SaaSCo logo

SaaSCo Motus: Master Services Agreement Review & Rating

SaaSCo TermScout certified contract badge

Get Your Contract Certified to Build Trust and Close Deals Faster

Earn trust early, reduce negotiation friction, and accelerate deals withsmoother, faster approvals.

Get your Certification Score Now
Top 42% contract ranking
Contract
Ranking
Top 42%
Ranking

The vendor's agreements were benchmarked against thousands of vendor forms and are in the top 42% for customer favorability.

0
Deal Breakers

50% customer favorability, based on 750 plus contract signals powered by Certify.

50%
Balanced

Indicates balanced, low-risk terms favorable to the customer.

Verified

Top 42% IT contract. No structural blockers. Procurement-ready.

Risk Summary

A concise snapshot of key risks, their impact, and priority concerns.

Get your Certification Score
Topic
Rating
Details
Liability and Risk Allocation
90% Vendor Favorable

Insurance

Insurance requirements

  • SaaSCo is not required to carry any form of insurance

Summary

Liability cap

  • SaaSCo's liability is capped at 12 months' fees
  • There is no secondary cap on SaaSCo's liability
  • Customer's liability is capped at 12 months' fees
  • There is no secondary liability cap on Customer's liability

Exceptions to the liability cap

  • Claims related to gross negligence or recklessness are excluded from the cap on SaaSCo's liability
  • Claims related to fraud or willful misconduct are excluded from the cap on SaaSCo's liability
  • Claims related to payment obligations by Customer are excluded from the cap on Customer's liability
  • Claims related to violations of SaaSCo's IP rights are excluded from the cap on Customer's liability
  • Claims related to gross negligence and/or recklessness are excluded from the cap on Customer's liability
  • Claims related to fraud and/or willful misconduct are excluded from the cap on Customer's liability
  • Indemnification obligations relating to data are excluded from the cap on Customer's liability
  • Indemnification obligations relating to IP infringement are excluded from the cap on Customer's liability

Excluded damages

  • One or more forms of indirect damages are excluded from SaaSCo's liability
  • One or more forms of indirect damages are excluded from Customer's liability

Exceptions to excluded damages

  • There are no exceptions to the damages excluded from SaaSCo's liability
  • There are no exceptions to the damages excluded from Customer's liability

Timing of claims

  • Claims against SaaSCo must be brought by Customer in less than or equal to 18 months
  • Claims against Customer must be brought by SaaSCo in less than or equal to 18 months

Claims

  • SaaSCo indemnifies Customer for claims based on third-party IP infringement
  • Customer indemnifies SaaSCo for claims based on third-party IP infringement
  • Customer indemnifies SaaSCo for claims based on Customer's content, data, and/or materials
  • Customer indemnifies SaaSCo for certain claims that TermScout was unable to classify - see citation
  • Customer indemnifies SaaSCo for claims based on Customer's violation of limits on Customer's use of the service

Scope of obligations

  • Not all types of IP are covered by SaaSCo's IP indemnification
  • SaaSCo's IP indemnification covers copyright claims
  • SaaSCo's IP indemnification covers patent claims
  • SaaSCo's IP indemnification covers trade secret claims
  • SaaSCo's indemnification obligations are the exclusive remedy for indemnified claims
  • SaaSCo's indemnification includes the obligation to provide a defense
  • SaaSCo's indemnification does not include the obligation to hold harmless
  • Customer's IP indemnification covers all types of IP
  • Customer's indemnification obligations are limited to third-party claims
  • Customer's indemnification obligations are the exclusive remedy for indemnifiable claims
  • Customer's indemnification includes the obligation to provide a defense
  • Customer's indemnification does not include the obligation to hold harmless

Limitations, conditions, or exclusions

  • Obligations include conditions regarding Customer's cooperation or SaaSCo's control of the defense
  • Obligations include conditions regarding Customer's use of the services in breach of the contract
  • Obligations for intellectual property infringement only cover certain jurisdictions
  • SaaSCo's IP indemnity does not cover claims resulting from modifications, combinations, or use of an outdated version of the service
  • SaaSCo's indemnity obligations include conditions regarding settlements
  • There are time constraints on when Customer must notify SaaSCo of an indemnifiable claim
  • Obligations include conditions regarding SaaSCo's cooperation or SaaSCo's control of the defense
  • Customer's indemnity obligations include conditions regarding settlements
  • There are time constraints on when SaaSCo must notify Customer of an indemnifiable claim
  • Conditions or exclusions to Customer's indemnification obligations that TermScout was unable to classify - see citation

