Master Service Agreement

Rev 0 · Last updated: October 11, 2026

This Master Service Agreement (the "Agreement") is entered into by and between Geared Growth LLC, a Texas limited liability company (the "Provider"), and the company or other legal entity that accepts this Agreement or that is identified on an Order Form referencing it (the "Customer"). Provider and Customer are each a Party and together the Parties.

This Agreement governs the Customer's access to and use of the CapaciPlan software-as-a-service application and related services. The specific services, fees, and term for any engagement are set out in one or more Order Forms that reference this Agreement.

Acceptance and Effective Date. Customer accepts this Agreement by any of the following: clicking or otherwise indicating acceptance where this Agreement is presented electronically; signing an Order Form that references this Agreement; or accessing or using the Services. This Agreement takes effect on the date Customer first accepts it in any of those ways (the "Effective Date"), whether or not an Order Form has been signed and whether or not any fees are payable. A separate signature on this Agreement is not required for it to be binding, although the Parties may also sign it directly. The person accepting this Agreement on Customer's behalf represents that they are authorized to bind Customer. The version of this Agreement in effect on the date Customer accepts it governs that engagement.

1. Definitions

• "Provider" means Geared Growth LLC, the party supplying the Services under this Agreement.
• "Customer" means the company or other legal entity identified in the opening paragraph or on the applicable Order Form, being the party purchasing or receiving the Services.
• "Services" means the CapaciPlan hosted software application and any related services described in an Order Form.
• "Order Form" means an ordering document signed by or accepted by both Parties that references this Agreement and specifies the Services, term, fees (if any), and any additional terms.
• "Customer Data" means data, content, and information that Customer or its authorized users submit to or generate in the Services.
• "Authorized Users" means Customer's employees or contractors whom Customer permits to use the Services.
• "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential, including this Agreement, Order Forms, Customer Data, and the non-public features, design, and data models of the Services.

2. The Services and Order Forms

2.1 Structure. This Agreement sets the general legal terms. Each Order Form sets the commercial specifics (Services, term, fees, and any special terms). If an Order Form conflicts with this Agreement, the Order Form controls for that engagement only.

2.2 Provision of Services. Subject to this Agreement and any applicable Order Form, Provider will make the Services available to Customer from the Effective Date until this Agreement is terminated, or for the term stated in an applicable Order Form.

2.3 Changes. Provider may modify or improve the Services from time to time, provided it does not materially reduce the core functionality Customer is paying for during a paid term.

3. Access and license

3.1 License. Subject to this Agreement, Provider grants Customer a non-exclusive, non-transferable, revocable right to access and use the Services for Customer's internal business purposes during the applicable term.

3.2 Authorized Users. Customer is responsible for its Authorized Users' compliance with this Agreement and for all activity under its account.

3.3 Restrictions. Customer will not, and will not permit any Authorized User or third party to:

• resell, rent, sublicense, or otherwise make the Services available to any third party except its Authorized Users;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive, discover, or extract the source code, underlying algorithms, data models, or structure of the Services, except to the extent this restriction is prohibited by applicable law;
• copy, modify, or create derivative works of the Services; or use the Services, Provider's Confidential Information, or any methods, data models, or know-how observed in or derived from access to the Services, to design, develop, train, benchmark, fund, or assist any person in developing any product or service that competes with the Services. This restriction survives termination of this Agreement and continues for as long as the relevant information remains confidential or protectable as a trade secret;
• interfere with, disrupt, circumvent, or attempt to gain unauthorized access to the Services or their infrastructure; or
• upload or transmit any unlawful, infringing, or malicious content.

4. Customer Data and ownership

4.1 Customer owns Customer Data. As between the Parties, Customer retains all rights to Customer Data.

4.2 License to Provider. Customer grants Provider a limited license to host, process, transmit, and display Customer Data solely to provide and support the Services and as described in Provider's Privacy Policy.

4.3 Customer responsibility. Customer is responsible for the accuracy and legality of Customer Data and for having the rights necessary to submit it.

4.4 Aggregated/de-identified data. Provider may generate and use aggregated or de-identified data that does not identify Customer or any individual to operate, analyze, and improve the Services.

4.5 Return and deletion. On expiration or termination, Customer may request an export of Customer Data within thirty (30) days. Provider will then retain Customer Data in an inactive state for a further sixty (60) days (the "grace period"), during which the account may be reactivated with its data intact. After the grace period, Provider will permanently delete Customer Data and remove Customer's account and workspace from the Services, except for (a) routine backups overwritten on Provider's normal cycle and (b) any copies required to be retained by law. Provider has no obligation to retain Customer Data after the grace period.

5. Fees and payment

5.1 Fees. Fees (if any) are stated in the applicable Order Form. Some Order Forms may state a fee of $0 (for example, a design-partner or pilot engagement).

