Master Service Agreement

The services provided by BA Platform Holdings, LLC, a Tenessee limited liability company (“Bitsy”), are subject to the terms and conditions of Bitsy’s Master Services Agreement (“MSA”). The MSA is an agreement between you (the “Client”) and Bitsy.

Services and Service Agreements

This MSA shall apply each time Client engages Bitsy to provide services or products. All services or products provided by Bitsy under this MSA will be described in one or more Service Agreements (“Services”). “Service Agreements” are order forms or service contracts that incorporate the terms of this MSA, including:

1. Service Descriptions;
2. Technical Specification Form(s);
3. Any Statement(s) of Work (“SOW”)
4. Any Bitsy Quote accepted by Client; and
5. Other mutually agreed upon documents.

The MSA and each Service Agreement will be interpreted as a single agreement, independent of any other Service Agreement. In no event will the description of Services under any Service Agreement be deemed by implication or otherwise to exclude any Services described in this MSA or another Service Agreement.

Exclusions

“Services” do not include third party products or third party branded services (“Third Party Services”) that may be or have been purchased by Client from a third party or procured by Bitsy for Client.

Order of Precedent

In the event of a conflict between the terms of this MSA and a Service Agreement, the terms of these documents will be interpreted according to the following order of precedence: (1) Service Agreements and (2) the MSA.

Terms of Purchase and Payment

Prices

The prices charged for Services purchased under this MSA will be Bitsy’s “then-current” charges for such Services as quoted by Bitsy. Bitsy reserves the right to revise pricing if prices for Services are based upon written assumptions and those assumptions are determined inaccurate. If Client and Bitsy are not able to reach agreement on the revised pricing, Client or Bitsy may terminate the applicable Service Agreement, but the MSA remains in effect. If the Services are being performed on a time and development basis, any estimates provided by Bitsy are for planning purposes only. Any required deposits are non-refundable.

Taxes

Client shall be responsible for all applicable taxes and fees assessed or imposed upon the Services provided or the amounts charged under this MSA, including any sales, use, excise, value-added, or comparable taxes, but excluding taxes for which Client has provided a valid resale or exemption certificate. Taxes imposed on Bitsy in connection with the Services purchased under this will appear as separate items on Bitsy’s invoices.

Invoicing and Payment

Client’s payment terms will be in U.S. Dollars and paid within seven (7) days from the date of invoice, subject to continuing credit approval by Bitsy. Each Service Agreement will specify all charges that Client will pay to Bitsy for the Services to be rendered pursuant to that Service Agreement. Additional charges may apply if Client requests Services that are performed outside contracted hours or are beyond the normal coverage for the particular Service.

Overdue Invoices

For invoices not paid within seven (7) days of the invoice date, interest shall accrue at a rate of 1.5% per month. Payment by Client shall not preclude Client from questioning any charges that Client believes to be improper or incorrect within seven (7) days of the date of the invoice. For undisputed invoices not paid within thirty (30) days of the invoice date, Bitsy may stop all work under this MSA and Service Agreements without notice and/or cancel this MSA. Upon cancellation, any outstanding balance plus interest shall become immediately due and payable. In addition, Bitsy may seek collection of all amounts due, and Client agrees to pay any legal fees and costs of collection incurred by Bitsy.

Term and Renewal

Term of MSA

The initial term of this MSA shall begin on the earlier of the date on Client’s invoice with Bitsy, the date on which Service delivery begins, or the date on which your use of the Service begins (“Effective Date”) and continue for a period of twelve (12) months. The MSA will automatically renew on the anniversary of the Effective Date for subsequent one year terms (“Term”) unless terminated in accordance with the provisions herein.

Term of Service Agreement

Each Service Agreement will continue for the term stated therein, unless otherwise terminated pursuant to this MSA. In addition, Bitsy may propose to renew the Service by sending Customer an invoice or continuing to make the Service available to Client. Client may (where permitted by law) agree to such renewal of the Service by paying such invoice by its due date or by continuing to use the Service. If Client renews a Service Agreement by continued use of the Service, Customer will be invoiced in a manner substantially similar to the initial term of Service.

Termination

Termination of MSA

Either party may terminate this MSA for convenience by providing at least seven (7) days prior written notice to the other. Termination of this MSA for convenience will not terminate any outstanding Service Agreement that provides for a specific term over which the Services are to be provided. In such case, this MSA, as incorporated into the Service Agreement, and the Service Agreement that provides for a specific term will remain in effect for the remainder of such term. Upon termination of this MSA, all rights and obligations of the parties under this MSA will automatically terminate except for rights of action accruing prior to termination, payment obligations, any obligations that expressly or by implication are intended to survive termination and any obligations as they relate to an existing Service Agreement.

