Think of the MSA as the framework for our entire relationship. While individual setups, such as the amount you pay a specific contractor, live in separate Statements of Work (SOWs) or Order Forms, the MSA sets the ground rules for compliance, payments, and liabilities.
Here is how the agreement works and what it means for your business.
1. The Core Services We Provide
The MSA covers three distinct ways you can use Rise to scale and pay your team. Depending on your business needs, you might use one or all of these:
Direct Contractor Payment Services: You source, hire, and manage your own independent contractors. You use Rise Pay solely as a secure platform to review invoices and process their payments.
Agent of Record (AOR) Services: You request that Rise act as the compliance agent for your independent contractors. We help handle onboarding tasks like tax forms and compliance checks, and secure intellectual property assignments on your behalf.
Employer of Record (EOR) & Payroll Services: Rise becomes the legal employer of your workforce in regions where you don't have a local entity. We handle legal employment, local payroll, taxes, and statutory benefits, while you handle their day-to-day management.
2. Key Responsibilities: Who Handles What?
A successful partnership relies on a clear division of labor. Under the MSA, responsibilities are split transparently:
Your Responsibilities
Vetting & Selection: You are entirely responsible for interviewing, selecting, and verifying the background, skills, and professional licenses of any contractor or employee you bring onto the platform.
Day-to-Day Management: Whether they are a Direct Contractor, an AOR Contractor, or an EOR Employee, you maintain sole control over their daily tasks, management, and work product.
Funding Payments: You must fully fund contractor payments and employee wages/taxes on time. Rise cannot distribute funds to your team until we receive them from you.
Rise's Responsibilities
Platform & Processing: We provide and maintain the Rise Pay platform to facilitate onboarding, invoice collection, and smooth global payments.
Tax Reporting: Where applicable, Rise handles annual tax reporting (such as issuing 1099-NEC, 1099-K, or W-2 forms in the United States) based on the specific service tier you use.
IP Protection (for AOR): We ensure AOR contractors sign invention assignment clauses, transferring the intellectual property rights of the work they do for you directly to your company.
3. Subscription Terms & Billing
Subscription Fees: Your Rise Subscription Fee gives you access to the platform (Rise Seats). These fees are based on the services you purchase rather than how much you use them, and they are non-refundable.
Automatic Renewal: Your subscription automatically renews at the end of its term for an equal duration. If you decide not to renew, simply give us a written notice at least 30 days before your current term ends.
Add-ons: If you add new services or seats mid-term, they will align with your existing subscription cycle (coterminous).
4. How Termination Works
We value long-term partnerships, but we keep our exit terms straightforward if things change:
Convenience: Either you or Rise can terminate the agreement at any time for any reason by providing 30 days' written notice.
For Cause (Breach): If either party breaches a material part of the contract, the other party can terminate it if the issue isn't fixed within 30 days of written notice. Termination is immediate in the case of insolvency or bankruptcy.
Safety & Fraud: Rise reserves the right to immediately suspend or terminate accounts if we suspect fraud, illegal activities, or non-payment of subscription fees for two consecutive months.
Post-Termination: Ending the agreement does not wipe away the scoreboard—any outstanding platform fees or worker invoices must still be paid in full.
5. Important Legal Frameworks
To protect both parties, the MSA includes several standard legal protections:
Employment Classification Guardrails: For Direct Contractors, Rise acts purely as a third-party payment processor. The MSA outlines that Rise is not the employer or joint employer of your direct contractors.
Indemnification: You agree to protect and defend Rise against third-party claims arising from your business operations, including worker misclassification claims for direct contractors, IP infringement on deliverables, or local labor law violations resulting from your management decisions.
Limitation of Liability: Except for your obligation to pay your team and platform fees, both parties agree to cap total liability at the total amount of fees received by Rise in the 12 months leading up to any incident. Consequential or indirect damages are excluded.
Governing Law: The agreement is governed by the laws of the State of Ohio, and any formal legal disputes are handled exclusively in courts located in Cleveland, Ohio.
Still have questions? This article is a high-level summary to help you navigate our platform guidelines. For the exact legal terms, please review the complete Master Services Agreement document on your Document tab.