Master service agreement (MSA)

Master Service Agreement (MSA)

Version:: 2026.04
Effective from:: April 01, 2026

This Master Service Agreement (“Agreement” or “MSA”) governs the contracting of the Glivo platform by Franchisors and other corporate customers established in the European Union / European Economic Area. It applies to all Order Forms entered into between the Parties during the term.

For individual users (sellers, managers, unit franchisees), the Platform Terms of Use apply. In the event of conflict between this Agreement and the Terms of Use, this Agreement prevails for the signatory Customer.

1. Parties

Glivo LLC, a limited liability company incorporated under the laws of the State of Wyoming, USA, with its registered office at [address], hereinafter “Glivo”. For GDPR purposes, Glivo has appointed an EU representative under Art. 27 GDPR: [to be defined].

And

The Customer identified in the Order Form — the legal person contracting the Services, hereinafter “Customer”.

Glivo and Customer are jointly referred to as the “Parties”.

This Agreement enters into force on the Start Date indicated in the Order Form by: (a) digital or physical signature of the Order Form by the Parties; or (b) electronic acceptance (clicking “Accept”) by the Customer’s authorized representative.

2. Definitions

The terms below, when capitalized, have the following meanings. Other terms not defined here follow those set out in the Terms of Use and the Privacy Policy.

Affiliate: any entity that controls, is controlled by, or is under common control with one of the Parties.
Customer Content: all data input into, generated by, or processed through the Services on behalf of the Customer, including audio, transcripts, analyses, registers and configurations.
DPA: the Data Processing Addendum attached to this Agreement, which governs personal data processing under Art. 28 GDPR.
Input: the data provided by the Customer or its End Users to the Services (audio, prompts, documents, configurations).
Output: the results generated by the Services on the basis of the Input (transcripts, analyses, indicators, reports).
Order Form: the document (physical, electronic or web-based) that records the specific contracting, including scope, price, term and conditions.
Acceptable Use Policy (AUP): the document setting out what is prohibited in connection with the Services, an integral part of this Agreement.
GDPR: Regulation (EU) 2016/679.
Services: the Glivo platform, including the mobile application, web dashboard, APIs, documentation and functionalities made available under the Order Form.
Support: the Customer technical support services, in accordance with the contracted Plan.
Term: the term of this Agreement, including the Initial Term and any Renewals.
End User: any person authorized by the Customer to access the Services (managers, sellers, unit administrators).

3. Services and license to use

3.1 License grant

Subject to compliance with this Agreement and payment of the Fees, Glivo grants the Customer a non-exclusive, non-transferable, revocable and limited license to access and use the Services during the Term, exclusively for its legitimate commercial activities and in accordance with the applicable documentation.

3.2 Scope

The scope of the Services, including contracted modules, number of units, number of End Users, data retention and other limits, is set out in the Order Form.

3.3 Updates and modifications

Glivo may update the Services from time to time to fix issues, add features or comply with legal obligations. If an update materially reduces essential contracted functionality, Glivo will notify the Customer, who may terminate the Agreement without penalty by written notice within 30 days of the notice.

3.4 Beta features

Glivo may make available features identified as “Beta”, “Preview” or “Early Access”. Beta features are provided “as is”, with no warranties, and Glivo will have no liability arising from their use. The Customer may choose whether or not to use such features.

4. Term, renewal and termination

4.1 Term

The Agreement runs for the Initial Term indicated in the Order Form. Unless otherwise agreed, the Initial Term is 12 months from the Start Date.

4.2 Automatic renewal

The Agreement renews automatically for successive periods of equal duration to the Initial Term (“Renewals”), unless either Party notifies the other in writing, at least 30 days before the end of the current Term, of its intention not to renew.

4.3 Termination for breach

Either Party may terminate the Agreement by written notice if the other Party:

a. Materially breaches a contractual obligation and fails to cure such breach within 30 days after formal notice; b. Becomes insolvent, enters insolvency proceedings or has bankruptcy declared; c. Ceases its business activities.

