Master MSP Terms

These Master MSP Terms (“Master MSP Terms”) govern your participation in Synthreo’s Master MSP Program and supplement Synthreo’s Terms of Service (available at synthreo.ai/terms-of-service), which are incorporated by reference herein. By participating in the Master MSP Program, you agree to be bound by both these Master MSP Terms and the Terms of Service.

In the event of any conflict between these Master MSP Terms and the Terms of Service, these Master MSP Terms shall prevail with respect to Master MSP Program activities. The Terms of Service shall control in all other circumstances.

Introduction and Program Overview

The Master MSP Program enables qualified managed service providers to build and operate a multi-tier partnership structure for delivering Synthreo Services. Master MSPs act as both technology resellers and service providers, creating a scalable channel for Synthreo’s Platform and Managed AI Services.

Key Points to Understand:

Multi-Tier Partnership Structure: Master MSPs operate in a dual capacity—reselling Synthreo Services to Sub-MSPs while also delivering services directly to end clients, creating a hierarchical distribution model.
Sub-MSP Management Responsibilities: You are responsible for recruiting, onboarding, training, certifying, and managing ongoing relationships with Sub-MSPs who will leverage Synthreo Services to serve their own client base.
Tiered Support Model: Master MSPs provide first-level technical and business support to Sub-MSPs, with defined escalation procedures to Synthreo for complex technical issues, platform bugs, or feature requests that exceed Master MSP capabilities.
Brand and Service Delivery Options: Master MSPs may deliver services under their own brand identity (white-label) or co-branded arrangements, subject to Synthreo’s brand guidelines, quality standards, and approval requirements outlined in Section 12.
Margin-Based Revenue Model: Master MSPs earn revenue through negotiated margins on Platform subscriptions, professional services hours, and value-added services delivered through their Sub-MSP network, as detailed in applicable Quotes.
Quality and Compliance Obligations: Master MSPs must maintain service quality standards, ensure Sub-MSP compliance with Synthreo policies, and uphold the reputation of Synthreo Services throughout their distribution channel.

1. Introduction and Program Overview

The Master MSP Program enables qualified Managed Service Providers to resell Synthreo Platform access and Managed AI Services to other MSPs (“Sub-MSPs”) while also delivering services directly to end clients. This program is designed for established MSPs who wish to expand their service offerings and geographic reach through a network of partner MSPs.

1.1 Program Eligibility and Participation

You may only participate in the Master MSP Program if you:

Meet the qualification requirements specified in your Master MSP Agreement
Maintain active compliance with these Master MSP Terms and the Terms of Service
Hold any required business licenses, certifications, or professional qualifications necessary to operate as a managed service provider in your jurisdiction
Maintain the technical capabilities and support infrastructure necessary to fulfill your obligations to Sub-MSPs

1.2 Program Structure

As a Master MSP, you will:

Resell Synthreo Services: Distribute Platform subscriptions and Managed AI Services to Sub-MSPs under negotiated commercial terms
Deliver Direct Services: Provide implementation, training, and ongoing support services to Sub-MSP clients as needed
Manage Sub-MSP Relationships: Recruit, onboard, enable, and maintain active relationships with Sub-MSPs in your network
Maintain Quality Standards: Ensure all services delivered through your Sub-MSP network meet or exceed Synthreo’s quality and compliance requirements

1.3 Relationship to Terms of Service

Your participation in the Master MSP Program is governed by:

These Master MSP Terms
Synthreo’s Terms of Service
Your Master MSP Agreement and any applicable Quotes or SOWs
Any additional policies, guidelines, or requirements communicated by Synthreo

All provisions of the Terms of Service apply to Master MSPs unless explicitly modified by these Master MSP Terms.

2. Definitions

For purposes of these Master MSP Terms, the following capitalized terms shall have the meanings set forth below, in addition to those defined in the Terms of Service:

“Master MSP” means you, the qualified Managed Service Provider participating in the Master MSP Program with authorization to resell Synthreo Services to Sub-MSPs and deliver services to End Clients through your Sub-MSP network.
“Sub-MSP” or “Partner MSP” means a third-party Managed Service Provider that contracts with you (the Master MSP) to access and resell Synthreo Services to their own End Clients under terms approved by Synthreo.
“End Client” means the ultimate customer organization receiving AI-powered services from a Sub-MSP, utilizing Synthreo Platform functionality and delivered through the Master MSP program structure.
“Master MSP Agreement” means the signed agreement or Quote between you and Synthreo that incorporates these Master MSP Terms by reference and establishes the specific commercial terms, pricing structure, volume commitments, and program requirements for your participation in the Master MSP Program.
“Sub-MSP Agreement” means the contractual agreement between you (the Master MSP) and each individual Sub-MSP that governs their access to and use of Synthreo Services, including permitted use cases, pricing, support responsibilities, and compliance obligations. Sub-MSP Agreements must be consistent with these Master MSP Terms and your Master MSP Agreement with Synthreo.
“Program” means Synthreo’s Master MSP Program as governed by these Master MSP Terms and related program documentation.
“White-Label Services” means the authorized practice of presenting Synthreo Platform features, functionality, and Managed AI Services under your own brand identity to Sub-MSPs and End Clients, subject to the branding guidelines, quality standards, and restrictions set forth in Section 12.
“Master MSP Portal” means the administrative interface provided to Master MSPs for managing Sub-MSP relationships, monitoring usage across your network, accessing program resources, and viewing consolidated billing and reporting.
“Program Territory” means the geographic region(s) in which you are authorized to recruit Sub-MSPs and deliver services, as specified in your Master MSP Agreement.
“Minimum Commitment” means any minimum purchase, revenue, or usage requirements specified in your Master MSP Agreement that must be maintained to remain in good standing in the Program.
“Co-Branded Services” means services delivered with joint branding that identifies both you (the Master MSP) and Synthreo, as distinguished from White-Label Services which use your brand exclusively.

