. Fees exclude all taxes, levies, and duties (“Taxes”). Customer is responsible for all Taxes associated with the rights and benefits it receives under this Agreement. If Hatch is legally required to pay or collect Taxes for which Customer is responsible, Hatch will invoice Customer for such amounts.

5. CONFIDENTIAL INFORMATION

1. Definition. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked “confidential” or should reasonably be understood as confidential given its nature and the circumstances. Hatch’s Confidential Information includes pricing, non-public aspects of the Service, its interface, design, layout, specifications, documentation, and technical information. Confidential Information does not include information that (i) is or becomes public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
   
   
2. Protection. The Receiving Party will protect the Disclosing Party’s Confidential Information with at least the same care it uses for its own confidential information, but no less than reasonable care. Confidential Information may be used only to perform obligations or exercise rights under this Agreement. The Receiving Party will limit access to Confidential Information of the Disclosing Party to its and its affiliates’ employees, contractors, or agents who need access to perform obligations under this Agreement and who are bound to confidentiality terms at least as restrictive as those in this Agreement. Neither party may disclose the terms of this Agreement to any third party (other than its affiliates, legal counsel, or accountants) without the other party’s prior written consent.
   
   
3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law, provided it gives prior notice (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s expense to contest the disclosure.

6. TERM AND TERMINATION

1. Term. This Agreement begins on the date that Customer first enters into an Order Form and continues until all Order Forms have expired or are terminated (the “Term”).
   
   
2. Termination for Breach. Either party may terminate this Agreement with thirty (30) days’ prior written notice if the other party materially breaches this Agreement and fails to cure within that period.
   
   
3. Effect of Termination. Upon expiration or termination of this Agreement, all licenses granted to Customer in Sections 2(a) and 3 (Professional Services) will immediately end, and all outstanding Fees become immediately due.
   
   
4. ‍Survival. Sections 2(b)-(f), 4, 5, 6(c)-(d), 7, 8, 9, 10, and all defined terms used in those Sections will survive any expiration or termination of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

1. Mutual. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (ii) it has the authority to enter into this Agreement and to grant the rights and perform its obligations herein; (iii) the execution of this Agreement has been duly authorized by all necessary corporate or organizational action of the party; and (iv) once executed, this Agreement will be a valid, binding obligation, enforceable in accordance with its terms.
   
   
2. Hatch. Hatch represents and warrants that it will use commercially reasonable efforts to make the Service available during the Term, except for planned downtime and unavailability caused by force majeure events (including, but not limited to, natural disasters, governmental actions, network failures, or malicious attacks).
   
   
3. Customer. Customer represents and warrants that: (i) it owns or has sufficient rights to the Customer Data to grant the license in Section 2(d); (ii) its use of Customer Data through the Service does not and will not infringe or violate any third-party rights, contracts, or laws, and it will not upload sensitive or special categories of information as defined in Data Protection Laws, including the CCPA and California Privacy Rights Act; (iii) it will not knowingly collect or use personally identifiable information from children under thirteen when using the Service; (iv) when using the Service, Customer will, and will cause its Authorized Users to: (A) comply with and maintain appropriate records to demonstrate its compliance with all applicable federal, provincial, state, and local laws, regulations, and rules governing Communications, including, without limitation, the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq. and its implementing rules and regulations, the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. § 6101, et seq., the Federal Trade Commission’s Telemarketing Sales Rule, 16 C.F.R. 310, et seq., the CAN-SPAM Act of 2003, 15 U.S.C. § 7701, et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101, et seq., the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, Canada’s Anti-Spam Legislation (“CASL”), and all state, local, and foreign equivalents; all applicable industry guidelines and best practices, including, without limitation, the CTIA Short Code Monitoring Handbook and Messaging Principles and Best Practices, and any other applicable foreign carrier requirements (collectively, “Applicable Communication Requirements”); (B) ensure the content of all Communications complies with Applicable Communication Requirements, including all applicable form, content and unsubscribe requirements; (C) send Communications only to individuals from whom Customer has obtained all necessary and legally required consent to do so in accordance with its obligations under Applicable Communication Requirements (“Subscribers”); and (D) promptly notify Hatch of all requests made by Subscribers directly to Customer to stop receiving Communications from Customer; and (v) any consumer contact information provided by Customer to Hatch has been collected in accordance with Applicable Communication Requirements. Customer’s responsibilities as set forth in this Section and this Agreement will remain the sole responsibility and liability of Customer notwithstanding that Hatch may offer Templates, advice, guidance or suggestions relating to any of the matters that are Customer’s responsibility and notwithstanding that Hatch may be engaged to provide services related to such responsibilities of Customer.
   
