Master Services Agreement

Document version: 1.0 · Effective: June 10, 2026

Prospectr Marketing Inc (DBA Prospectr Digital), a Minnesota corporation founded in 2006. Address: 3508 W 22nd St, Minneapolis, MN 55416, USA. Phone: (612) 294-8715. Email: legal@prospectrdigital.com.
Download the full Master Services Agreement (v1.0, PDF).

This Master Services Agreement (this “MSA”) is between Prospectr Marketing Inc (DBA Prospectr Digital), a Minnesota corporation with offices at 3508 W 22nd St, Minneapolis, MN 55416 (“Prospectr”), and the customer identified on the first Order Form executed under this MSA (“Customer”). Each may be referred to as a “Party” and together as the “Parties.”

This MSA establishes the master commercial framework under which Customer may purchase one or more Sovereign deployments and/or Steward subscriptions from Prospectr from time to time, each on the commercial terms of an Order Form referencing this MSA.

1. Incorporation of standard policies

The following Prospectr policies are incorporated into this MSA by reference and form part of it:

• Terms of Service (ToS)
• Acceptable Use Policy (AUP)
• Privacy Policy
• Data Processing Agreement (DPA)

1.1. Order of precedence

In the event of a conflict, the order of precedence is: (1) the DPA, (2) the applicable Order Form, (3) this MSA, (4) the AUP, (5) the Privacy Policy, and (6) the ToS.

2. Order Forms

Prospectr will provide the services described in each Order Form executed under this MSA. An Order Form is a written or electronic document signed by both Parties referencing this MSA and specifying the services, fees, term, and scope for a particular engagement.

2.1. Two product lines

• Sovereign (own-it tier) — Customer-hosted deployment of the agent runtime in Customer’s AWS, GCP, or Azure account. One-time deployment fee plus monthly retainer per Order Form.
• Steward (managed tier) — Prospectr-hosted managed skills library, multi-tenant SaaS. Monthly subscription tiers, plus optional Enterprise SLA add-on and custom skill development. LLM tokens and infrastructure pass through at Prospectr’s wholesale agency rate.

6. Intellectual property

6.1. Prospectr owns the platform

Prospectr retains all right, title, and interest in and to the Services, the agent runtime, the skills library, the Documentation, the Prospectr marks, and any modifications, derivatives, or improvements (including those suggested or contributed by Customer, subject to Section 6.4 (Feedback)).

6.1a. Custom skills; Prospectr’s right to reuse

Ownership. Skills, prompts, prompt chains, integrations, workflows, and agent configuration developed by Prospectr for Customer’s deployment (“Custom Skills”) — whether billed as custom skill development, included in a deployment, or delivered under a Statement of Work — are part of the Platform. Intellectual property in the Custom Skill architecture, logic, prompts, and code remains with Prospectr. Custom Skills are not Customer Data, Inputs, or Outputs under Section 6.2, and no work-made-for-hire, joint-ownership, or assignment of Custom Skills to Customer arises under this MSA or any Order Form unless Prospectr expressly agrees in a signed writing that identifies the specific skill and states that ownership transfers.

License to Customer. Customer receives a non-exclusive, non-transferable, perpetual, irrevocable license to use the Custom Skills as configured inside Customer’s own deployed agent for Customer’s internal business purposes. Customer may not resell, sublicense, repackage, or use Custom Skills to build a competing product or training program.

Prospectr’s reuse right. Prospectr may generalize, abstract, templatize, and reuse Custom Skills — and incorporate them into the broader Sovereign and Steward skill libraries — and may license, deploy, and sell the resulting skills to any other customer, including customers in Customer’s industry, vertical, or geographic market, provided that Prospectr does not disclose Customer’s Confidential Information or Customer Data and does not reuse Customer-specific data, credentials, customer lists, pricing, or identifying business details. Nothing in this MSA, any Order Form, or Section 5 (Confidentiality) restricts Prospectr from developing, deploying, or selling similar or identical skills, services, or agents to any third party. This MSA grants Customer no exclusivity and imposes no non-compete, territory, vertical, or industry restriction on Prospectr.

6.2. Customer owns Customer Data, Inputs, and Outputs

As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data, Inputs, and Outputs. Customer grants Prospectr a non-exclusive, worldwide, royalty-free license to host, process, transmit, copy, display, and modify Customer Data, Inputs, and Outputs solely as necessary to provide and improve the Services, comply with law, and respond to support requests.

6.3. No-training pledge; derivative training data

Prospectr will not, and will not permit any Third-Party Provider to, use Customer Inputs or Outputs to train any generative AI model used to provide the Services or any other product, without Customer’s express, opt-in written consent.

Customer-exclusive ownership of derivative training data. Customer retains exclusive ownership of all derivative training data arising from Customer Inputs and Outputs. Prospectr does not receive a license to fine-tune or train on Customer Inputs or Outputs absent Customer’s express, opt-in written consent.

Prospectr may use de-identified, aggregated data derived from the Services to operate, secure, and improve the Platform, provided such data does not identify Customer or Customer’s end users. Customer may opt out of this aggregated-data use by sending written notice to legal@prospectrdigital.com at no additional fee. This carve-out does not permit sale of aggregated data to third parties.

6.4. Feedback

Customer may, but is not required to, provide feedback, suggestions, or recommendations to Prospectr. Prospectr may use feedback for any purpose, including improving the Services, without obligation or compensation to Customer.

6.5. License grant to Customer

Subject to this MSA and the applicable Order Form, Prospectr grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term solely for Customer’s internal business purposes, and, in the case of Sovereign, to install and run the licensed software in Customer’s own cloud account in accordance with the Documentation.

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Full agreement. This page summarizes the principal terms. The complete executed-form agreement — including Term and Renewal, Fees and Payment, Confidentiality, Warranties, Indemnification, Insurance, Limitation of Liability, Termination, Dispute Resolution, and the Order Form template (Exhibit A) — is in the PDF: Master Services Agreement v1.0 (PDF).

Questions: legal@prospectrdigital.com. Related: Sovereign Purchase & Engagement Agreement · Terms of Service · DPA · AUP · Privacy Policy.