3. Program Participation and Scope

3.1 Eligibility and Appointment

Subject to your execution of a Master MSP Agreement and ongoing compliance with these Master MSP Terms, Synthreo grants you a non-exclusive appointment to participate in the Master MSP Program. This appointment includes the right to:

Market and resell Synthreo Platform subscriptions (including Builder, ThreoAI, and Admin Portal access) to qualified Sub-MSPs within your Program Territory
Deliver Managed AI Services to Sub-MSPs and their End Clients, including agent development, workflow configuration, training, and ongoing optimization
Recruit, onboard, and manage Sub-MSP relationships within your designated Program Territory
Operate under white-label or co-branded arrangements as specified in your Master MSP Agreement and subject to the requirements in Section 12

Your appointment is contingent upon maintaining good standing in the Program, including compliance with all terms, payment obligations, and performance requirements.

3.2 Program Requirements

To maintain your participation in the Program and remain in good standing, you must:

Minimum Commitments:

Meet or exceed the minimum revenue, subscription, or usage commitments specified in your Master MSP Agreement
Maintain the minimum number of active Sub-MSPs as specified in your Master MSP Agreement (if applicable)
Achieve agreed-upon performance metrics for Sub-MSP satisfaction, service quality, and support response times

Personnel and Training:

Maintain qualified personnel trained on Synthreo Platform capabilities, features, and implementation methodologies
Complete required Synthreo certification programs for technical staff and account management personnel
Ensure at least two (2) certified Synthreo professionals are available to support your Sub-MSP network at all times
Participate in ongoing training and enablement programs provided by Synthreo

Contractual Obligations:

Execute appropriate Sub-MSP Agreements with each Sub-MSP that include all required pass-through obligations from these Master MSP Terms and the Terms of Service
Ensure Sub-MSP Agreements comply with minimum standards specified in Section 4
Maintain current and enforceable agreements with all active Sub-MSPs in your network

Service Delivery:

Provide first-level technical support to Sub-MSPs as outlined in Section 8
Deliver or coordinate delivery of onboarding, training, and ongoing services to Sub-MSP clients
Maintain response time and service quality standards specified in Section 8
Escalate technical issues to Synthreo according to established procedures

Compliance and Reporting:

Submit required monthly reports on Sub-MSP activity, usage, and End Client deployments
Maintain accurate records of all Sub-MSP relationships and End Client accounts
Cooperate with Synthreo audits and compliance reviews as specified in Section 15
Promptly report any Sub-MSP violations of terms or policies

3.3 Territory and Exclusivity

Geographic Scope:

Your authorized Program Territory and any geographic restrictions are specified in your Master MSP Agreement. You may only recruit Sub-MSPs and deliver services within your designated Program Territory unless otherwise agreed in writing.

Exclusivity Terms:

Unless expressly granted exclusivity in writing through your Master MSP Agreement:

Your appointment is non-exclusive
Synthreo may appoint additional Master MSPs in your Program Territory
Synthreo may engage directly with customers (including potential Sub-MSPs or End Clients) in your Program Territory
Synthreo may deliver services through other channel partners or distribution models in your Program Territory

Exclusive Territory Provisions:

If you have been granted exclusive rights in a specified territory:

Exclusivity terms, duration, and performance requirements will be detailed in your Master MSP Agreement
Exclusivity may be conditioned upon meeting minimum performance metrics, revenue commitments, or Sub-MSP recruitment targets
Synthreo may terminate exclusivity with written notice if you fail to meet specified performance requirements
Exclusivity applies only to Master MSP appointments and does not restrict Synthreo’s ability to serve direct customers or work with other channel types in your territory

3.4 Program Modifications

Synthreo reserves the right to modify the Program structure, requirements, benefits, or terms with reasonable advance notice. Material changes affecting your commercial terms, territory, or core program benefits will require either:

Mutual agreement through an amendment to your Master MSP Agreement, or
Thirty (30) days’ written notice, during which you may terminate your participation without penalty if you do not accept the modifications

Non-material changes to program operations, support procedures, or administrative requirements may be implemented with reasonable notice and do not require agreement or provide termination rights.