4.4 Termination for convenience (early exit)

The Customer may terminate the Agreement at any time for its convenience, by written notice with 30 days advance notice. In such case, the Fees paid will not be refunded and the balance of any minimum commitment of the Order Form, if any, becomes immediately due, except in case of breach by Glivo.

4.5 Effects of termination

Upon termination or expiry:

a. The Customer’s right to use the Services ceases immediately; b. Glivo, upon the Customer’s written request within 30 days, will export or make available for download the Customer Content in a structured format (Art. 28(3)(g) GDPR); c. After 60 days of termination, Glivo will permanently delete the Customer Content, save for legal retention obligations (e.g., financial records, court orders); d. Outstanding amounts become immediately due; e. Clauses on confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution and general provisions survive.

5. Access and End Users

5.1 Provisioning and administration

The Customer is solely responsible for designating Administrators with management privileges, provisioning End User accesses, defining role-based permissions and revoking access immediately upon termination of any End User’s relationship.

5.2 Credentials

Each access is personal and non-transferable. The Customer is responsible for all actions performed with the credentials provisioned, including the actions of its End Users and Affiliates, and for maintaining the confidentiality of such credentials.

5.3 Collection of End User agreements

The Customer represents and undertakes to, before enabling access for any seller:

a. Obtain signature of the Seller Agreement provided by Glivo, or an equivalent agreement that fully complies with its content; b. Archive such agreements for the entire period during which the seller is engaged with the Customer, plus 5 (five) years; c. Make the archived agreements available to Glivo, the supervisory authority or competent authorities upon reasonable request.

The Customer represents and undertakes to maintain, in all units where the Services are used:

a. A recording notice sign in a visible location, in accordance with the standard provided by Glivo or equivalent, complying with Arts. 13 and 14 GDPR; b. Privacy policy accessible to end customers; c. Periodic training of End Users on transparency obligations; d. Documented Data Protection Impact Assessment (DPIA) where applicable (Art. 35 GDPR); e. Information to workers about the implementation of the monitoring system, in accordance with applicable national labor law; f. Consultation with workers’ representatives where required under applicable national labor law.

Breach of this clause constitutes material breach, entitling Glivo to suspend access after notice.

6. Customer Content

6.1 Ownership

As between the Parties and to the extent permitted by applicable law:

a. The Customer retains all rights in the Input; b. The Customer is the owner of the Output generated based on its Input. Glivo assigns to the Customer all rights, title and interest it may have in the Output.

6.2 Output similarity

Due to the nature of the Services and AI, the Output may not be unique. Other customers may receive similar Output based on similar Input. The assignment in section 6.1 does not extend to Outputs generated for other customers.

6.3 Use by Glivo

Glivo uses the Customer Content exclusively to:

a. Provide, maintain and operate the Services to the Customer; b. Comply with applicable legal obligations; c. Enforce this Agreement and investigate suspected violations; d. Ensure the security and integrity of the platform; e. Provide the technical support requested by the Customer.

Glivo does not use the Customer Content to train its own AI models, except with the express written authorization of the Customer. Sub-processors of language models used in the operation of the Services are contractually bound not to retain or use the Content for their own training.

6.4 Customer’s responsibilities for Content

The Customer represents and warrants that:

a. It has all rights, licenses, consents and authorizations necessary to provide the Input to the Services; b. It has complied, at the time of collection, with the GDPR’s information and transparency obligations (Arts. 13 and 14) vis-à-vis end customers and sellers, and with applicable workplace monitoring rules; c. The Input does not violate third-party rights, applicable laws, this Agreement or the Acceptable Use Policy; d. It is the sole responsible for evaluating the accuracy and adequacy of the Output for its use cases, subject to the provisions of clauses 12 and 14.

7. Personal data processing

7.1 Roles

For GDPR purposes and other applicable data protection legislation:

a. The Customer is the Controller of the personal data input into the Services (end customers, sellers, managers); b. Glivo is the Processor of such data (Art. 28 GDPR), acting exclusively on the Customer’s documented instructions in this Agreement and in the DPA.