Termination of Service Agreement

Either party may terminate an individual Service Agreement if the other party commits a material breach of such agreement and the breach is not cured within fourteen (14) days of receipt of written notice from the injured party. Termination of one or more Service Agreements will not terminate this MSA.

Third-Party Products & Warranties

Third Party Products

“Third Party Products” means any third-party hardware, services or software licensed, purchased and/or used by Client including, but not limited to, hosted or online services. Some manufacturers’ warranties or service contract terms and conditions for Third Party Products may become void if Bitsy or anyone else, other than the manufacturer or its authorized representative, provides services for or works on the hardware or software (such as providing maintenance and repair services). BITSY DOES NOT TAKE RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT BITSY’S SERVICES MAY HAVE ON THOSE WARRANTIES. Except as agreed to in writing between Client and Bitsy, Third Party Products shall be exclusively subject to terms and conditions between the third party and Client. Bitsy shall have no liability for Third Party Products and Client shall look exclusively to the third party provider for any damages or liability with respect to the provision of such Third Party Products.

Client agrees to purchase, or provide documented original copies of all software in accordance with the manufacturer’s software licensing agreements. BITSY IS NOT LIABLE FOR, NOR WILL SUPPORT NON-LICENSED COPIES OF ANY COMMERCIAL OR PROPRIETARY SOFTWARE. This section shall survive the expiration or termination of this MSA regardless of the reason for its expiration or termination.

Use Rights

From time to time Bitsy may be required to use Third Party Products in the course of providing Services. Except as otherwise specifically agreed to in a Service Agreement, Client authorizes Bitsy (or otherwise obtains the rights for Bitsy) to copy, install and modify, when necessary and as required by the Service Agreement, all Third Party Products, including software, to be used in the Services or to be copied or stored for subsequent re-installation of a backup system or data. Client warrants and covenants to Bitsy that it has obtained or will obtain any licenses, consents, regulatory certifications or approvals required to give Bitsy and its subcontractors or employees such rights or licenses to access, copy, distribute, use and/or modify (including creating derivative works) or install any Third Party Products to be used in the Services, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products.

Bitsy is not responsible for determining if Third Party Products to be used in performance of the Services satisfy any federal, state, local, or industry requirements, nor shall Bitsy be obligated to perform any Services where the resulting products or software do not satisfy such regulatory requirements unless specifically stated in a Service Agreement.

Deliverables

Except as otherwise specifically agreed to in a Service Agreement, Bitsy will retain exclusive ownership in all Deliverables created by Bitsy hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed by Bitsy under this MSA. Subject to payment in full for the applicable Services, Bitsy grants Client a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely for Client’s internal use. “Deliverables” means the items to be created and delivered to Client by Bitsy as set out in the Service Agreement and the tangible and intangible materials, including reports, studies, base cases, drawings, findings, manuals, procedures and recommendations that are prepared by Bitsy or its subcontractors in the course of performing the Services.

Loaned or Rented Equipment

Client agrees that any equipment or Third Party Products used by Bitsy in the performance of the Services that is not explicitly purchased by Client shall remain the property of Bitsy. Upon termination of the MSA or applicable Service Agreement, Client shall, within ten (10) days, return the equipment or Third Party Products to Bitsy. In the event the equipment or Third Party Products are not timely returned to Bitsy, then Bitsy is granted access to the Premises to remove the equipment or Third Party Products at the cost and expense of the Client. Client further agrees to cease the use of any technology that remains the property of Bitsy upon termination of this MSA or applicable Service Agreement.

Confidentiality

Confidentiality and Non-Disclosure

In the performance of the Services, Client and Bitsy may have access to or be exposed to information of the other party not generally known to the public, including, but not limited to, software, product plans, marketing and sales information, client lists, “know-how,” or trade secrets which may be designated as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (“Confidential Information”). Confidential Information may not be shared with third parties unless such disclosure is to personnel of Bitsy or Client, including employees, agents and subcontractors, on a “need-to-know” basis in connection with its performance of this MSA, so long as such personnel have agreed to treat such Confidential Information under terms at least as restrictive as those herein. The foregoing shall not include information which was known by one party prior to its receipt from the other or is or becomes public knowledge without the fault of the recipient; is received by the recipient from a source other than a party to this MSA; or a party is required to disclose in response to an order by a court of competent jurisdiction provided that advance notice of the disclosure in response to the order is provided to other party. Client agrees not to disclose rate(s) or term(s) regarding this MSA without the prior written consent of Bitsy. This section shall survive the expiration or termination of this MSA regardless of the reason for its expiration or termination.