4. Master MSP Responsibilities

4.1 Sub-MSP Relationship Management

You are responsible for all aspects of your Sub-MSP relationships, including:

Recruitment and Qualification:

Identify, recruit, and qualify prospective Sub-MSPs according to standards consistent with Synthreo’s partner requirements
Evaluate Sub-MSP technical capabilities, financial stability, business reputation, and market presence
Verify that prospective Sub-MSPs have appropriate business licenses, insurance coverage, and professional qualifications
Obtain Synthreo approval for Sub-MSPs where required by your Master MSP Agreement or these terms
Maintain documentation of Sub-MSP qualification and approval processes

Onboarding:

Provide comprehensive onboarding that includes Platform training, implementation support, and business process integration
Deliver technical training on Builder, ThreoAI, and Admin Portal functionality
Train Sub-MSPs on Synthreo methodologies, best practices, and service delivery standards
Ensure Sub-MSPs understand their obligations under their Sub-MSP Agreement and applicable policies
Complete onboarding within the timeframes specified in your Master MSP Agreement

Ongoing Management:

Maintain regular communication with Sub-MSPs through scheduled business reviews, check-ins, and status updates
Provide ongoing training on new features, capabilities, and platform updates
Manage the commercial relationship with each Sub-MSP, including pricing, contract renewals, and upsell opportunities
Monitor Sub-MSP performance, satisfaction, and engagement with the Platform
Address Sub-MSP concerns, questions, and feedback in a timely and professional manner

Compliance Monitoring:

Ensure Sub-MSP compliance with applicable terms, usage policies, Fair Use Policy, and service standards
Monitor Sub-MSP usage patterns for potential policy violations or inappropriate use
Take corrective action when Sub-MSPs fail to meet compliance or performance standards
Report Sub-MSP violations or concerns to Synthreo according to established procedures
Maintain records of compliance monitoring activities and corrective actions taken

4.2 Service Delivery Obligations

As a Master MSP, you shall:

First-Level Support:

Provide timely and effective first-level technical support to your Sub-MSPs for Platform-related questions, issues, and requests
Maintain support resources, including helpdesk systems, knowledge bases, and ticketing mechanisms
Respond to Sub-MSP support requests according to the service levels specified in your Master MSP Agreement
Where specified in your agreement, provide support directly to End Clients of your Sub-MSPs
Escalate complex technical issues, platform bugs, or feature requests to Synthreo according to Section 8

Service Standards:

Deliver all services in accordance with the service level commitments specified in your Master MSP Agreement
Maintain quality standards consistent with Synthreo’s requirements and industry best practices
Ensure all personnel delivering services meet minimum qualification and training requirements
Monitor service quality through regular assessments, customer feedback, and performance metrics
Implement continuous improvement processes to enhance service delivery and customer satisfaction

Implementation Services:

Provide or coordinate comprehensive implementation services for Sub-MSPs and their End Clients
Follow Synthreo’s established methodologies, best practices, and implementation frameworks
Deliver services including needs assessment, solution design, configuration, testing, and go-live support
Document implementation work, configurations, and custom workflows for future reference
Ensure smooth handoff from implementation to ongoing support and optimization

Training and Enablement:

Deliver ongoing training and enablement programs to ensure Sub-MSP success with the Synthreo Platform
Provide training on new features, capabilities, and platform updates as they become available
Develop and maintain training materials, documentation, and resources for Sub-MSP use
Conduct regular enablement sessions on use cases, best practices, and advanced capabilities
Track training completion and competency to ensure Sub-MSPs maintain required skill levels

4.3 Commercial Responsibilities

You shall:

Billing and Collections:

Manage all billing and collection processes with your Sub-MSPs
Ensure timely and accurate invoicing for all services rendered
Collect payments from Sub-MSPs in accordance with your Sub-MSP Agreements
You are responsible for all credit risk and bad debt associated with your Sub-MSPs

Reporting:

Provide Synthreo with accurate and timely reports on Sub-MSP activity, including usage, revenue, and new End Client deployments
Submit reports in the format and frequency specified in your Master MSP Agreement
Cooperate with Synthreo to resolve any reporting discrepancies

5. Sub-MSP Agreements

5.1 Agreement Requirements

You must have a legally binding, written agreement with each Sub-MSP that is consistent with these Master MSP Terms and your Master MSP Agreement. Your Sub-MSP Agreements must include, at a minimum:

Scope of Services: Clearly define the Synthreo Services the Sub-MSP is authorized to access and resell.
Pricing and Payment Terms: Specify all fees, payment schedules, and billing procedures.
Term and Termination: Define the agreement term, renewal process, and termination rights for both parties.
Service Level Commitments: Outline the support and service levels you will provide to the Sub-MSP.
Compliance Obligations: Require Sub-MSPs to comply with all applicable Synthreo policies, including the Terms of Service, Fair Use Policy, and Acceptable Use Policy.
Data Protection: Include appropriate data processing and confidentiality provisions that meet the requirements of applicable data protection laws.
Intellectual Property: Protect Synthreo’s intellectual property rights and prohibit unauthorized use or reverse engineering of the Platform.
Liability and Indemnification: Include warranty disclaimers, limitations of liability, and indemnification provisions that protect both you and Synthreo.