7.2 DPA

The Data Processing Addendum (DPA) forms an integral and inseparable part of this Agreement. In the event of conflict between the DPA and this Agreement on matters of personal data processing, the DPA prevails.

7.3 Anonymization and retention

Glivo applies, automatically, anonymization of personally identifiable information (PII) in transcripts before making them available to managers, as detailed in the Privacy Policy.

Glivo maintains a configurable retention policy, with a standard period of 90 days for raw audio, after which automatic deletion occurs. The Customer may request a different period in the Order Form, subject to technical limits.

8. Customer commitments — use of outputs and worker protection

This clause is essential and cannot be modified by continued use, changes to the Order Form or informal communication.

The Customer acknowledges, declares and undertakes:

8.1 Nature of the Services

The Services are a coaching and professional development tool. The Outputs generated by AI are probabilistic, advisory and subject to error, and may contain inaccuracies, biases or inadequate interpretations.

8.2 Employment decisions

The Customer does not rely solely on the Outputs of the Services as a basis for:

a. Application of warnings, suspensions or other disciplinary sanctions; b. Dismissal, with or without cause, or any termination of the employment contract; c. Decisions on promotion, transfer, variable remuneration or commission; d. Discrimination of any kind; e. Automated decisions affecting the rights of its staff without human intervention (Art. 22 GDPR).

8.3 Mandatory human intervention

Any employment decision that takes into account the Outputs of the Services must be:

a. Reviewed and substantiated by a qualified human manager; b. Based on multiple sources of information (history, commercial indicators, context, direct observation, peer feedback); c. Conducted in compliance with applicable national labor law (e.g., Spanish Estatuto de los Trabajadores; Portuguese Código do Trabalho; equivalent rules in other Member States), the GDPR (especially Art. 22 — right not to be subject to automated decisions) and other applicable rules; d. Documented autonomously and independently from the AI Outputs.

8.4 Prohibited uses

The Customer does not use the Services for:

a. Abusive surveillance, persecution, retaliation or workplace harassment; b. Public exposure of staff (in groups, boards, social networks, lives); c. Punitive ranking of teams; d. Justifying targets or automatic dismissals.

8.5 Sole responsibility for decisions

The Customer is the sole and exclusive responsible for the employment, commercial and administrative decisions it takes based, in whole or in part, on the Outputs of the Services. Glivo does not recommend, authorize or take responsibility for such decisions.

8.6 Training

The Customer undertakes to train managers and sellers on the limitations of AI and the appropriate use of the results, in accordance with Glivo’s guidance in the Usage Guide for Franchises.

8.7 Specific indemnification

Breach of this Clause 8 constitutes material breach and gives rise to the Customer’s obligation to indemnify Glivo for any and all employment claims, actions for moral damages, harassment, discrimination or similar, as detailed in Clause 14.

9. Acceptable Use Policy (AUP)

The Customer undertakes to comply, and to cause its End Users to comply, with the Acceptable Use Policy (AUP) in force, an integral part of this Agreement. The AUP details prohibited conduct and sectors in which use requires specific addenda.

Glivo may update the AUP with reasonable advance notice. Updates that materially expand restrictions will only be enforceable 30 days after notice.

10. Payment

10.1 Fees

The Customer pays Glivo the Fees as set out in the Order Form, in the currency (typically Euros), frequency and means of payment specified. Unless otherwise agreed, the Fees are non-refundable, except as provided by law or this Agreement.

10.2 Taxes

The Fees do not include taxes. The Customer is responsible for applicable VAT and other taxes, except taxes on Glivo’s income. If withholding is required by law, the Customer shall gross up the amount paid so that Glivo receives the net equivalent of the invoiced amount.

10.3 Late payment

Amounts not paid by the due date accrue late-payment interest at the legal rate applicable to commercial transactions (Directive 2011/7/EU on combating late payment in commercial transactions, as transposed into national law) and are subject to inflation indexation by the official CPI. After 30 days of default, Glivo may suspend the Services without prejudice to collection.