Hiring of Employees

Client agrees not to hire or attempt to hire any Bitsy employee, contractor, or former employee within two (2) years of termination of employment with Bitsy, as full-time or part-time employee, contractor, or any other such position without the written consent of Bitsy. Client understands and agrees that Bitsy shall suffer such irreparable harm and in such event that Client shall, if such breach should occur, immediately pay to Bitsy an amount equal to twice the employee’s annual compensation (including salary and expected bonuses) at the time of breach. This section shall survive the expiration or termination of this MSA regardless of the reason for its expiration or termination.

Client Responsibilities

Client Performance

Client acknowledges that Bitsy’s performance and delivery of Services is contingent upon Client’s timely decision-making, notification of relevant issues or information, and granting of approvals or permissions and Client shall, in a timely manner, make decisions and notify Bitsy of the decisions, including without limitation, approvals and permissions and other relevant issues or information, all in a timely manner.

Equipment and Facilities

Client agrees that Bitsy may utilize certain items of Client’s equipment and may gain access to certain Client facilities in the performance of the Services. Client shall permit Bitsy free and timely access to areas and equipment, and allow Bitsy to start and stop the equipment as necessary to perform required Services. Client agrees to employ reasonable measures to assist Bitsy personnel in determining the Service required and shall allow Bitsy reasonable use of necessary data communications facilities for Bitsy to affect necessary Services. If access to facilities is denied, Client understands that Bitsy may be unable to perform their duties adequately and if such a situation should exist, Bitsy shall be held harmless by Client.

Client will be responsible for obtaining proper and adequate permission for Bitsy to enter upon and operate within the lands and properties designated as Client’s work area including, but without limitation, providing and furnishing to Bitsy all keys, passwords or other security devices to allow access to the Client’s facilities and work areas.

General Health and Safety

Bitsy agrees to comply with all applicable health and safety protocols. Client agrees to remedy any conditions which exist that have the potential to create or does create a hazard.

Client shall make available to Bitsy’s personnel all pertinent Material Safety Data Sheets (MSDS) pursuant to OSHA’s Hazard Communication Standard Regulations.

Authorized Persons

Client agrees to provide Bitsy a written list of the names of persons authorized to request Services from Bitsy. Client further agrees to provide, in writing, any changes to this list of authorized persons. If client elects not to provide said list, Bitsy will assume, and rely on, that all persons from Client are authorized to request Services of Bitsy on behalf of Client.

Data Backup

CLIENT UNDERSTANDS AND AGREES TO PERFORM BACKUP ON ALL PROGRAMS AND DATA FROM THE EQUIPMENT AND/OR SOFTWARE BEING SERVICED PRIOR TO THE PERFORMANCE OF SUCH SERVICE.

Use of Hosted Services

Certain Services consist of, make use of, or require the Client to use or access hosted or online services, platforms, tools, and applications (“Hosted Services”). All such use and access of Hosted Services by Client will be in conformance with any agreements or terms and conditions required to use the Hosted Services.

Warranties and Indemnification

Warranty

Bitsy warrants that Services will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, express or implied, including but not limited to any express or implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event will Client, or any other person or entity to whom Client may be liable, be eligible for or entitled to any type of damages whatsoever arising out of or related to this MSA or any Services, including, but without limitation, lost profits, lost savings, or other actual, direct, or incidental, or consequential damages, injuries to persons or property, loss of use of property, loss or damage to data or records or damages arising from the use, loss of use, or performance of the Services, even if Bitsy has been advised of the possibility of such damages, or for any claim against the Client or Bitsy by any other party arising hereunder. Bitsy’s liability for damages from any cause whatsoever, and regardless of the form of action, including negligence, shall be limited to monies actually paid by Client to Bitsy the Services hereunder.

Force Majeure

The Services are designed to cover the needs of Client during normal operating conditions. Bitsy shall not be liable for any delay, loss, damage or detention caused by unavailability of equipment, software or materials, delay of carriers, strikes, lockouts, civil or military authority, priority regulations, wars, insurrection or riot, action of the elements, forces of nature, or by any cause beyond its control.

Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, interruption in utilities, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this MSA.