Warranties Offered

SLAs

  • SaaSCo does not offer an SLA regarding uptime
  • SaaSCo does not offer any other form of SLA

Other warranties

  • SaaSCo warrants that the services will meet specified standards of care or conduct

Implied warranties

  • SaaSCo disclaims some or all implied warranties
Data & Privacy
70% Vendor Favorable

Data Rights

Data provided by Customer

  • SaaSCo does not claim ownership of any data provided by Customer
  • SaaSCo does not receive usage rights in any data provided by Customer beyond what is necessary to improve or provide the services

Data Security

Subprocessor obligations

  • The contract does not list subprocessors
  • SaaSCo is required to ensure that subprocessors are bound by data or privacy requirements similar to those in this contract

Security commitments

  • SaaSCo does not commit to any data security standards or practices

Data breach notification policy

  • SaaSCo commits to notifying Customer of a security breach impacting Customer's data

Summary

Vendor's confidential information

  • Customer must provide some protection of SaaSCo's confidential information

Customer's confidential information

  • SaaSCo must provide some protection of Customer's confidential information
  • SaaSCo explicitly commits not to disclose Customer's confidential information, except as necessary to provide the services
  • SaaSCo explicitly commits not to use Customer's confidential information, except as necessary to provide the services

Mutuality

  • All commitments concerning confidential information are mutual

Residuals clause

  • There is no residuals clause

Warranties Offered

Compliance with documentation/specifications

  • SaaSCo does not warrant that the services will comply with documentation or specifications
Commercial & Payment Terms
60% Balanced Favoring Vendor

Payment Terms

Late payment penalties

  • There are penalties for late payments

Payments due

  • Customer has at least 30 days to pay

Vendor's expenses

  • SaaSCo reserves the right to bill Customer for one or more types of expenses incurred by SaaSCo
  • SaaSCo may only bill Customer for expenses associated with the collection of unpaid fees
  • SaaSCo is not required to receive preapproval or be in compliance with Customer's policies in order to bill for expenses
Term, Termination, & Control
70% Customer Favorable

Summary

Customer's termination rights

  • Customer has certain rights to terminate for cause

Refunds

  • Customer's termination rights include the right to a refund

Auto-renewal

  • The contract and/or any order under it does not auto-renew

Vendor's termination and suspension rights

  • SaaSCo does not receive the right to terminate the contract for convenience
  • Customer has between 11 and 30 days to cure a breach before SaaSCo can terminate for cause
  • SaaSCo may suspend Customer's access to the service for material breach of the contract
  • SaaSCo may suspend Customer's access to the service for payment-related issues
  • SaaSCo may suspend Customer's access to the service for violation of SaaSCo's policies and/or guidelines
  • SaaSCo may suspend Customer's access in order to prevent material harm
  • SaaSCo may suspend Customer's access to the service for reasons TermScout was unable to classify - see citation
IP & Ownership
60% Balanced Favoring Customer

Customer's IP

Licenses to Customer IP

  • SaaSCo does not receive a license to any customer IP that is broader than necessary to provide the services

Assignment of Customer IP or work product

  • Customer assigns some work product or other IP to SaaSCo
  • The only IP Customer assigns to SaaSCo is feedback or suggestions

Warranties Offered

Other warranties

  • SaaSCo provides warranties regarding its authority to enter into this contract and/or the validity of this contract
Restrictions & Controls
70% Customer Favorable

Summary

Non-compete

  • There are no restrictions on Customer's ability to compete as long as Customer doesn’t violate the agreement or use the services to compete

Non-solicit

  • There are no restrictions on Customer's right to solicit

Exclusivity

  • There are no restrictions on Customer's ability to procure similar products or services from other vendors

Vendor's assignment rights

  • SaaSCo is allowed to assign in the event of a merger or acquisition
  • SaaSCo is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting SaaSCo's ability to assign the contract
  • Consent requirements do not apply in the event of a merger or acquisition
  • Consent requirements do not apply in the event of a corporate reorganization
  • There are no notice requirements restricting SaaSCo's ability to assign the contract
  • There are no restrictions or conditions on SaaSCo's right to assign to a competitor of Customer

Customer's assignment rights

  • Customer is allowed to assign in the event of a merger or acquisition
  • Customer is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting Customer's ability to assign the contract
  • Consent requirements do not apply in the event of a merger or acquisition
  • Consent requirements do not apply in the event of a corporate reorganization
  • There are no notice requirements restricting Customer's ability to assign the contract
  • There are no restrictions or conditions on Customer's right to assign to a competitor of SaaSCo

Access the complete methodology and detailed breakdown by downloading the full report for in depth insights

Why this Matters

See value, risks, and position at a glance for better decisions.