10.4 Annual update

The Fees will be updated annually, on the anniversary of the Order Form, by the official CPI (Consumer Price Index) accumulated over the preceding 12 months, or another applicable official index.

10.5 Disputes

The Customer may dispute amounts charged within 30 days after the invoice due date, by reasoned notice. Amounts not disputed will be deemed accepted.

11. Confidentiality

11.1 Definition

“Confidential Information” means any technical, commercial, financial, strategic or operational information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), that: (a) is identified as confidential; or (b) should reasonably be understood to be confidential. The Customer Content is, by definition, the Customer’s Confidential Information.

11.2 Obligations

The Receiving Party undertakes to:

a. Use the Confidential Information only to comply with this Agreement; b. Adopt reasonable protection measures, at minimum equivalent to those it applies to its own confidential information; c. Not disclose to third parties, except to employees, providers and sub-processors under equivalent confidentiality obligations; d. Notify the Disclosing Party immediately of any unauthorized use or disclosure.

11.3 Exceptions

The obligations of this Clause 11 do not apply to information that: (a) is or becomes public without fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) was legitimately received from a third party without a duty of confidentiality; or (d) was developed independently.

11.4 Mandatory disclosure

The Receiving Party may disclose Confidential Information by court order or valid legal request, with prior notice to the Disclosing Party where legally permitted.

11.5 Survival

The confidentiality obligations survive for 5 years after the termination of this Agreement.

12. Intellectual property

12.1 Reservation of rights

Each Party retains all rights in its pre-existing intellectual property. This Agreement does not transfer intellectual property rights, except for the licenses expressly granted.

12.2 Glivo

All rights to the Services, code, AI models, prompts, layout, brand and related materials belong exclusively to Glivo or its licensors. The license granted to the Customer is only that provided in Clause 3.

12.3 Restrictions

The Customer may not:

a. Copy, modify, distribute or commercialize the Services; b. Reverse engineer, decompile or attempt to access source code or underlying components (including models, algorithms, systems), except within the strict limits of Art. 6 of Directive 2009/24/EC (interoperability); c. Extract data or Outputs in an automated manner beyond what is permitted by the documented APIs; d. Use the Output to develop products or services that compete with Glivo, including AI models for sales analysis; e. Remove Glivo’s brands, notices or credits; f. Use the Glivo brand without prior written authorization.

12.4 Feedback

The Customer grants Glivo a worldwide, perpetual, irrevocable, royalty-free and sublicensable license to use comments, suggestions and feedback that it provides on the Services, without restriction or compensation.

12.5 Publicity

Unless prior written authorization is given, neither Party may: (a) use the name, brand or logo of the other on websites, media or marketing materials; or (b) make public statements about the contractual relationship. Glivo may list the Customer on its customer page with specific authorization.

13. Warranties and disclaimers

13.1 Glivo’s warranties

Glivo warrants that, during the Term:

a. The Services will operate substantially in conformity with the applicable documentation; b. It will adopt appropriate technical and organizational measures of information security, as detailed in the DPA (Art. 32 GDPR); c. It will not intentionally introduce malicious code into the Services.

13.2 Exclusive remedy

In the event of breach of the warranty in 13.1(a), the Customer’s exclusive remedy is: (a) correction of the defect by Glivo; or (b) if correction is not feasible within a reasonable time, pro rata refund of the Fees paid for the affected period.

13.3 Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS CLAUSE 13, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLIVO AND ITS LICENSORS PROVIDE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY.

GLIVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR THAT THE OUTPUT WILL BE ACCURATE, COMPLETE, UNBIASED OR FIT FOR ANY PARTICULAR PURPOSE. THE CUSTOMER ACKNOWLEDGES THAT AI IS PROBABILISTIC AND ERROR-PRONE.

14. Indemnification

14.1 By Glivo

Glivo will defend, indemnify and hold harmless the Customer from third-party claims alleging that the Services (in their original, unmodified form) infringe third-party intellectual property rights, subject to the procedures in Clause 14.4 and the limits in Clause 15.