5.2 Required Flow-Down Provisions

Your Sub-MSP Agreements must include provisions that are at least as protective of Synthreo as those in the Terms of Service and these Master MSP Terms. This includes, but is not limited to:

Intellectual Property Ownership: Acknowledge Synthreo’s ownership of the Platform and associated intellectual property.
Usage Restrictions: Prohibit any use of the Platform that violates Synthreo’s policies or applicable law.
Warranty Disclaimers: Disclaim all warranties to the maximum extent permitted by law.
Limitation of Liability: Limit Synthreo’s liability for any claims arising from the Sub-MSP’s use of the Platform.
Indemnification: Require the Sub-MSP to indemnify you and Synthreo from any claims arising from their actions or omissions.
Third-Party Beneficiary: Designate Synthreo as a third-party beneficiary of the Sub-MSP Agreement, with the right to enforce these provisions directly against the Sub-MSP.

5.3 Review and Approval

Synthreo reserves the right to review and approve your standard Sub-MSP Agreement template. You must submit your template to Synthreo for review upon request. Synthreo may require you to make reasonable modifications to your template to ensure it meets the requirements of the Master MSP Program.

6. Intellectual Property

6.1 Ownership

As between you and Synthreo, Synthreo retains all right, title, and interest in and to the Synthreo Platform, including all underlying software, technology, and intellectual property. Your participation in the Master MSP Program does not grant you any ownership rights in the Platform.

6.2 License Grant

Subject to your compliance with these Master MSP Terms and your Master MSP Agreement, Synthreo grants you a limited, non-exclusive, non-transferable, revocable license to:

Access and use the Platform for the purpose of providing services to your Sub-MSPs and their End Clients.
Resell access to the Platform to your Sub-MSPs in accordance with your Master MSP Agreement.

6.3 Restrictions

You shall not, and shall not permit your Sub-MSPs to:

Reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform.
Modify, adapt, or create derivative works of the Platform.
Use the Platform for any purpose other than as expressly permitted by these Master MSP Terms and your Master MSP Agreement.
Remove, obscure, or alter any proprietary notices or labels on the Platform.

7. Branding and White-Labeling

7.1 White-Label and Co-Branding Rights

Your Master MSP Agreement will specify whether you are authorized to deliver services under a white-label or co-branded model.

White-Label: You may present the Platform and services under your own brand, with no visible Synthreo branding to the End Client.
Co-Branding: You may present the Platform and services with both your brand and Synthreo’s brand, as specified in your Master MSP Agreement.

7.2 Brand Usage Guidelines

Your use of Synthreo’s brand assets is subject to Synthreo’s brand usage guidelines, which will be provided to you. You must:

Comply with all applicable brand usage guidelines provided by Synthreo, including any Master MSP Brand Guide or trademark usage policies.
Follow specifications for logo usage, color requirements, spacing, and placement when using Synthreo branding.
Obtain written approval before using Synthreo’s trademarks in any manner not explicitly authorized in the guidelines.
Update branded materials promptly when Synthreo updates its brand guidelines or requirements.

7.3 Brand Protection

You acknowledge and agree that:

Synthreo Ownership: Synthreo owns all rights, title, and interest in its trademarks, service marks, trade names, logos, brand names, and associated intellectual property.
Quality Control: Synthreo has the right to review, audit, and approve your use of its trademarks, branding, and any materials referencing Synthreo.
Brand Monitoring: Synthreo may monitor your public-facing materials, websites, and customer communications for brand compliance.
Termination of Rights: All branding rights, including white-label and co-branding privileges, terminate immediately upon expiration or termination of your Master MSP Agreement.

7.4 Transition Period

Upon termination of branding rights:

Synthreo may provide a reasonable transition period (typically 30-60 days) to phase out use of Synthreo branding, at its sole discretion.
During any transition period, you must add prominent disclaimers indicating the partnership has ended.
Transition periods do not apply in cases of termination for cause, material breach, or brand misuse.

8. Pricing, Billing, and Payment

8.1 Pricing Structure

All pricing, payment terms, minimum commitments, volume discounts, margin structures, and revenue sharing arrangements are specified in your executed Master MSP Agreement. The general payment and billing provisions from Section 13 of the Terms of Service apply except as modified by your Master MSP Agreement.