A certified contract gives buyers an immediate signal that the agreement has already been independently reviewed against objective standards, so they do not need to start from a blank slate. That means procurement and legal can focus on any truly exceptional issues instead of re-litigating the whole paper, helping the vendor get to usage faster.

When a contract is benchmarked and certified as Balanced or Customer Favorable, buyers know the core terms are already aligned with market norms and defined fairness criteria. That reduces the instinct to redline broadly, because the agreement has already cleared a credibility threshold before negotiation begins.

Certification gives internal stakeholders a common, data-backed basis for approval, which lowers the time spent debating whether the contract is “acceptable”. In practice, that lets procurement, legal, and finance move from review mode to decision mode much faster.

A certified contract signals transparency: the vendor is willing to have its terms independently assessed and publicly displayed as fair, balanced, and market-aligned. That kind of external proof reduces suspicion about hidden risk and makes buyers more comfortable moving forward.

Because certification removes uncertainty early, buyers can spend less time negotiating standard terms and more time deciding whether the product is the right fit. TermScout positions this as a way to cut negotiation friction and accelerate time to signature, which directly shortens the overall deal cycle.

How TrustMark™ Works?

1

Data Extraction

Scans and converts legal text into structured data.

2

Objective Scoring

Clauses benchmarked against market data.

3

Deal Breakers

Risks and non-negotiables flagged early.

4

Benchmarking

Compares your contract to market standards.

5

Certification

Contract validated after meeting risk and score thresholds.

Based on 750 plus contract signals benchmarked against market data.

Certified Contract Reports, Explained

Verified™ contract reviews are reviews of contracts that have been carefully checked by contract experts. This review is designed to help users understand the rights and obligations associated with the Motus: Master Services Agreement ("MSA") for SaaSCo Operations, LLC. We looked at the issues found in 'Term Sheets' and did not look for any other issues.

For more information on TermScout's contract review process, visit our methodology page.

In order to qualify for Certification, a contract must meet the following criteria:

  • Achieve a TermScout rating of Balanced or Customer Favorable, and
  • Be free of all designated Deal Breaker clauses.

The difference between certified Balanced and certified Customer Favorable is the TermScout favorability rating achieved by the contract. Each of these criteria is more fully described below.

A contract is balanced when it allocates risks between the parties in a roughly equal manner, as determined by TermScout's two-step, data-driven analysis. First, we use our proprietary AI to abstract over 750 defined data points from each contract we analyze. Then, we use an algorithm to objectively score that data. Because TermScout looks at the exact same set of data points and uses the exact same scoring algorithm in every contract analysis we conduct, you can now compare contracts on an apples-to-apples basis. (You can read more about the data points that TermScout analyzes in every IT contract here.)

This enables us to objectively rate contracts at both the agreement level and by key topic area (e.g., limitations of liability, indemnification, warranties, etc.) and show you which contracts are vendor favorable, which are customer favorable, and which are balanced.

Not all risks are created equal. Even if a contract shifts only a single risk to the buyer, the contract still may not merit certification if that risk is material enough. Examples of these types of Deal Breakers include exclusivity, complete disclaimers of liability, etc. Accordingly, TermScout will not certify a contract if it contains any of the following Deal Breaker clauses,² which TermScout identified by reference to market data and input from prominent buy-side and sell-side legal experts from TermScout's Innovation Advisory Council:

This makes it nearly impossible for a customer to recover from a vendor, no matter what goes wrong - even if the vendor violates other provisions of the contract.

Signing non-competes means contractually promising not to engage in a certain line of business. This is something most businesses want to avoid where possible.

Agreeing not to solicit a vendor's employees, customers, or vendors sounds reasonable, but it places challenging burdens on the customer to ensure they comply.

