FIGURE SOLUTIONS, INC.
MASTER SERVICE AGREEMENT
This Master Service Agreement (the “MSA”) forms a binding agreement between you, in your individual capacity or on
behalf of the entity you represent, as applicable (the “Customer”), and Figure Solutions, Inc., a Delaware corporation (“Figure”). This MSA governs Customer’s Subscription to access and use of the
software-as-a-service solution offered by Figure and described at figurehr.com (the “Service”), as well as the performance of Professional Services by Figure if
applicable, each as described on the applicable Order Form or other ordering document referencing this MSA, or
within the interface of the Service (each an “Order Form” and
together with this MSA, the “Agreement”).
- The Service.
- Subscriptions. Company and Customer may enter into one
or more Order Forms referencing this MSA, whether by written agreement or by clicking an acknowledgement with
the interface of www.figurehr.com, pursuant to which Customer may purchase a subscription to access and use the
Service, subject to this Agreement (a “Subscription”). An
Order Form may additionally include implementation and other professional services to be performed by Figure
(the “Professional Services”).
- Authorized Users. An “Authorized User” is a person who the Customer, or a person with admin access
on a Customer’s account, has invited to join Customer’s account on the Service, either via the interface of the
Service or via a request to Figure. Authorized Users may be employees, contractors, agents or other
service providers of Customer. Customer is responsible for all actions by Authorized Users on Customer’s
account. Each Authorized User is subject to and must accept Figure’s User Terms of Service, available at
figurehr.com/legal as a condition of being added to Customer’s account as an Authorized User.
- Access to the Service. During the term of a
Subscription, Figure shall provide Customer and Customer’s Authorized Users with non-exclusive access to the
Service. Customer and the Authorized Users may use the Service solely for Customer’s own internal business
purposes and not for resale, in a service bureau arrangement or via distribution by any means not explicitly
allowed under this Agreement.
- Trial Access. Figure may, in its sole discretion, also offer
Customer the ability to access and use the Service, or certain components of the Service, without payment,
subject to this MSA (an “Unpaid Subscription”). Figure may
terminate any Unpaid Subscription at any time, in its sole discretion, without liability to the applicable
Customer. Anything to the contrary in this MSA notwithstanding, Figure’s maximum aggregate liability with
respect to any Unpaid Subscription shall not exceed $100. Figure makes no representations or warranties as to
availability or functionality of the Services for any Unpaid Subscription.
- Billing and Payments.
- Pricing Structure. Fees for access to the Service are
based on a subscription as described on the applicable Order Form (the “Subscription
Fees”). An Order Form may additionally explicitly designate that a Subscription
Fee shall be an organization-wide subscription with an annual subscription fee for an unlimited number of Users.
Fees for Professional Services, if any, are charged as described in the applicable Order Form (the
“Professional Services Fees” and together with the Subscription
Fees, the “Fees”)
- Billing and Payment Methods.
- Credit Card Authorization.
By purchasing a Subscription, you give us permission to charge your credit card or other approved method
of payment for all fees incurred by you for your Subscription. Figure does not store your credit card
information itself but instead relies on it’s third-party credit card processor. By purchasing a
Subscription, Customer gives Figure permission to share the applicable payment information with its third-party
credit card processor.
- Invoicing. Figure may, in its sole discretion, agree in
writing to permit certain users to pay via invoice. Any such invoice will be due within 30 days of receipt
thereof, payable in U.S. Dollars.
- Late Charges. Late payments are subject to interest
charges of 1% per month, or if lower, the maximum amount allowed by law.
- Taxes. Customer is solely responsible for payment of
any taxes resulting from the use of the Service. If any such taxes are required to be withheld, Customer shall
pay an amount to Figure such that the net amount payable to Figure after withholding of taxes shall equal the
amount that would have been otherwise payable under this Agreement.
- Billing Disputes. Customer agrees that it will notify
Figure within 30 days of receipt of a charge or invoice from Figure if it intends to dispute the amounts owed
under such charge or invoice, and that after 30 days all undisputed charges and invoices will be deemed to have
- Intellectual Property Rights & Restrictions.