Indemnification

Client shall at all times defend, indemnify and hold Bitsy harmless against and from all claims, losses, liability, expenses, lawsuits or damages that may arise against Bitsy in connection with Bitsy providing Services to Client. This includes, but is not limited to, all claims against Bitsy for personal injury (including death), damage to property of Client or others, or any other claim arising in tort, arising under contract, or arising under a violation of law. Client’s duty to defend, indemnify and hold Bitsy harmless shall include, but not be limited to, the payment of Bitsy’s attorney’s fees and expenses.

This section shall survive the expiration or termination of this MSA regardless of the reason for its expiration or termination.

Additional Terms

Authority

Client represents and warrants that it has full right, power and authority necessary to enter into this MSA and to grant the rights contained herein and that by entering into this MSA it will not breach or violate any provisions of any other agreement to which it is bound.

Contractor Status

The relationship of Bitsy to Client is that of an independent contractor and not that of an agent or employee of the Client. It is expressly understood and agreed by the parties that Client shall not have, nor exercise, any control or direction over the manner or methods by which Bitsy provides the Services other than the right to require that the performance of such services be in accordance and consistent with the terms set forth in this MSA or Service Agreement.

Severability, Entire Agreement, Section Headings

This MSA and Service Agreements is the entire agreement between Bitsy and Client with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements. No amendment to or modification of this MSA, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this MSA is void or unenforceable, the remainder of this MSA will remain in full force and effect. Section headings are for reference only and shall not affect the meaning or interpretation of this MSA.

No Third Party Beneficiary

All of the provisions of this MSA are solely for the benefit of the parties hereto, and none of the other provisions of this MSA shall inure to the benefit of any person not a party to the MSA, and third parties shall have no rights hereunder.

Governing Law, Jurisdiction and Time Limit

Any claim or dispute arising from or relating to the MSA or Service Agreements will be governed by the laws of the State of Tennessee, without regard to its conflicts of law provisions. The parties agree that the state courts of Knox County, Tennessee shall have exclusive venue and jurisdiction over the parties with respect to any claim or dispute arising from, or relating to, the MSA or Service Agreements. Client waives its right to a trial by jury as to any claims or disputes arising from, or relating to, this MSA or Service Agreements. Any legal action against Bitsy relating to this MSA, or the breach thereof, shall be commenced within one (1) year from the date of the Service Agreement pertaining to the alleged breach.

Assignment

Neither this MSA nor any rights or benefits hereunder may be assigned, in whole or part, by Client without the prior written consent of Bitsy. This MSA shall inure to the benefit of and be binding upon the successors and assigns of Client. For the purpose of this MSA, the term “successor” shall mean any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, liquidation or otherwise, shall acquire all or substantially all of the assets or business of Client.

Non-Waiver of Rights

Failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the provisions thereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part hereof, or the right of either party thereafter to enforce each and every provision in accordance with the terms of this Agreement.

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Compliance Checklist

Disclosure Delivery. Proof of Delivery.

You can deliver disclosures at any time during the client acquisition process.  Disclosure documents can attach to any questionnaire you build, be sent with contracts or automatically upload to your client's dashboard, for example.  This is completely your preference.

Proof of delivery happens within an admin's and an advisor's dashboard, with a timestamp of delivery for compliance adherance.

Platform Updates and Enrollment Audit Line Items.

You get world-class RIA attorneys continually keeping you up-to-date and in-line with your state and national compliance regualtions.  You can even get discounted access to their time, should you need it.

Bitsy automatically tracks and timestamps client enrollment steps to ensure you have what you need during audit.  You can easily download and send as littls as 1 client contract to your auditor, or mass download all client contracts and email via zip file to said auditor.  It's quick and easy.

Client Information and Record Retention Requirements.

Our compliance staff keeps us (and you) up to date on such requirements, and removal can only happen upon request to our support staff so that advisors can not remove manually. 

If you should discontinue your membership with Bitsy, we make it easy for you to transfer all of your client records and documents.  However, you only get 30 days to do so before we email all such records and automatically close your account.

We are NOT going to hold all of your electronic records for 5 years.

GDPR Compliance

Individual Data

Lawful, fair and transparent data processing in relation to individuals:

Bitsy’s onboarding module only collects data required by law to enroll new clients.

Data Collection

Specified, explicit and legitimate purpose for data collection:

Bitsy’s onboarding and other custom modules clearly identify required data from prospets and clients.

We also make it easy to completely purge data from Bitsy, simply reach out and we’ll do it fo you IF you meet guidelines for legal disposal AND you are an approved compliance officer/firm admin with express permission to complete such request.