This obligation does not apply to claims arising from: (a) Customer Content; (b) modifications to the Services not made by Glivo; (c) combinations of the Services with products not provided by Glivo; (d) use in breach of this Agreement or the AUP; (e) Beta features.

14.2 By the Customer

The Customer will defend, indemnify and hold harmless Glivo, its Affiliates, members, directors and employees from any and all claims by third parties arising from:

a. Use of the Services in breach of this Agreement, the AUP, the DPA or applicable laws; b. Customer Content (Input and Output, including decisions and communications generated by the Customer based on the Output); c. Employment claims brought by employees, former employees or service providers of the Customer, even where they invoke the use of the Services; d. Actions for moral damages, harassment, discrimination, abusive surveillance or retaliation arising from the Customer’s use, interpretation or application of the Outputs; e. Claims by end customers arising from absence or inadequacy of recording signage, failure to obtain a legal basis, or any other transparency or compliance obligation; f. Fines or sanctions of competent authorities (data protection authorities, labor inspectorates) against the Customer or against Glivo on account of the Customer’s conduct; g. Acts or omissions of the Customer’s End Users, Affiliates, auxiliaries or partners.

14.3 Survival of Customer’s indemnification

The Customer’s indemnification obligation under Clause 14.2 survives for 5 years after termination of this Agreement, a period compatible with applicable employment and administrative limitation periods.

14.4 Procedure

The Party seeking indemnification shall: (a) notify the other Party in writing immediately upon becoming aware of the claim; (b) cooperate reasonably in the defense; (c) allow exclusive control of the defense and negotiation by the indemnifying Party, except for the right to participate with its own counsel at its own cost. No settlement may be entered into without the consent of the indemnified Party where it involves admission of fault or payment by the latter.

15. Limitation of liability

15.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR ITS AFFILIATES OR LICENSORS, WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL OR REPUTATIONAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on direct liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLIVO’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, INCLUDING THE DPA, WILL NOT EXCEED THE AMOUNT EFFECTIVELY PAID BY THE CUSTOMER TO GLIVO IN THE 12 (TWELVE) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

15.3 Exceptions to the cap

The limitations in Clause 15.2 do not apply to: (a) willful misconduct or gross negligence; (b) breach of confidentiality obligations; (c) the Customer’s payment obligations; (d) breach of Clause 12 (Intellectual Property) by the Customer; (e) the Customer’s indemnification obligations under Clause 14.2; (f) liabilities that may not be limited by mandatory law, including joint liability under Art. 82 GDPR.

15.4 Acknowledgment

The Parties acknowledge that the limitations in this Clause 15 are an essential element in pricing the Services and that, without them, the Fees would be substantially higher.

16. Suspension

Glivo may suspend, in whole or in part, the Customer’s access to the Services, with or without reasonable advance notice, where:

a. It detects material breach of this Agreement, the AUP or the DPA; b. The use poses a security risk to the platform, other customers or third parties; c. Required by a court order, regulatory authority or competent authority; d. There is payment default of more than 30 days; e. It detects fraudulent use or unauthorized access.

Glivo will use reasonable efforts to limit the suspension to the necessary scope and to restore access as soon as the cause is remedied. Suspension does not relieve the Customer from payment of the Fees relating to the period.

17. General provisions

17.1 Independence

The Parties are independent contractors. This Agreement does not create any corporate, employment, mandate, agency, joint venture or consortium relationship.

17.2 Assignment

Neither Party may assign this Agreement without the prior written consent of the other. Glivo may assign to an Affiliate, successor or in corporate transactions (merger, acquisition, reorganization) with notice to the Customer.

17.3 Notices

Notices shall be sent by: (a) email to the addresses indicated in the Order Form; (b) registered mail with acknowledgment of receipt; or (c) electronic signature platform recognized under Regulation (EU) No 910/2014 (eIDAS). Notices to Glivo shall be sent to hello@glivo.ai with copy to [Wyoming legal address] and to the EU Representative.