- Customer Information. As part of the Service, Customer
or its Authorized Users may upload to the Service certain salary information, business records, documents,
images, files, notes, tags or other electronic records relating to the operations of Customer (the “Customer Information”). As between Customer and Figure, Customer
retains all ownership of the Customer Information, and Figure agrees that it obtains no intellectual property
rights in the Customer Information except the limited license set forth herein. Customer hereby grants
Figure a limited, non-exclusive, royalty-free license to use the Customer Information to provide the Service to
Customer and Customer’s Authorized Users and to support, manage and improve the Service, subject to the
confidentiality obligations set forth in this Agreement. Additionally, Customer hereby grants Figure a
limited, non-exclusive, royalty-free, irrevocable license to use Customer Information in an aggregated and
anonymized manner, provided that such use does not allow any third party to identify Customer or any Authorized
- Figure Intellectual Property. Figure shall retain all
intellectual property rights in the Service, including any and all derivatives, changes and improvements
thereto, and Customer agrees that it obtains no intellectual property rights or licenses by this MSA except
those expressly granted herein. Customer agrees that it shall (i) not attempt to infiltrate, hack, reverse
engineer, decompile, or disassemble the Service; (ii) not represent that it possess any proprietary interest in
the Service; (iii) not directly or indirectly, take any action to contest Figure's intellectual property rights
or infringe them in any way; and (iv) except as specifically permitted hereunder, not use the name, trademarks,
trade-names, and logos of Figure.
- Figure Platform Data. In the course of providing the
Service, Figure may collect statistical data and performance information, analytics, meta-data or similar
information, generated through instrumentation and logging systems, regarding the operation of the Service,
including Customer’s use of the Service (the “Platform Data”).
Nothing in this Agreement shall restrict Figure’s right to collect Platform Data or to use it for any
internal business purpose, provided however, that Figure will not disclose Platform Data to any third party in a
manner that allows such third party to identify Customer or any Authorized User, other than Figure’s employees,
agents or service providers who are subject to obligations of confidentiality with respect to such Platform
- Feedback. Customer may, from time to time, provide
Figure with ideas, suggestions, feedback, recommendations or improvements pertaining to the Service
(collectively, “Feedback”). Customer hereby grants Figure
a non-exclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose.
Feedback is provided to Figure on an “as-is” basis without warranties of any kind.
- Marketing Rights. Customer consents to the inclusion
of its name and logo on the Figure website and in Figure’s marketing materials, describing Customer as a
customer of Figure.
- Privacy and Security.
- Security. Without prejudice to Customer’s obligations under
Clause 4.4 (Customer Responsibilities), Figure will
implement reasonable and appropriate measures designed to help secure the Customer Information against
accidental or unlawful loss, access, or disclosure.
- Account Security. Login credentials cannot be shared
or used by more than one individual Authorized User. Customer will notify Figure immediately if Customer
believes that an unauthorized third party has accessed Customer’s account on the Service, or that an Authorized
User’s account credentials or Customer Information have been compromised.
- Data Privacy. Customer acknowledges that it has
- Customer Responsibilities. Customer acknowledges and
agrees that Customer and its Authorized Users control the content of any Customer Information inputted,
transmitted, uploaded, transferred, submitted, replicated or in any other way accessed or used through the use
of and for the purposes of providing the Service. Accordingly, Customer is solely responsible for
accuracy, content and legality of all Customer Information uploaded by (or on behalf of) Customer or its
Authorized Users to the Service. In addition, Customer acknowledges and agrees that it shall be
responsible for procuring and maintaining any necessary consents and permissions and providing and making any
necessary notifications required to ensure: (i) Customer is lawfully (without being in breach of applicable laws
or contract) able to disclose, provide or make available to the Customer Information to Figure in connection
with this Agreement and the Service, including (but not limited to) any consents required to enable the lawful
transfer of Customer Information to Figure located in the United States; and (ii) Figure is lawfully (without
being in breach of applicable law) able to use, store, handle and process the Customer Information in accordance
with and for the purposes contemplated by this Agreement.
- EU Data Processing Addendum. To the extent Figure processes
any Customer Information that includes “personal data” protected by Data Protection Laws (defined in the DPA),
Figure agrees to process such personal data in compliance with Figure’s Data Processing Addendum, available at
figurehr.com/legal/dpa (the “DPA”), which is hereby incorporated by reference.