Pricing Components:

Your Master MSP Agreement may include pricing for:

Platform subscription licenses (Builder, ThreoAI, Admin Portal)
Per-seat or per-tenant pricing for Sub-MSP allocations
Usage-based pricing for API calls, storage, or processing resources
Professional services hours for Managed AI Services
Training and enablement services
Technical support tiers and SLA commitments
White-label or co-branding fees (if applicable)

Pricing Models:

Master MSP pricing may be structured as:

Cost-Plus Model: You pay Synthreo wholesale pricing and set your own retail pricing to Sub-MSPs
Revenue Share Model: You pay Synthreo a percentage of revenue collected from Sub-MSPs
Hybrid Model: Combination of wholesale pricing and revenue sharing for different service components
Volume-Based Pricing: Tiered pricing based on total Sub-MSP count, seat volume, or usage levels

8.2 Billing and Payment Terms

Unless otherwise specified in your Master MSP Agreement:

Billing Cycle:

Platform subscriptions are billed monthly in advance for the upcoming service period
Usage-based services (API calls, storage overages, etc.) are billed monthly in arrears based on actual consumption
Professional services may be billed based on time and materials, fixed fee milestones, or prepaid service hour packages as specified in applicable SOWs
Annual or multi-year prepayment options may be available with associated discounts as specified in your Master MSP Agreement

Payment Terms:

Payment is due net thirty (30) days from invoice date unless otherwise specified in your Master MSP Agreement
Synthreo may require shorter payment terms, prepayment, or security deposits for new Master MSPs or those without established payment history
Enterprise Master MSPs may negotiate extended payment terms subject to credit approval

Late Payments:

Late payments are subject to interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) as specified in Section 13.4 of the Terms of Service
Synthreo may suspend Platform access for your Sub-MSP network after ten (10) days’ written notice of overdue payment
You remain responsible for all collection costs, including reasonable attorney fees, for seriously delinquent accounts
Chronic late payment may result in termination of your Master MSP Agreement

Currency:

All fees are quoted and payable in U.S. Dollars unless otherwise specified in your Master MSP Agreement
International Master MSPs may negotiate alternative currency arrangements subject to foreign exchange provisions
Currency conversion fees, if applicable, are your responsibility

Invoicing:

Synthreo will provide detailed monthly invoices showing Platform usage, service consumption, and fees by Sub-MSP or in aggregate as specified in your Master MSP Agreement
You may access billing details and usage reports through the Master MSP Portal
Disputed charges must be reported in writing within sixty (60) days of invoice date as specified in Section 13.8 of the Terms of Service

8.3 Revenue Recognition and Sharing

Revenue Responsibility:

You are solely responsible for all billing and collection activities with your Sub-MSPs
Synthreo bills you directly for Platform usage and services based on actual Sub-MSP consumption
Critical: You remain obligated to pay Synthreo regardless of whether you successfully collect payment from your Sub-MSPs
Non-payment by Sub-MSPs does not excuse your payment obligations to Synthreo

Revenue Sharing Arrangements:

Revenue sharing structures, commission calculations, and payment schedules are detailed in your Master MSP Agreement and may include:

Wholesale Discount Model: You receive a percentage discount off Synthreo’s standard pricing and retain the difference between your cost and Sub-MSP retail pricing
Revenue Share Percentage: You pay Synthreo a specified percentage of revenue collected from Sub-MSPs
Tiered Commission Structure: Your margin or revenue share percentage increases as you achieve volume thresholds or performance milestones
Service-Specific Margins: Different margin structures for Platform subscriptions versus professional services

Reconciliation:

Monthly reconciliation of Sub-MSP usage, billing, and payments
You must provide detailed Sub-MSP billing reports as specified in Section 9
Discrepancies between reported Sub-MSP usage and actual Platform consumption will be investigated and corrected
True-up invoices may be issued for under-reported usage or consumption

Taxes:

All fees are exclusive of applicable taxes as specified in Section 13.5 of the Terms of Service
You are responsible for all taxes associated with your resale activities to Sub-MSPs
Synthreo will add applicable taxes to invoices for services provided to you
You must provide valid tax exemption certificates where applicable

8.4 Minimum Commitments and Volume Requirements

If your Master MSP Agreement includes minimum commitment terms:

Commitment Types:

Minimum annual revenue commitments
Minimum number of active Sub-MSPs
Minimum seat or license volume
Minimum monthly recurring revenue (MRR) targets

True-Up Provisions:

If you fail to meet minimum commitments during the measurement period, you may be required to pay the shortfall amount
True-up payments are typically due at the end of each annual period or upon termination
Synthreo may waive or reduce shortfall payments for good cause at its discretion

Volume Discounts:

You may qualify for additional discounts upon reaching specified volume thresholds
Volume-based pricing tiers automatically apply when thresholds are achieved
Volume discounts may be retroactive or prospective as specified in your Master MSP Agreement