Agreeing not to procure similar services from other companies can severely hinder a company's ability to do business.

Privacy laws require companies to follow strict rules with respect to how they handle certain types of data. This clause presents major risks to a company's ability to comply with such laws.

It's extremely rare for a customer to need to assign IP rights to an IT vendor. Doing so can materially jeopardize a company's rights in its own IP.

Since most IT services today are delivered "as a service", customers often upload wide varieties of information onto vendors' servers. Confidentiality commitments are expected by most customers.

The goal of TermScout's reports is to provide users with the data necessary to make an informed decision about whether they can accept the terms. The data provided in TermScout's reports includes:

  • Term Sheet: A full report of the key rights and obligations contained in the agreement.
  • Overall Ratings: TermScout's overall impression of the favorability of the contract vis a vis the parties. These ratings are algorithmic approximations of favorability that are based on market data and the subject views of contract experts with experience in the specific type of contract.
  • Rare Clause Radar: TermScout identifies and surfaces a list of the most rare and material clauses that favor your counterparty.
  • Playbooks: Playbooks are a way of programming into TermScout's software a specific set of acceptance criteria for a contract type. All accounts have access to sample Playbooks for select templates, and Pro accounts have the ability to build custom Playbooks.
  • Comparable Contracts: We'll show a list of contracts sorted by favorability ratings and allow for the comparison of similar contracts based on position, industry, and contract type.
  • Market Data: Any right or obligation in a contract can be compared to market data for similar contract types, including data from TermScout's Contract Market Database™ of thousands of public contracts and anonymized and aggregated data from hundreds of negotiated contracts.

Certified Contract Reports contain only a subset of the above data. To access all of the data available, create a free account here and search for the desired contract in Triage.

Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.

TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.

Key Assumptions

  1. Customer is an average "end user" of the service (i.e. not a partner, distributor, or developer).
  2. Customer is not a government entity.
  3. Customer is a US-based company and is using the service in the US.
  4. Customer is a paying user (i.e. not a user of free services).
  5. Customer is not using beta services.
  6. Unless otherwise noted, service-specific terms that may override or supersede the terms of the Agreement are not reviewed by TermScout.

We reviewed the MSA for SaaSCo and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Customer" means the party contracting with SaaSCo and "Vendor" means SaaSCo.

References herein to the "Agreement" are to the following documents:

TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.

No additional notes to customer for this report.

View a full breakdown of our contract certification deal breakers.

Frequently Asked Questions

Find quick answers to the most common questions about our platform, process, and agreements.

Contact Us

Enterprise buyers frequently challenge agreements that heavily limit vendor accountability despite the platform handling sensitive employee and workforce data. Friction increases when liability caps remain low relative to the operational and reputational impact of payroll errors, unauthorized disclosures, or system failures affecting HR processes. Procurement teams generally expect risk allocation structures to reflect the vendor’s role in managing business-critical personnel operations rather than relying on heavily vendor-favorable defaults.

Buyers typically compare liability frameworks against vendors with similar access to employee records, compensation data, and regulated workforce information. Agreements may appear out of market when vendors broadly disclaim responsibility for privacy incidents, compliance failures, or operational disruptions tied to core platform functionality. Benchmarking increasingly focuses on whether contractual accountability aligns with the sensitivity and operational dependence associated with the HR system being deployed.

Liability provisions in HR technology agreements frequently affect legal, compliance, HR operations, procurement, and security stakeholders simultaneously. Additional review is common when the contract creates uncertainty around breach remediation, employee-related claims, or operational recovery responsibilities following service failures. Buyers may escalate agreements if the proposed structure appears inconsistent with internal governance standards or creates disproportionate exposure relative to comparable enterprise vendor arrangements.

Agreements often attract heightened scrutiny when they combine broad vendor protections with narrow customer remedies, particularly in areas involving employee privacy, payroll operations, or workforce management continuity. Buyers also pay attention to whether exclusions carve out meaningful vendor accountability for confidentiality breaches or regulatory noncompliance. Contracts that rely heavily on disclaimers while minimizing operational remediation obligations may signal elevated governance and procurement risk during enterprise review.

Check If Your Contract Qualifies for Certification

See how your terms compare to market standards and uncover opportunities to build buyer trust and close deals faster.

Get your Certification Score Now