- California Consumer Privacy Act. Customer acknowledges
and agrees that Figure’s California Data Privacy Addendum, available at figurehr.com/legal/cdpa (the “CDPA”) is hereby incorporated into this Agreement by reference.
- Confidential Information. “Confidential Information” shall mean all information of a party disclosed to
the other party, regardless of the form of disclosure, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the circumstances of disclosure,
including without limitation and without the need to designate as confidential (i) with respect to Customer, the
Customer Information, but not the Platform Data, and (ii) with respect to Figure, the pricing terms offered to
Customer by Figure.
- Nondisclosure. Each party (each a “Receiving Party”) agrees that (i) it shall use and reproduce the Confidential
Information of the other party (the “Disclosing Party”) only for
purposes of exercising its rights and performing its obligations under this MSA and only to the extent necessary
for such purposes and (ii) it shall restrict disclosure of such Confidential Information to the Receiving
Party’s employees, consultants, service providers or advisors who have a need to know and who are bound by
obligations of confidentiality and nonuse at least as protective of such information as this MSA, and shall not
otherwise disclose such Confidential Information to any third party without the prior written approval of the
Disclosing Party. The Receiving Party will exercise at least the same degree of care used to restrict disclosure
and use of its own information of like importance, but not less than reasonable care. Notwithstanding the
foregoing, it shall not be a breach of this MSA for the Receiving Party to disclose Confidential Information if
compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to
the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable
assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or
governmental requirement to disclosure.
- Exceptions. Notwithstanding anything to the contrary herein,
neither party shall be liable for using or disclosing information that such party can prove: (i) was publicly
known at the time it was disclosed or has become publicly known through no fault of the Receiving Party; (ii)
was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in
existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party;
(iv) was independently developed by the Receiving Party without any use of the Confidential Information, as
demonstrated by files created at the time of such independent development; (v) becomes known to the Receiving
Party, without restriction, from a source other than the Disclosing Party without breach of this MSA by the
Receiving Party and otherwise not in violation of the Disclosing Party’s rights; or (vi) is disclosed generally
to third parties by the Disclosing Party without restrictions similar to those contained in this MSA.
- Representations and Warranties.
- Customer Representations and Warranties. Customer
Represents and warrants to Figure that: (i) Customer has all necessary right and authority to upload the
Customer Information to the Service without infringement upon any third party’s proprietary or privacy rights,
including without limitation intellectual property rights; (ii) the Customer Information does not contain any
viruses, worms, Trojan horses or other harmful or destructive code or content; and (iii) Customer will use the
Service in compliance with all applicable laws, rules and regulations, and in accordance with this MSA.
- Figure Representations and Warranties. Figure
represents and warrants to Customer that Figure will provide the Service to Customer in accordance with all
applicable laws, rules and regulations.
- Mutual Representations and Warranties. Each party
represents and warrants that it has the necessary corporate authority to enter into this Agreement, and this
Agreement is a valid and binding obligation, enforceable against it, in accordance with its terms.
- Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, Figure PROVIDES THE SERVICE TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR
PARTICULAR PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY USAGE IN THE TRADE, BY COURSE OF DEALING OR COURSE OF
PERFORMANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, Figure DOES NOT WARRANT THAT THE SERVICE WILL BE
DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS
RESULTS BY USE OF THE SERVICE.
- Customer Indemnities. Customer shall defend, indemnify and
hold harmless Figure and its officers, directors, consultants, employees, successors and permitted assigns, from
and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees)
resulting from any third party claim, demand, action, subpoena, request or attestation (collectively, a
“Claim”) arising from (i) the use or display of any Customer
Information in accordance with this MSA or (ii) Customer's breach of its obligations or inaccuracy of its
- Figure Indemnities. Figure shall defend, indemnify and hold
harmless Customer and its officers, directors, consultants, employees, successors and permitted assigns, from
and against any Claim arising out of or relating to an allegation that the Service infringes any intellectual
property right of a third party.