8.5 Price Changes

Standard Price Adjustments:

Synthreo may change wholesale pricing for Master MSPs with reasonable advance notice as specified in Section 13.10 of the Terms of Service
Price increases for existing Master MSP Agreements take effect at the next renewal period unless otherwise negotiated
Master MSPs with multi-year agreements may have price protection provisions as specified in their Master MSP Agreement

Notification:

At least thirty (30) days’ notice for price increases affecting existing services
Immediate application of new pricing to newly added services or Sub-MSPs
You are responsible for managing your own pricing to Sub-MSPs and communicating any pass-through price changes

9. Data Ownership, Processing, and Security

9.1 Data Ownership

The data ownership provisions in Section 9 of the Terms of Service apply to the Master MSP Program, with the following clarifications for the multi-tier structure:

End Client Data: End Clients retain full ownership of all data, content, prompts, files, personal information, and other materials they submit to or generate through the Platform.
Sub-MSP Data: Sub-MSPs own their business data, including customer lists, business configurations, custom workflows, and proprietary processes implemented within the Platform.
Master MSP Data: You own your business data, Sub-MSP relationship information (contact details, contracts, performance metrics), custom configurations, and proprietary methodologies.
Synthreo Platform and Technology: Synthreo retains all ownership rights in the Platform, underlying technology, AI models, source code, and methodologies as specified in Section 15.1 of the Terms of Service.

9.2 Data Processing Roles

For purposes of compliance with data protection laws (GDPR, CCPA/CPRA, PIPEDA, Australian Privacy Act, etc.), the parties’ roles are defined as follows:

End Clients: Act as data controllers (or “businesses” under CCPA) for personal data of their own employees, customers, and other data subjects.
Sub-MSPs: Act as data processors (or “service providers” under CCPA) when processing End Client personal data on behalf of End Clients.
Master MSP (You): Act as data controllers for Sub-MSP relationship data, business operations data, and your own employee/business data.
Synthreo: Acts as a data processor (or “service provider” under CCPA) when processing data on behalf of Master MSPs, Sub-MSPs, and End Clients.

Data Processing Agreements:

Synthreo’s standard DPA (available upon request) applies to Synthreo’s processing of data under these Master MSP Terms.
You must execute appropriate DPAs with your Sub-MSPs that flow down necessary data protection obligations.
Sub-MSPs must execute appropriate DPAs with their End Clients.

9.3 Security and Compliance Requirements

In addition to the security requirements in Section 19 of the Terms of Service, Master MSPs must:

Implement appropriate technical and organizational security measures for handling Sub-MSP and End Client data.
Ensure that your Sub-MSPs also implement and maintain appropriate security measures.
Comply with all applicable security and compliance requirements specified in your Master MSP Agreement.

10. Confidentiality

All confidential information exchanged between the parties will be governed by the confidentiality provisions in Section 20 of the Terms of Service.

11. Indemnification and Liability

11.1 Your Indemnification of Synthreo

In addition to your indemnification obligations in Section 23 of the Terms of Service, you agree to indemnify, defend, and hold harmless Synthreo and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Your Service Delivery: Your delivery of services to Sub-MSPs or End Clients, including professional services, consulting, training, or support activities.
Agreement Breaches: Your breach of these Master MSP Terms, your Master MSP Agreement, or any applicable Quotes or SOWs.
Compliance Failures: Failures by you or your Sub-MSPs to comply with applicable laws, regulations, or contractual obligations.
Employment and Tax Matters: Claims by your employees, contractors, or Sub-MSP personnel.

11.2 Indemnification Process

The indemnification process specified in Section 23.2 of the Terms of Service applies, with the following additions:

Notice Requirements: Synthreo will promptly notify you of any claim subject to indemnification.
Defense and Control: You will have sole control of the defense and settlement of indemnified claims, subject to Synthreo’s approval rights.
Cooperation: Synthreo will provide reasonable cooperation in the defense of indemnified claims.
Insurance: You must maintain insurance coverage adequate to support your indemnification obligations as specified in Section 13.

11.3 Liability Flow-Down

You shall ensure that appropriate liability, indemnification, warranty disclaimer, and limitation of liability provisions flow down to your Sub-MSPs through your Sub-MSP Agreements, including:

Required Flow-Down Provisions: Indemnification obligations, warranty disclaimers, and liability limitations.
Sub-MSP Indemnification: Your Sub-MSP Agreements must require Sub-MSPs to indemnify both you and Synthreo.
Enforcement Rights: Synthreo must be designated as a third-party beneficiary of Sub-MSP indemnification obligations.

11.4 Additional Liability Limitations

In addition to the limitations in Section 18 of the Terms of Service:

Synthreo is not liable for any claims arising from your selection, management, or oversight of Sub-MSPs.
Synthreo is not liable for service delivery issues between you and Sub-MSPs or between Sub-MSPs and End Clients.

