MASTER SERVICE AGREEMENT
Last Updated: October 4, 2025
This Master Service Agreement (this "Agreement") is entered into by and between Headshot Pro Photography Pte. Ltd., operating as HeadshotPro ("HeadshotPro," "we," "us," or "our"), and the customer identified in an applicable Order Form ("Customer"). This Agreement governs Customer’s access to and use of HeadshotPro’s AI headshot generation services, websites, and applications (collectively, the "Service").
This Agreement incorporates by reference HeadshotPro’s publicly posted Terms of Service, Privacy Policy, Security Policy, and Sub-processor Disclosures (collectively, the "Policies"). In the event of a conflict, the following order of precedence applies: (1) the Order Form; (2) this Agreement; (3) the Policies (provided that the Privacy Policy and Security Policy control with respect to privacy and security notices).
1. Definitions
"AI Headshots" means images generated by the Service from Customer’s uploaded photos and prompts.
"Customer Content" means photos, prompts, and other content or materials uploaded to or processed by the Service on behalf of Customer.
"Order Form" means a mutually executed document or electronically accepted ordering interface specifying the Service tier(s), quantities, pricing, term, and any additional terms.
"Confidential Information" has the meaning set forth in Section 9.
2. Service; Access; Accounts
(a) Provision of Service. HeadshotPro will make the Service available to Customer in accordance with this Agreement and the Policies. HeadshotPro may make non-material modifications or improvements from time to time.
(b) Access Controls; SSO. The Service supports passwordless Magic-Link authentication for end users (no password required). For designated administrators, multi-factor authentication is enforced via one-time codes sent to admin email(s). Customer administrators may revoke user access at any time. SAML/SCIM and third-party identity-provider integrations are not currently provided.
(c) Customer Responsibilities. Customer is responsible for: (i) the accuracy, quality, and lawful use of Customer Content; (ii) configuring allowed email domains and administrator recipients; and (iii) the acts and omissions of users under Customer’s accounts.
3. Ownership; Use of Data
(a) Outputs. Subject to Customer’s compliance with this Agreement, HeadshotPro hereby assigns to Customer any right, title, and interest HeadshotPro may have in and to AI Headshots generated from Customer Content.
(b) No Model Training by Default. Neither Customer Content nor AI Headshots will be used to train or retrain HeadshotPro’s or any third party’s generative models without Customer’s explicit opt-in consent.
(c) Operational Use Only. HeadshotPro may process Customer Content and AI Headshots solely to provide, maintain, secure, and support the Service, and to comply with law and the Policies.
4. Data Protection; Security; Deletion
(a) Security. HeadshotPro maintains administrative, technical, and organizational measures as described in the Security Policy (including encryption in transit and at rest) and operates a SOC 2 Type II program for relevant processes.
(b) Privacy & Sub-processors (Changelog Notice). Processing is described in the Privacy Policy and the Sub-processor Disclosures (together, the "Sub-processor List"). Customer consents to HeadshotPro’s use of the Sub-processors identified on the Sub-processor List. HeadshotPro may add or replace Sub-processors and will promptly update the Sub-processor List and record such change in HeadshotPro’s public Changelog (the "Changelog"). The Changelog is the sole method of notice for Sub-processor changes; no individualized email notice will be provided, and Customer is responsible for monitoring the Changelog. If Customer reasonably objects in writing within fifteen (15) days after a change is posted to the Changelog on documented privacy or security grounds, the parties will confer in good faith. If unresolved within thirty (30) days, Customer may terminate the affected Service upon written notice and receive a pro-rata refund of prepaid, unused fees for the terminated portion. Emergency changes required for availability, security, or legal compliance may be implemented immediately and posted to the Changelog promptly thereafter.
(c) Retention & Deletion. Input photos are automatically deleted thirty (30) days after gallery generation by default. Customer may request earlier deletion at any time.
(d) Security Incident Notice. HeadshotPro will notify Customer without undue delay and in any event within seventy-two (72) hours after confirming a Security Incident affecting Customer Personal Data. Such notice will include, to the extent then known, a description of the incident, categories of data affected, and remedial measures taken or proposed. HeadshotPro will provide reasonable cooperation and updates as information becomes available.
5. Service Levels; Credits
(a) Uptime Commitment. HeadshotPro will use commercially reasonable efforts to achieve 99.9% Monthly Uptime Percentage for the core Service (excluding Maintenance Windows and SLA Exclusions set forth below).
(b) Service Credits. If Monthly Uptime Percentage falls below 99.9% in a calendar month, Customer may request a credit applied to Customer’s account balance for that month, as follows:
| Monthly Uptime | Credit |
|---|---|
| 99.0%–99.89% | 5% of monthly fees (or equivalent credits) |
| 95.0%–98.99% | 10% of monthly fees (or equivalent credits) |
| <95.0% | 25% of monthly fees (or equivalent credits) |
Claim Process. To receive a credit, Customer must email billing or support within thirty (30) days after month-end, include reasonable supporting details (timestamps, affected org/workspace), and be in good standing on invoices. Credits are Customer’s sole and exclusive remedy for uptime issues under this Agreement.
