Master Services Agreement

Effective May 29, 2026

This Master Services Agreement applies when Livy and a customer sign an order form or other paid services agreement. It is intended to be used with an order form, a service description, and the Data Processing Addendum.

This Agreement is between Livy, a Delaware public benefit corporation, and the customer identified in the applicable order form.

Contract documents

The agreement between the parties consists of:

1. the applicable order form;
2. this Master Services Agreement;
3. any service description, support terms, or statement of work referenced in the order form;
4. the Data Processing Addendum;
5. any other exhibit or addendum signed or accepted by both parties.

If there is a conflict, the order form controls over this Agreement for the specific services ordered, and this Agreement controls over other exhibits unless an exhibit expressly says otherwise for its subject matter.

Services

Subject to this Agreement, Livy will provide the services described in the applicable order form.

During the subscription term, Livy grants Customer a nonexclusive, nontransferable right to access and use the services for Customer's public-agency operations and to make approved public-facing features available to public users in connection with Customer's meetings, agenda materials, records, and participation workflows.

Specific features and their behavior may evolve. Current behavior is described in the product, the applicable service description, and Livy's documentation.

Public benefit corporation status

Livy is operated by a Delaware public benefit corporation and is designed to support modern, transparent, and accessible public-agency workflows.

This statement describes Livy's mission and product orientation. It does not expand Livy's warranties, service commitments, liability, or legal obligations beyond those expressly stated in this Agreement.

Authorized users

Customer may authorize employees, officials, body members, board members, commissioners, committee members, contractors, counsel, advisors, and other permitted users to access the services.

Customer is responsible for account administration, permissions, and the acts and omissions of its authorized users under this Agreement.

Customer responsibilities

Customer is responsible for configuring and administering its bodies, meetings, agenda items, publication settings, public-participation rules, approvals, retention settings, and other customer-controlled workflows.

Customer remains responsible for compliance with applicable law and policy, including open-meeting requirements, public-records obligations, notice requirements, accessibility accommodations, records retention, procurement rules, and legal review of official materials.

Livy provides software and workflow tools. Livy does not act as Customer's clerk, attorney, records officer, accessibility consultant, financial advisor, or compliance decision-maker.

If the services allow content to be labeled internal, staff-only, private, confidential, privileged, or unpublished, that label is a workflow setting only. It is not a legal determination that the content is exempt from disclosure, privileged, confidential, or outside the public record.

Customer data and ownership

Customer retains all rights in Customer Data.

Customer Data means data submitted to, stored in, or generated through the services for Customer, including agenda materials, attachments, public submissions, workflow records, votes, minutes, approvals, workflow metadata, and staff-only or internal content.

As between the parties, Customer owns the outputs that Livy's automated and AI-assisted features generate for Customer from Customer Data, to the extent permitted by law.

Livy owns the services, software, documentation, templates, prompts, product designs, analytics, and other technology used to provide the services. Livy may use deidentified and aggregated usage data that does not identify Customer or disclose Customer Data.

Use of Customer Data

Livy may use Customer Data to provide, secure, support, troubleshoot, maintain, and improve the services, and as otherwise permitted by this Agreement and the Data Processing Addendum.

Livy will not sell Customer Data or use it for cross-context behavioral advertising.

Livy does not use Customer Data to train Livy's or a third party's general-purpose AI models. Livy will give Customer prior written notice and obtain Customer's explicit consent before changing this practice.

Public records and legal requests

Customer decides what Customer Data is published, distributed, retained, or disclosed and how Customer will respond to public-records requests, open-meeting obligations, litigation holds, subpoenas, accessibility requests, and other legal demands.

If Livy receives a subpoena, public-records request, court order, or other legal demand seeking Customer Data, Livy will promptly notify Customer unless legally prohibited and will reasonably cooperate with Customer's response at Customer's reasonable expense.

Confidentiality

Each party may receive nonpublic information from the other that a reasonable person would understand to be confidential.

The receiving party will use that information only to perform under this Agreement and will protect it with reasonable care.

These obligations do not apply to information that becomes public through no fault of the receiving party, was already lawfully known to the receiving party, is lawfully received from a third party without restriction, or is independently developed without use of the other party's confidential information.

A receiving party may disclose confidential information if required by law, provided it gives notice when legally permitted.

Security and privacy

Livy will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

Livy may pursue third-party security assessments, reports, or certifications over time. Unless expressly stated in an order form or security exhibit, Livy does not represent that the services meet any specific certification, audit standard, or security framework.

The parties' privacy and personal-data obligations are stated in the Data Processing Addendum. Customer authorizes Livy to use subprocessors in accordance with the Data Processing Addendum.

Automated and AI-assisted features

If Customer enables automated or AI-assisted features, those features are assistive tools only. Their outputs may be inaccurate, incomplete, misleading, or out of date.

Customer is responsible for reviewing outputs before relying on them, publishing them, circulating them to a legislative body, treating them as official records, or using them in official work.

These features do not provide legal, financial, accounting, procurement, accessibility, records-retention, or other compliance advice.

Livy may use AI service providers as subprocessors for these features. The current list of subprocessors is available on Livy's subprocessor page. Livy will not authorize those providers to train general-purpose AI models on Customer Data without Customer's prior written consent.

Third-party services

The services may connect with third-party services selected by Customer or enabled by Livy, including video, streaming, telephony, identity, storage, email, analytics, and AI services.