   
4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, HATCH MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND HATCH HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES. WITHOUT LIMITING THIS SECTION 7(d), (I) HATCH SHALL HAVE NO LIABILITY FOR CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF CUSTOMER DATA; (II) TEMPLATES ARE PROVIDED BY HATCH FOR CONVENIENCE ONLY AND CUSTOMER SHOULD CONFER WITH ITS OWN COUNSEL AS TO WHETHER ANY LANGUAGE IN THE TEMPLATES IS SUFFICIENT FOR LEGAL PURPOSES OR TO MEET CUSTOMER’S OBLIGATIONS UNDER APPLICABLE LAWS, INCLUDING APPLICABLE COMMUNICATION REQUIREMENTS; (III) CUSTOMER MAY NOT RELY UPON THE PROVISION OF SAMPLE LANGUAGE OR OTHER CONTENT IN ANY TEMPLATE AS A REPRESENTATION THAT SUCH LANGUAGE OR CONTENT SATISFIES ANY APPLICABLE LEGAL REQUIREMENTS; AND (IV) HATCH HAS NO RESPONSIBILITY FOR COMMUNICATIONS OR COMMUNICATION CONTENT.

8. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 9 AND CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4, (I) IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES THAT CUSTOMER HAS PAID TO HATCH DURING THE TERM; AND (II) IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. This Section 8 will not apply to any actual or alleged infringement by Customer or any Authorized User of Hatch’s intellectual property or other proprietary rights.

9. INDEMNIFICATION

1. Customer. Customer will indemnify, defend, and hold harmless Hatch, its affiliates, and their respective affiliates, officers, employees, and contractors officers (each, a “Hatch Released Party”) from any third-party claim, investigation, or proceeding (each, a “Third-Party Claim”) arising out of or in connection with any (i) use of the Service by Customer or its Authorized User in violation of this Agreement or Hatch’s Terms of Service at https://www.usehatchapp.com/terms; (ii) breach of Customer’s representations or warranties (including Section 7(c)); (iii) Customer Data uploaded, transmitted, or generated to or through the Service; or (iv) use of the Service to transmit Communications in violation of applicable law, regulation, or industry best practice including Applicable Communication Requirements. Customer will indemnify and defend each Hatch Released Party from the Third-Party Claim and hold such parties harmless from all penalties, losses, liabilities, damages, costs, and expenses (including, reasonable attorneys’ fees, and settlements costs). This Section 9(a) states Customer’s entire and sole liability for Third-Party Claims.
   
   
2. Hatch. Hatch will indemnify, defend, and hold harmless Customer and its affiliates, officers, employees, and contractors (each, a “Customer Released Party”) from any Third-Party Claim alleging that the Platform infringes such third party’s patent rights. If such a claim arises, Hatch may, at its sole option and expense: (i) procure the right for Customer to continue using the Platform; (ii) modify or replace the Platform with substantially similar functionality; or (iii) if the foregoing are not commercially practicable, terminate this Agreement and refund Customer a pro-rata share of the Fees. 
   
   Notwithstanding the foregoing, Hatch will have no liability for a Third-Party Claim arising out of or resulting from (i) Customer’s or its Authorized User’s breach of this Agreement; (ii) any modification, alteration, or addition made to the Platform by Customer or any Authorized User, including any combination of the Platform with software not provided by Hatch; or (iii) Customer Data. This Section 9(b) states Hatch’s entire and sole liability for Third-Party Claims.
   
   
3. Procedure. The party seeking indemnification under this Section (“Indemnified Party”) must promptly notify the other party (“Indemnifying Party”) of any claim for which the Indemnified Party seeks indemnification (failure to do so only excusing the Indemnifying Party to the extent of material prejudice). The Indemnifying Party will, at its own expense, defend the Indemnified Party with legal counsel reasonably acceptable to the Indemnified Party and will have sole control of the defense and settlement, provided it may not settle without the Indemnified Party’s prior written consent unless the settlement is solely monetary and fully covered. The Indemnified Party will reasonably cooperate (at the Indemnifying Party’s expense) and may participate in the defense through its own legal counsel at its own cost, or at the Indemnifying Party’s cost if the Indemnifying Party fails to defend.

10. MISCELLANEOUS

1. Third-Party Products. Customer’s use of third-party products or services that integrate with the Service is at Customer’s sole discretion and governed only by the applicable third-party terms. If Customer enables or provides access to such third-party products or services, Customer authorizes transmission of and access to Customer Data as directed. Hatch does not control, support, or warrant third-party products or services, even if identified by Hatch or implemented or configured by Hatch at Customer’s direction. 
   
   
2. Injunctive Relief. Customer agrees that any actual or threatened breach of this Agreement may cause Hatch irreparable harm, entitling Hatch to seek injunctive relief in addition to other legal remedies.
   