Relevant Data

Relevant data, limited to only what is necessary in relation to it’s purpose:

Bitsy’s onboarding module ONLY collects relevant information to execute a compliant client enrollment.  We allow your prospects and clients to electronically sign enrollment documents, proving consent for data collected.

Personal Data Retention

Personal data should be kept for no longer than is necessary for proper subject identification:

You will be eligible to remove all collected data in regards to one or multiple client(s), when storing of such data becomes irrelevant.  Bitsy also creates a trail of all changes made by or on behalf of prospects and clients, for your security.

Again, you MUST be an approved person listed in the "Data Collection" tab to be eligible for data removal requests. 

Please also refer to the "Client Information and Record Retention Requirements" tab held within the "Compliance Checklist" section for an explanation of how we safeguard client information, and our safe removal protocols held therein.

Data Accuracy

Personal data should be accurate and up to date, where necessary:

Clients agree within Bitsy’s modules to provide you with clear and accurate data.  It is their responsibility to abstain from delivering false information.

Data Security

Personal data should be processed securely; furthermore, in a manner that is appropriate to the sensitivity of such data.

Bitsy provides a high level of data encryption to all members, ensuring that all customer information is perpetually stored in a secured database. 

We utilize state-of-the-art hacker prevention protocol to prevent access to our network.  We continually update our anti-virus and malware prevention systems to keep you, your prospects and your clients safe.

Payments

Every transaction between an advisor/advisory firm and Bitsy is secure. We only accept payments through the following methods:

Check or Wire

Security

Bitsy Network

Systems

Rest easy knowing Bitsy operates from a 'security first' mindset.

Data

Credible, third-party vendors ensure high data security.  We outsource this function to the best providers who make it their business to keep you and your clientele safe.

Property

Regular cyber risk assessments protect you at all times.

Learn more →

Security

Disaster Recovery

Our plan is built to prevent, detect and correct to ensure you and your clientele have the best experience possible.

Security

Incident Response

       Annual testing of this plan

       Response within 1 hour

       Continual training in protocol

       24/7 file-integrity monitoring

       Perpetual plan updates

Insurance

If you’d like to see a copy of our insurance coverages that keep us, you and your clients safe, please submit a written request to:

Website: https://bitsyadvisor.com

Email: [email protected] with the subject line of "Coverage Request"

Address:  800 S. Gay St., STE 1100 ATTN: Bitsy Advisor, Knoxville, TN 37929

ISO 27001:2013

DocuSign is ISO 27001:2013 certified. This is the highest level of global information security assurance available today, and provides customers assurance that DocuSign meets stringent international standards on security.

SOC I & II, Type II

As a SOC 1 and SOC 2-certified organization, DocuSign complies with the reporting requirements stipulated by the American Institute of Certified Public Accountants (AICPA). We undergo yearly audits across all aspects of our production operations, including our datacenters, and have sustained and surpassed all requirements.

ISO 27001:2013

DocuSign adheres to the requirements of the Cloud Security Alliance (CSA) Security Trust Assurance and Risk (STAR) program. The CSA STAR comprises key principles of transparency, rigorous auditing, and harmonization of standards. Our Consensus Assessments Initiative Questionnaire (CAIQ) documents the rigor and strength of DocuSign’s security posture and best practices and is publicly accessible for viewing and download from the CSA STAR registry.

SOC III & ISO Certifications

All Firebase services (aside from App Distribution and Crashlytics) have successfully completed the ISO 27001 and SOC 1, SOC 2, and SOC 3 evaluation process, and some have also completed the ISO 27017 and ISO 27018 certification process.

       ISO 27001

       ISO 27017

       ISO 27018

       SOC I

       SOC II

       SOC III

Critical Functions

Bitsy perpetually agrees to maintain a high level of successful operation of it's services.  Regardless of what external forces may threaten the integrity of our system.

Should there be any level of disruption to our service(s), Bitsy proactively implements a solution before acquiring new customers.

Dependencies

Bitsy acknowledges that it's members rely on our system for compliant client acquisition.  We agree to continually maintain and upgrade the integrity of our system to ensure our members get more (where possible) in value, than what they pay for.

Downtime

Where possible, Bitsy agrees to proactively acknowledge possible and current threats and complications to it's system and to put aside all other activity to amend such faults, as quickly as possible.  We also agree to keep all members regularly apprised of ongoing circumstances, how they might be affected and what we're doing to amend any complications.  This communication will happen at least once every 24 hours.

Maintenance

Bitsy prides itself in being reliable; thus, we commit to regularly (at least 2 - 4 times annually) check the integrity of our system, tools and support capabilities to ensure our members experience little to no interruption in service.