11.5 Synthreo Indemnification to Master MSP

Section 23.3 of the Terms of Service applies to provide Synthreo’s indemnification for Platform intellectual property infringement claims, subject to the limitations and procedures specified therein.

12. Term, Termination, and Transition

12.1 Program Term

Your participation in the Master MSP Program continues until terminated in accordance with these Master MSP Terms or your Master MSP Agreement. The specific term duration, renewal provisions, and termination notice requirements are set forth in your Master MSP Agreement.

Initial Term:

The initial term of your Program participation is specified in your Master MSP Agreement.
Typical initial terms range from one (1) to three (3) years.

Renewal Terms:

Unless either party provides written notice of non-renewal as specified in your Master MSP Agreement, your Program participation will automatically renew for successive renewal terms.

12.2 Termination Rights

Either party may terminate your Program participation under the following circumstances:

Termination For Cause:

Either party may terminate immediately upon written notice for material breach, including but not limited to:

By Synthreo: Failure to pay amounts due, material breach of terms, repeated policy violations, fraud, bankruptcy, or actions that harm Synthreo’s reputation.
By You: Synthreo’s material breach of terms, failure to meet SLA commitments, or material degradation of Platform functionality.

Termination For Convenience:

Either party may terminate without cause by providing the written notice period specified in your Master MSP Agreement.

Automatic Termination:

Program participation terminates automatically upon:

Expiration of your Master MSP Agreement if not renewed.
Your cessation of business operations or dissolution.

Immediate Suspension:

Synthreo may immediately suspend your Program participation and Platform access without prior notice in cases of suspected fraud, security threats, or illegal activity.

12.3 Effect of Termination

Upon termination of your Program participation:

Service Cessation: Your right to market and resell Synthreo Services to new Sub-MSPs ceases immediately.
Existing Commitments: You remain obligated to fulfill any ongoing service commitments to existing Sub-MSPs during an agreed transition period.
Sub-MSP Transition: You shall cooperate in good faith to transition existing Sub-MSPs to Synthreo directly or to another authorized Master MSP.
Data and Materials: You shall promptly return or securely destroy all Synthreo confidential information, proprietary materials, and documentation.
Platform Access: Sub-MSP Platform access will continue during the transition period as commercially reasonable.
Financial Settlement: Final invoicing and reconciliation of all amounts due.

12.4 Transition Procedures

Detailed transition procedures ensure continuity of service for Sub-MSPs and End Clients:

Transition Planning: Within ten (10) days of termination notice, the parties will meet to develop a detailed transition plan.
Sub-MSP Communication: Synthreo and Master MSP will coordinate communication to Sub-MSPs regarding the transition.
Technical Transition: Master MSP will provide Synthreo with complete technical documentation for all Sub-MSP implementations.
Data Migration: Master MSP will export and provide Sub-MSP relationship data, usage history, and billing records.
Service Continuity: During the transition period, Master MSP will maintain normal service levels to Sub-MSPs.

12.5 Surviving Provisions

The following provisions survive termination of your Program participation:

Payment obligations
Confidentiality obligations
Intellectual property ownership and restrictions
Indemnification obligations
Liability limitations and disclaimers
Data protection obligations
Audit rights
Dispute resolution and arbitration provisions

13. Compliance and Regulatory Requirements

13.1 Legal Compliance

You shall comply with all applicable laws, regulations, and industry standards in your delivery of services through the Master MSP Program, including but not limited to:

Data Protection Laws: GDPR, CCPA/CPRA, PIPEDA, etc.
Industry Regulations: HIPAA, SOX, PCI-DSS, etc.
Export Controls: U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), etc.
Professional Standards: Any professional licensing requirements applicable to your business operations.
Employment and Labor Laws: Compliance with applicable employment laws for your personnel.

13.2 Audit and Monitoring

Synthreo reserves the right to audit your compliance with these Master MSP Terms and your Master MSP Agreement. You agree to cooperate with any such audit.

14. Changes to Terms or Platform

14.1 Terms Updates

Synthreo may update these Master MSP Terms from time to time. We will provide you with reasonable advance notice of any material changes.

14.2 Your Right to Terminate

If you do not agree to the updated terms, you may terminate your participation in the Master MSP Program without penalty.

14.3 Sub-MSP Terms Updates

When these Master MSP Terms are updated, you must:

Review the changes to determine what provisions must flow down to Sub-MSP Agreements.
Update your Sub-MSP Agreement template to incorporate necessary changes.
Notify existing Sub-MSPs of material changes that affect their rights or obligations.

14.4 Platform Updates

Platform updates, enhancements, and modifications are governed by Section 14.2 of the Terms of Service, with the following Master MSP-specific provisions:

Advance Notice: Material Platform changes affecting Sub-MSP functionality or integrations will be communicated to Master MSPs at least thirty (30) days in advance.
Beta Access: Master MSPs may receive early access to beta features or preview releases.
Deprecation Policy: When Platform features are deprecated, Master MSPs receive at least ninety (90) days’ notice.