17.4 Force majeure

Neither Party will be liable for non-performance arising from fortuitous events, force majeure, governmental acts, pandemics, failures in telecommunications or cloud providers beyond the Party’s reasonable control, except for payment obligations.

17.5 No waiver

A Party’s tolerance of a breach of any clause does not constitute a waiver of the right to require it later.

17.6 Severability

If any clause of this Agreement is declared invalid, the remaining clauses remain in force, and the invalid clause shall be interpreted as closely as possible to the original intent.

17.7 Entire agreement

This Agreement, with its annexes (Order Form, DPA, AUP, Terms of Use, Privacy Policy, Cookie Policy, Usage Guide for Franchises), constitutes the entire agreement between the Parties, superseding any previous understandings. In the event of conflict, the following order of precedence applies:

Specific Order Form;
This MSA;
DPA;
AUP;
Platform Terms of Use;
Privacy Policy.

17.8 Updates

Glivo may update this Agreement and its annexes with 30 days’ advance notice. Immaterial updates (corrections, clarifications) take effect upon publication. If the Customer disagrees with a material update, it may terminate the Agreement without penalty within 30 days of notice. Updates do not have retroactive effect on prior disputes.

17.9 Export controls and sanctions

The Customer undertakes to comply with applicable export-control and sanctions laws (including those of the European Union and the United States), declaring that: (a) it is not located in a country under embargo of the EU or the US government; (b) it does not appear on lists of restricted parties (OFAC SDN, BIS, UN, EU — Regulation (EU) 2024/1349 and other restrictive regulations); (c) it does not use the Services for purposes prohibited by such laws.

17.10 Governing law

This Agreement is governed by the applicable EU law and the law of the Member State where the Customer is established, with mandatory direct application of EU law (GDPR, Regulation (EU) No 1215/2012, eIDAS) and observing the primacy of mandatory consumer and labor protection rules. Glivo, as a US company, will concurrently observe applicable US federal law.

17.11 Dispute resolution

Amicable resolution

The Parties will use reasonable efforts to amicably resolve any dispute, by written notice and a 60-day period of good-faith negotiation.

Mediation

Failing amicable resolution, the Parties shall submit the dispute to prior mediation in a recognized mediation institution in the Customer’s Member State, before any judicial or arbitral proceeding.

Arbitration (B2B)

If the dispute persists, and where the relationship is strictly B2B (corporate), the Parties choose arbitration as the form of resolution, under the rules of the International Chamber of Commerce (ICC) or another arbitral institution mutually agreed in the Order Form, with seat in the Customer’s Member State, with waiver of any other forum, except:

a. Urgent or interim measures, which may be sought in the courts of the Customer’s domicile; b. Disputes involving mandatory rights (consumer, labor), in which the legal forum applies.

Residual jurisdiction

For matters not submitted to arbitration, the courts of the Customer’s domicile shall have jurisdiction, with waiver of any other forum, save as required by Regulation (EU) No 1215/2012.

17.12 Form

This Agreement may be signed in electronic form (qualified electronic signature under Regulation (EU) No 910/2014 — eIDAS), with full legal validity.

18. Acceptance

By executing the Order Form, signing this Agreement or electronically accepting its terms, the Customer declares:

That it has read, understood and accepted in full this MSA, the DPA, the AUP, the Terms of Use and the Privacy Policy;

That the signing representative has authority to bind it;

That it has acknowledged the liability limitations in Clause 15;

That it has acknowledged the commitments to appropriate use of the outputs (Clause 8) and the indemnification obligations (Clause 14.2), including coverage of employment claims;

That it acknowledges the probabilistic nature of AI and the requirement of human intervention in impactful decisions (Art. 22 GDPR).

Glivo LLC — Wyoming, USA · Sales coaching platform for franchises.

EU Representative (Art. 27 GDPR): [to be defined]

Contact: hello@glivo.ai

Version: April 2026.