- Indemnification Procedure. The indemnified party shall
provide the indemnifying party with: (i) prompt written notice of such Claim; (ii) sole control over the defense
and settlement of such claim; and (iii) information as may be reasonably requested by the indemnifying party.
The indemnified party will have the right to approve the counsel selected by the indemnifying party for defense
of any such claim, which approval will not be unreasonably withheld. The indemnifying party shall not
settle any such Claim in a manner that does not unconditionally release the indemnified party without the
indemnified party’s written consent, not to be unreasonably withheld or delayed.
- Limitation of Liability.
- Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST
PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON
ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR
OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Maximum Aggregate Liability. EACH PARTY’S MAXIMUM
AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF
FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE MONTHS PRECEDING THE DATE THE LIABILITY FIRST
- Acknowledgement. THE LIABILITIES LIMITED BY THIS
SECTION 8 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF
THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF A PARTY’S REMEDIES FAIL OF
THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 8, EACH
PARTY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE BY SUCH LAW.
- Term; Termination.
- Term. This MSA shall be effective for so long as there
is an Order Form in effect between Customer and Figure, or until otherwise terminated as provided herein.
- Termination for Cause. Either party may terminate this
MSA by giving written notice to the other party if: (i) the other party breaches a material provision of this
MSA and fails to cure the breach within 30 days after being given written notice thereof; (ii) the other party
is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or
receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy
or similar laws.
- Effect of Termination. Upon termination or expiration
of this MSA for any reason, Customer’s right to access and use the Service shall immediately terminate and
Customer will immediately cease use of the Service.
- Survival. Sections 3 (Intellectual Property Rights
& Restrictions), 4 (Privacy and Security), 5 (Confidentiality), 7 (Indemnification), Section 6
(Representations and Warranties), 8 (Limitation of Liability), 11 (Miscellaneous) shall survive any expiration
or termination of this MSA.
- Changes to this MSA. This MSA is
subject to occasional revision. Figure will notify Customer of any changes to this MSA by posting the updated
version of this MSA on the Service and updating the “Last Updated” date below. Figure will also notify Customer
of material changes by sending an email to the email address Customer have provided to us. For existing
Customers, any changes to this MSA will be effective thirty calendar days following notification of such change,
and for new Customers entering into this MSA after the new “Last Updated” date, these changes will be effective
immediately. Continued use of the Service following such changes will indicate Customer’s acknowledgement of
such changes and agreement to be bound by the updated version of this MSA.
- Governing law. This MSA is governed by the laws of the State
of California, without regard to its conflict of laws principles, and any dispute arising from this MSA shall be
brought exclusively before the state and federal courts in San Francisco, California, and each party irrevocably
submits to the jurisdiction of such courts.
- Assignment. Neither party may transfer or assign its rights
or obligations under this MSA to any third party without the prior written approval of the other party, except
for an assignment to an affiliated company or to a successor in connection with a merger, acquisition,
reorganization or sale of substantially all of its assets or voting securities. Any purported assignment
contrary to this section shall be void. Subject to the foregoing, this MSA will be binding upon, and inure
to the benefit of the parties and their respective successors and assigns.
- Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when sent by email.
- Relationship of Parties. The parties are independent
contractors and will have no right to assume or create any obligation or responsibility on behalf of the other
party. Neither party shall hold itself out as an agent of the other party. This MSA will not be construed to
create or imply any partnership, agency, joint venture or formal business entity of any kind.
- Severability. If any provision of this MSA is held invalid
or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the
Parties and the remaining provisions of the Agreement will remain in full force and effect.
- Temporary Suspension. Figure may temporarily suspend
Customer’s access to the Service if Figure reasonably determines that: (a) Customer’s use of the Service
disrupts or creates a security risk to the Service or Figure systems; (b) Customer is using the Service in
violation of any applicable law or regulation or this MSA; or (c) Customer fails to pay fees owed to Figure in
accordance with this Agreement. In the event of any suspension pursuant to this section, Figure will use
commercially reasonable efforts to provide written notice thereof to Customer, and to restore access to the
Service as promptly as reasonably practicable.
- Force Majeure. Except for payment obligations under this
MSA, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party's failure
to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as,
without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, labor strikes,
pandemic or other public health crises.
Last updated: November 30, 2020