   
3. Assignment. This Agreement binds and is for the benefit of each party’s successors and permitted assigns. Neither party may assign this Agreement or any rights under it, without the other party’s prior written consent, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, in which case no consent is required. Any other assignment is void.
   
   
4. Export Compliance. Customer will comply with all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control. Customer will not export or transfer any products, service, or technology received from Hatch under this Agreement, or related technology, in violation of such laws.
   
   
5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in full force and effect.
   
   
6. Governing Law; Jurisdiction. This Agreement will be governed by and construed under the laws of the Commonwealth of Virginia without reference to its conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Virginia, and the parties agree to waive all rights to challenge the foregoing.
   
   
7. Entire Agreement; Amendments; Waivers. This Agreement, including any related Order Form(s), constitute the entire agreement between the parties with respect to the subject matter set forth herein and supersedes any previous, or contemporaneous communications, whether oral or written, express or implied. The terms of any Customer-generated purchase order or any terms presented in connection with any vendor management tool (e.g., vendor payment portal) will be void and shall have no legal effect. Hatch may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted by Customer and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless Customer objects in writing, in which case the amendment applies upon the next renewal unless Customer elects not to renew. Continued use of the Service after an amendment takes effect constitutes acceptance. All other modifications or waivers must be in writing and signed by both parties.
   
   
8. Notices. Any notice required or permitted to be given under this Agreement will be effective if it is (i) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in the Order Form and with the appropriate postage affixed; or (ii) sent via electronic mail to support@usehatchapp.com in the case of Hatch and to the address or email provided in the Order Form, in the case of Customer. Either party may change its address for receipt of notice by notice to the other party in accordance with this section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, or on the same day an electronic mail is sent to the recipient.
   
   
9. Marketing. Hatch may use Customer’s name and logo to identify Customer as a Hatch customer and may display examples of Customer’s Communications on its website or in other media. Customer may revoke this right by written notice if such use is derogatory, defamatory, or harmful to  Customer’s business or reputation.

11. DATA PROTECTION

1. Personal Information. To the extent Customer Data includes personal information, personally identifiable information, or personal data (“Personal Information”) under applicable laws and regulations governing the processing of Personal Information by Hatch on Customer’s behalf under the Agreement (“Data Protection Laws”), including the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) (“CCPA”), Hatch will act as a “service provider” and will retain, use, and disclose such Personal Information for the sole purposes specified in this Agreement. Hatch will not “sell” or “share” (as defined in the CCPA) any Personal Information, use or disclose Customer’s Personal Information outside the business relationship with Customer, or combine Customer’s Personal Information with any personal information Hatch receives from any other source, except as permitted by applicable Data Protection Laws. Customer has the right to take reasonable and appropriate steps to ensure that Hatch uses Personal Information in a manner consistent with the Customer’s obligations under applicable law, and to stop and remediate Hatch’s unauthorized use of Personal Information. Hatch will notify Customer if it makes a determination that it can no longer meet its obligations under applicable laws. Hatch hereby certifies that it understands and shall comply with the restrictions set forth in this Agreement.
   
   
2. Data Subject Requests. Hatch will reasonably assist Customer in handling data subject requests (e.g., access or deletion) received from Subscribers. If Hatch receives such a request or complaint that identifies Customer, Hatch will promptly notify Customer and provide reasonable assistance but will not respond directly except to confirm receipt, redirect to Customer, or act on Customer’s reasonable instructions.
   
   
3. Security. Hatch will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the Personal Information it processes on behalf of Customer. If Hatch becomes aware of any unauthorized acquisition, alteration, or disclosure of Customer’s Personal Information that requires notification under Data Protection Laws, Hatch will notify Customer promptly and without undue delay.
   
   
4. Sub-Processors. Customer authorizes Hatch to engage third-party sub-processors to process Personal Information provided such sub-processors are bound by written contracts with protections at least as strong as those in this Section and as required by Data Protection Laws.
   
   
5. Customer Privacy Obligations. Customer will provide and maintain an appropriate consumer-facing privacy policy and any other notices required under Data Protection Laws. Customer will ensure that individuals receive appropriate notice and, where required, consent to the collection and processing of Personal Information, including the use of cookies and similar technologies, and will comply with laws such as the CCPA, California Invasion of Privacy Act (Cal. Penal Code § 632 – 638.55) and analogous federal, state, and foreign laws governing electronic communications.
   
   
6. Additional Terms. To the extent data protection laws imposing additional obligations on Hatch, such as the Regulation 2016/679 (“EU GDPR”) or the Data Protection Act 2018 (“UK GDPR”), apply to the collection, use, or disclosure of Personal Information under this Agreement, the parties will comply with the requirements set forth in a data processing addendum which shall be specifically incorporated by reference in the respective Order Form.