Third-party services are governed by their own terms and availability. Livy is not responsible for third-party outages, settings, moderation, data handling, or content, except to the extent an issue is directly caused by Livy's service.

Fees and payment

Customer will pay the fees stated in the applicable order form.

Unless the order form says otherwise, fees are invoiced annually in advance and due within 30 days after the invoice date. Late amounts may accrue interest at the lesser of 1.0% per month or the maximum amount allowed by law.

Customer is responsible for applicable taxes other than taxes based on Livy's net income.

If Customer is a public agency whose payment obligations are subject to lawful appropriation, Customer may terminate a future renewal period for nonappropriation by giving prompt written notice before that renewal period begins and paying all amounts due for services already provided.

Support and service levels

Livy will provide the support and any service-level commitments described in the applicable order form or service description.

Unless expressly stated in the order form or service description, Livy does not provide service credits, guaranteed response times, or formal uptime commitments. Any stated service-credit remedy is Customer's sole remedy for the applicable service-level failure.

Limited warranty

Livy warrants during the subscription term that the services will materially conform to the then-current documentation and service description when used as permitted under this Agreement.

Customer must notify Livy of any warranty issue with reasonable detail during the subscription term.

Livy's sole obligation, and Customer's exclusive remedy, for a proven warranty breach is for Livy to use commercially reasonable efforts to correct the issue. If Livy cannot do so within a reasonable time, either party may terminate the affected services and Livy will refund prepaid fees for the terminated portion of the unused term.

Disclaimers

Except for the express warranty above, the services, automated and AI-assisted features, their outputs, and third-party services are provided "as is" and "as available."

Livy disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, noninfringement, and any warranty arising from course of dealing, course of performance, or usage of trade.

Livy does not warrant that the services will be uninterrupted, error-free, or sufficient by themselves to satisfy any legal requirement applicable to Customer.

Livy indemnity

Livy will defend Customer against a third-party claim alleging that Customer's authorized use of the services infringes that third party's U.S. intellectual-property right, and Livy will pay amounts finally awarded or agreed in settlement.

Livy's obligation applies only if Customer promptly notifies Livy, gives reasonable cooperation, and allows Livy to control the defense and settlement.

Livy has no obligation to the extent the claim arises from Customer Data, Customer instructions, modifications not made by Livy, combinations with items not supplied by Livy, or use contrary to this Agreement.

If an infringement claim appears likely, Livy may modify the services, obtain replacement rights, or terminate the affected services and refund prepaid fees for the unused term.

Customer indemnity

Customer will defend Livy against a third-party claim arising from Customer Data, Customer instructions, Customer's publication or use of outputs or public materials, or Customer's use of the services in violation of law or this Agreement.

Customer's obligation applies only if Livy promptly notifies Customer, gives reasonable cooperation, and allows Customer to control the defense and settlement.

For public agencies, this section applies only to the extent permitted by applicable law.

Limitation of liability

To the fullest extent allowed by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or procurement of substitute services.

To the fullest extent allowed by law, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer under the applicable order form for the 12 months before the event giving rise to the claim.

The cap does not limit Customer's payment obligations or either party's liability for fraud, willful misconduct, gross negligence, or third-party claims covered by that party's indemnity obligations.

The parties may agree in an order form to a different cap or a super-cap for specific obligations, such as security, confidentiality, or intellectual-property indemnity.

Term, renewal, and termination

This Agreement begins on the effective date stated in the first order form and continues while any order form is in effect.

Each order form runs for the subscription term stated in that order form. Renewal terms apply only as stated in the order form.

Either party may terminate this Agreement or an affected order form for material breach if the other party does not cure the breach within 30 days after written notice.

Livy may suspend the services to address a material security risk, unlawful use, nonpayment, or threat to the services. Livy will use reasonable efforts to provide notice and restore access once the issue is resolved.

Data export and deletion

Customer may copy or print Customer Data through Livy's user interfaces during the subscription term, and may request a bulk export from Livy at any time.

After expiration or termination of an order form, Customer may request a bulk export of Customer Data for 60 days unless the order form states a different period. Livy will deliver requested exports in a standard machine-readable format within a reasonable period.

After the export window ends, Livy may delete Customer Data, except where retention is required by law or reasonably necessary for backup, security, audit, fraud prevention, or dispute-resolution purposes.

Retained data remains subject to this Agreement and the Data Processing Addendum.

Open-source components

The services may include open-source software components, which are governed by their applicable open-source licenses.

Use of Livy's hosted services, managed services, support, trademarks, proprietary features, and commercial access is governed by this Agreement.

Publicity

Livy may factually identify Customer as a Livy customer unless Customer opts out in writing or the order form says otherwise. Livy will not use Customer's logo, seal, or official marks in marketing materials without Customer's consent.

Assignment

Neither party may assign this Agreement without the other party's consent, except in connection with a merger, reorganization, change of control, or sale of substantially all business assets. Any attempted assignment in violation of this section is void.

Governing law

California law governs this Agreement, without regard to conflict-of-law rules, unless the order form or a public-agency addendum states otherwise.

Disputes relating to this Agreement may be brought in the state or federal courts located in California, unless the order form or a public-agency addendum states otherwise.

Entire agreement

This Agreement is the entire agreement between the parties about the services and supersedes prior or contemporaneous agreements on the same subject. Amendments must be in writing and signed or accepted by both parties.

Contact

Questions about this Agreement may be sent to support@livygov.com.