15. Dispute Resolution and Governing Law

15.1 Governing Law

These Master MSP Terms are governed by the laws of the State of Arizona, without regard to its conflict of laws principles, consistent with Section 27.2 of the Terms of Service, except where local law requires otherwise for consumer protection or specific regulatory compliance.

15.2 Dispute Resolution

Disputes arising under these Master MSP Terms shall be resolved through the same dispute resolution procedures specified in Section 25 of the Terms of Service (arbitration and dispute resolution), with the following modifications and additional procedures for Program-specific disputes:

Informal Resolution Requirement: Before initiating formal dispute resolution, the parties agree to attempt good faith informal negotiation for at least thirty (30) days.
Program-Specific Disputes: Disputes specifically related to Program operations, Sub-MSP relationships, performance metrics, or service delivery may be subject to expedited resolution procedures.

15.3 Arbitration Procedures

Arbitration Rules: Consistent with Section 25.2 of the Terms of Service, arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA).
Location: For international Master MSPs, the parties may agree to conduct arbitration in a neutral location or via videoconference.
Arbitrator Selection: For disputes involving technical or MSP industry issues, the parties may request an arbitrator with relevant industry expertise.

15.4 Class Action Waiver

Consistent with Section 25.4 of the Terms of Service, YOU AND SYNTHREO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.5 Exceptions to Arbitration

Consistent with Section 25.3 of the Terms of Service, the following disputes are not subject to arbitration:

Claims that may be brought in small claims court.
Claims for injunctive relief to protect intellectual property rights.

15.6 Sub-MSP Disputes

Master MSP-Sub-MSP Disputes: Disputes between you and your Sub-MSPs are governed by your Sub-MSP Agreements and are not subject to these dispute resolution procedures.
Synthreo Involvement: Synthreo is not a party to disputes between Master MSPs and Sub-MSPs.

15.7 Equitable Relief

Nothing in these dispute resolution procedures prevents either party from seeking preliminary or temporary injunctive relief from a court of competent jurisdiction.

15.8 Confidentiality of Proceedings

All dispute resolution proceedings, including arbitration hearings and expert determinations, shall be confidential.

16. General Provisions

16.1 Relationship to Terms of Service

These Master MSP Terms supplement and modify the Terms of Service for Master MSP Program activities. All provisions of the Terms of Service remain in full force and effect except as expressly modified by these Master MSP Terms.

Hierarchy of Documents:

In the event of any conflict or inconsistency between documents, the following order of precedence applies:

Your executed Master MSP Agreement
These Master MSP Terms
The Terms of Service
Any applicable Quotes, SOWs, or Order Forms
Referenced policies and guidelines

16.2 Entire Agreement

These Master MSP Terms, together with your Master MSP Agreement, the Terms of Service, and any referenced policies, exhibits, or addenda, constitute the entire agreement between the parties regarding your participation in the Master MSP Program.

16.3 Severability

If any provision of these Master MSP Terms is found to be unenforceable, invalid, or contrary to applicable law, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable. The remaining provisions will continue in full force and effect.

16.4 Assignment

Your Assignment Restrictions: You may not assign, transfer, delegate, or sublicense these Master MSP Terms, your Master MSP Agreement, or your Program participation without Synthreo’s prior written consent.
Synthreo Assignment Rights: Synthreo may assign these Master MSP Terms without restriction.

16.5 Waiver

No waiver of any term, condition, or provision of these Master MSP Terms shall be deemed a further or continuing waiver.

16.6 Notices

All notices under these Master MSP Terms must be in writing and sent to the addresses specified in your Master MSP Agreement.

16.7 Force Majeure

Neither party shall be liable for failure or delay in performance under these Master MSP Terms due to circumstances beyond its reasonable control, as specified in Section 22 of the Terms of Service.

16.8 Independent Contractors

The parties are independent contractors. Nothing in these Master MSP Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

16.9 Third-Party Beneficiaries

Except as expressly provided in Section 5.2, these Master MSP Terms are for the benefit of the parties only and do not create any third-party beneficiary rights.

16.10 Counterparts and Electronic Signatures

These Master MSP Terms and any amendments may be executed in counterparts. Electronic signatures have the same legal effect as original signatures.

16.11 Survival

The following provisions survive termination or expiration of these Master MSP Terms:

Payment obligations
Data ownership and processing obligations
Intellectual property rights and restrictions
Indemnification obligations
Confidentiality obligations
Liability limitations and disclaimers
Audit rights
Dispute resolution and governing law

17. Contact Information

For Master MSP Program inquiries and support, please refer to https://synthreo.ai/terms

These Master MSP Terms incorporate and supplement the Synthreo Terms of Service. By participating in the Master MSP Program, you agree to be bound by both these Master MSP Terms and the Terms of Service.