(c) Maintenance Windows. Scheduled maintenance (on reasonable prior notice via status or changelog) and emergency maintenance are excluded; HeadshotPro endeavors to schedule during low-usage hours.
(d) SLA Exclusions. Downtime resulting from Customer systems or networks, third-party networks outside HeadshotPro’s reasonable control, denial-of-service attacks, force majeure, misuse, or use contrary to documentation is excluded.
6. Support
Standard support is provided via email or chat during business hours. Any priority or enhanced support offering will be specified in the applicable Order Form.
7. Acceptable Use
Customer and its users must comply with the Terms of Service, including prohibitions on unlawful content, infringement, harassment, or attempts to circumvent security or rate limits.
8. Fees; Taxes; Invoicing
Fees, billing frequency, credits packages, and payment terms are set forth in the Order Form. Unless expressly stated otherwise, fees are non-cancellable and exclusive of taxes, which are Customer’s responsibility.
9. Confidentiality
Each party (the "Receiving Party") will protect the other party’s Confidential Information using measures at least as protective as those it uses for its own similar information (and no less than reasonable care) and will use such information solely to perform under this Agreement. Confidential Information excludes information that is or becomes public through no fault of the Receiving Party, was rightfully known or received from a third party without duty of confidentiality, or is independently developed without use of the disclosing party’s confidential information.
10. Warranties; Disclaimers; Exclusive Remedies
(a) By HeadshotPro. HeadshotPro warrants that it will provide the Service in a professional and workmanlike manner and maintain the safeguards described in the Security Policy.
(b) Disclaimers. Except as expressly provided in Section 10(a), the Service and AI Headshots are provided "as is" and "as available," and HeadshotPro disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or error-free or uninterrupted operation.
(c) Warranty Remedy. If the Service materially fails to conform to this Agreement and Customer provides reasonably detailed notice, HeadshotPro will use commercially reasonable efforts to cure the non-conformity within thirty (30) days. If not cured within that period, Customer may terminate the affected Service and receive a pro-rata refund of prepaid, unused fees for the terminated portion. This Section 10(c) states Customer’s sole and exclusive remedy for breach of the warranty in Section 10(a).
11. Indemnification
(a) By HeadshotPro. HeadshotPro will defend and indemnify Customer against third-party claims alleging that the Service, as provided by HeadshotPro and used by Customer in accordance with this Agreement, directly infringes a third party’s intellectual property rights, and will pay finally awarded damages and approved settlements. HeadshotPro’s obligations do not apply to claims arising from: (i) Customer Content; (ii) combinations with items not provided by HeadshotPro; or (iii) use of the Service not in accordance with this Agreement or documentation.
(b) By Customer. Customer will defend and indemnify HeadshotPro against claims arising from Customer Content or Customer’s unlawful use of the Service.
(c) Conditions. The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and grant sole control of the defense and settlement (provided any settlement unconditionally releases the indemnified party and imposes no admission or affirmative obligation).
12. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO HEADSHOTPRO UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. SERVICE CREDITS ARE NOT “DAMAGES.” The foregoing limitations do not apply to the parties’ indemnification obligations or a breach of Section 9 (Confidentiality).
13. Term; Termination; Data Return
This Agreement commences on the Effective Date and continues for so long as any Order Form remains in effect. Either party may terminate this Agreement or an affected Order Form for material breach not cured within thirty (30) days after written notice. Upon termination or expiry, Customer retains its AI Headshots; HeadshotPro will delete Customer Content in accordance with Section 4(c). Upon termination or expiry, and upon Customer’s written request within thirty (30) days, HeadshotPro will provide a one-time export of AI Headshots and reasonably available related metadata in a commonly used, machine-readable format.
14. Publicity
HeadshotPro will not use Customer’s name or logo in public-facing marketing materials without Customer’s prior written consent.
15. General
Governing Law; Venue. This Agreement is governed by the laws of Singapore (or, if so designated in the Order Form, the State of New York, USA). The parties submit to the exclusive jurisdiction of the courts located in the corresponding forum.
Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.
Notices. Legal notices must be sent to the addresses set forth in the Order Form (with a copy to legal@headshotpro.com). Notices are deemed given upon receipt.
Entire Agreement. This Agreement, the applicable Order Form(s), and the Policies constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject matter. No waiver or modification is effective unless in writing and signed by both parties (or, for Order Forms, accepted through the designated electronic process).
Signatures
| HeadshotPro | Client |
|---|---|
| Authorized Signature | Authorized Signature |
| Name: Danny Postma | Name: __________________ |
| Title: CEO | Title: __________________ |
| Date: 01-05-2025 | Date: __________________ |
Questions? — support@headshotpro.com