5.2 Invoicing and payment. Unless the Order Form states otherwise, Provider will invoice Customer for any fees, and Customer will pay undisputed amounts within thirty (30) days of the invoice date.

5.3 Taxes. Fees are exclusive of taxes; Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on Provider's income.

6. Confidentiality

6.1 Use and protection. Each Party will use the other's Confidential Information only to perform under this Agreement and will protect it using at least reasonable care.

6.2 Exclusions. Confidential Information does not include information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party.

6.3 Compelled disclosure. A Party may disclose Confidential Information if required by law, provided it gives reasonable notice where legally permitted.

6.4 Duration. Each Party's confidentiality obligations begin on disclosure and survive termination of this Agreement for three (3) years; and with respect to any Confidential Information that constitutes a trade secret, those obligations continue for as long as the information remains a trade secret under applicable law.

7. Intellectual property

The Services, including all software, design, and related materials (excluding Customer Data), are and remain the exclusive property of Provider and its licensors. Except for the limited rights expressly granted, no rights are transferred. "CapaciPlan" and "Geared Growth" are Provider's marks and may not be used without prior written consent, except that Provider may reference Customer's name and logo as a customer if permitted in the Order Form.

8. Warranties and disclaimers

8.1 Mutual. Each Party represents that it has the authority to enter into this Agreement.

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY ESTIMATE, SCHEDULE, OR FORECAST PRODUCED BY THE SERVICES WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR DECISION. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS BUSINESS DECISIONS.

9. Limitation of liability

9.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS.

9.2 Cap. SUBJECT TO SECTION 9.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

9.3 These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply.

9.4 Exceptions to the cap. The limitations in Sections 9.1 and 9.2 do not apply to: (a) Customer's breach of Section 3.3 (Restrictions); (b) Customer's indemnification obligations under Section 10; (c) Customer's payment obligations; (d) either Party's breach of Section 6 (Confidentiality); or (e) either Party's gross negligence, willful misconduct, or fraud. Liability for the matters in this Section 9.4 is not capped by this Agreement.

10. Indemnification

Customer will defend, indemnify, and hold harmless Provider from third-party claims arising from Customer Data, Customer's use of the Services in violation of this Agreement, or Customer's violation of law, except to the extent caused by Provider's breach of this Agreement.

11. Term and termination

11.1 Term. This Agreement starts on the Effective Date and continues until terminated under this Section 11. If any Order Form is in effect, this Agreement continues at least until all Order Forms have expired or terminated.

11.2 Termination for cause. Either Party may terminate this Agreement or an Order Form if the other Party materially breaches and does not cure within thirty (30) days of written notice.

11.3 Termination of a pilot / $0 engagement. Either Party may terminate this Agreement, or any $0 or pilot Order Form, at any time on written notice (email is sufficient) where no paid Order Form is in effect, unless an Order Form states otherwise.

11.4 Effect. On termination, Customer's right to use the Services ends. Sections that by their nature should survive — including Sections 1, 3.3, 4, 6, 7, 8, 9, 10, 13, and 14 — will survive, as will Customer's obligation to pay any fees accrued before termination. Section 4.5 governs the return and deletion of Customer Data.

12. Suspension

Provider may suspend access if Customer's use poses a security risk, violates Section 3.3, or is required by law, and will restore access promptly once the issue is resolved.

13. Governing law and disputes

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The exclusive venue for disputes not resolved informally will be the state or federal courts located in Texas, and each Party consents to that jurisdiction. Nothing prevents a Party from seeking injunctive relief to protect its intellectual property or Confidential Information.

14. General

14.1 Entire agreement. This Agreement, together with all Order Forms, Provider's Terms of Service, and Provider's Privacy Policy, is the entire agreement between the Parties regarding the Services and supersedes prior discussions.

14.2 Order of precedence. If there is any conflict among them, the following order controls: (1) the applicable Order Form; (2) this Agreement; (3) the Terms of Service; then (4) the Privacy Policy.

14.3 Amendments. Any amendment must be in writing and signed by both Parties (email confirmation is acceptable for $0/pilot Order Forms).

14.4 Assignment. Neither Party may assign this Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.

14.5 Notices. Notices will be sent to the email or address on the Order Form or, if none, to the email address associated with Customer's account. Notices to Provider may be sent to hello@capaciplan.com.

14.6 Independent contractors. The Parties are independent contractors; this Agreement creates no partnership, agency, or employment relationship.

14.7 Force majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control.

14.8 Severability; no waiver. If any provision is unenforceable, the rest remains in effect; failure to enforce is not a waiver.

14.9 Counterparts / e-signature. This Agreement may be signed in counterparts and by electronic signature.

Revision history

Each document in this set carries a revision number. The revision number increases by one whenever the text of the document changes, and the “Last updated” date records when that revision was published. The revision in effect on the date you accept a document is the revision that governs your use.