Master service agreement

This Master Service Agreement ("MSA") governs each Statement of Work ("SOW"), order form, or other ordering document that references it (each, an "SOW" as defined in Section 2). Together, this MSA and all active SOWs constitute the agreement between Incenify LLC ("Incenify") and the customer identified in the applicable SOW ("Customer"). In case of conflict, the order of precedence is: (1) the applicable SOW, (2) this MSA, and (3) any exhibits or addenda, except that a Data Processing Addendum will control solely with respect to the processing of Personal Data to the extent it expressly states otherwise. This MSA supersedes all prior agreements, proposals, or representations concerning its subject matter, whether written or oral.

"Services" means the Incenify SaaS platform and support described in an SOW. "Statement of Work" or "SOW" means any order form, statement of work, or other ordering document executed by the parties that references this MSA. "Customer Data" means all data, content, and materials submitted by Customer or its Authorized Users. "Documentation" means Incenify's standard published user guides. "Authorized Users" means Customer's employees, contractors, and channel partners granted access. "Subscription Term" means the period specified in the applicable SOW. "Effective Date" means the effective date of the first SOW executed by the parties that references this MSA.

Incenify grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes and in accordance with the Documentation. Usage limits, including limits on active users, API calls, or data storage, are specified in the SOW.

Customer may not: (a) reverse engineer or attempt to extract source code; (b) resell, sublicense, or provide bureau services; (c) use the Services to develop competing products; or (d) remove or alter proprietary notices.

Incenify will use commercially reasonable efforts to maintain platform availability of at least 99.5% per calendar month, excluding scheduled maintenance and force majeure events. "Downtime" means the Services are unavailable for more than five consecutive minutes. Support response times are specified in the SOW and generally follow: P1 (critical business impact) within 2 hours; P2 (major impact) within 8 business hours; and P3 (minor issues) within 2 business days.

Credits for SLA breaches, if any, are Customer's sole remedy for availability failures.

Customer is responsible for: (a) maintaining the security of its account credentials; (b) all activity by Authorized Users; (c) ensuring its use complies with applicable laws; (d) providing accurate registration and billing information; (e) configuring the platform to meet its compliance obligations; and (f) maintaining its own systems and network connectivity. Customer will promptly notify Incenify of unauthorized access or security incidents involving its account.

Fees are stated in the applicable SOW. Unless otherwise specified, subscription fees are billed monthly or annually in advance and are non-refundable. Professional services fees are billed upon completion or on milestones defined in the SOW. Payment is due within thirty (30) days of the invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law. Incenify may suspend access if payment is more than fifteen (15) days overdue.

All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, and withholding taxes except those based on Incenify's net income.

This MSA begins on the Effective Date and continues until all SOWs expire or terminate. Each SOW has an initial Subscription Term as specified therein and automatically renews for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Either party may terminate an SOW for material breach if the breach is not cured within thirty (30) days after written notice.

Incenify may immediately suspend or terminate access if Customer breaches usage restrictions, fails to pay undisputed fees, or poses a security risk. Upon termination, Customer must cease using the Services and all outstanding fees become immediately due.

Customer retains all ownership rights in Customer Data. Customer grants Incenify a limited license to host, copy, transmit, and process Customer Data solely to provide the Services. Incenify may use aggregated, de-identified data derived from Customer's use to improve the Services and for benchmarking, provided such data cannot reasonably identify Customer. Upon request made within thirty (30) days after termination, Incenify will make Customer Data available for export in CSV or JSON format.

After this period, Incenify may delete Customer Data in accordance with its standard data retention policies.

Incenify retains all ownership and intellectual property rights in the Services, Documentation, and any derivatives, enhancements, or modifications thereof, including those developed in connection with professional services. Customer retains all rights in Customer Data. Any feedback, suggestions, or ideas provided by Customer may be used by Incenify without restriction or compensation. If Customer commissions custom integrations or configurations, ownership will be specified in the applicable SOW.

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care. Confidential Information may be disclosed only to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as those in this MSA.

Confidential Information does not include information that: (a) is publicly available through no breach; (b) was rightfully known before disclosure; (c) is independently developed; or (d) is received from a third party without breach. Either party may disclose Confidential Information as required by law, with prior notice to the other party where legally permitted.

Incenify maintains commercially reasonable administrative and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Such safeguards include encryption of Customer Data in transit and at rest, authentication and role-based access controls, and restricted access to production systems, as applicable to the Services.

Incenify will notify Customer without unreasonable delay after confirming a security incident involving unauthorized access to Customer Data. Upon reasonable request, Incenify will provide a summary of its applicable security controls or respond to a reasonable vendor security questionnaire, subject to confidentiality obligations and the protection of security-sensitive information. Any additional security or compliance requirement must be expressly stated in the applicable SOW.

Customer remains responsible for configuring and using the Services to meet its own regulatory and compliance requirements.

To the extent Incenify processes Personal Data on Customer's behalf, the parties agree to the Data Processing Addendum ("DPA") available at incenify.com/legal/dpa, which is incorporated by reference. Customer is the controller or business, and Incenify is the processor, service provider, or contractor, as applicable under relevant data protection law.

Customer represents that it has obtained all necessary consents and provided all required notices for Incenify to process Personal Data as contemplated by the Services.

Incenify warrants that: (a) it will provide the Services in a professional and workmanlike manner consistent with industry standards; (b) the Services will materially conform to the Documentation; and (c) it has the right to grant the licenses provided in this MSA.

Customer's sole remedy for breach of warranty is for Incenify to re-perform the non-conforming Services or, if Incenify cannot substantially correct the breach within thirty (30) days, Customer may terminate the affected SOW and receive a pro-rata refund of prepaid, unused fees.

EXCEPT AS EXPRESSLY STATED IN SECTION 13, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. INCENIFY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INCENIFY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER IS RESPONSIBLE FOR ITS USE OF THE SERVICES AND ANY RESULTS OBTAINED.

Incenify will indemnify, defend, and hold Customer harmless from third-party claims that the Services infringe a U.S. patent, copyright, or trademark. Customer will indemnify Incenify from claims arising from: (a) Customer Data; (b) Customer's use of the Services in breach of this MSA; or (c) Customer's violation of applicable law. Each party's indemnity obligations are conditioned on: (i) prompt written notice of the claim; (ii) sole control of the defense and settlement; and (iii) reasonable cooperation.

If the Services are found to infringe, Incenify may: (a) obtain rights for Customer to continue use; (b) replace or modify the Services to be non-infringing; or (c) terminate the affected SOW and refund prepaid, unused fees.

EXCEPT FOR (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (B) EITHER PARTY'S BREACH OF CONFIDENTIALITY, (C) CUSTOMER'S PAYMENT OBLIGATIONS, OR (D) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY WILL EXCEED THE FEES PAID OR PAYABLE TO INCENIFY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THEIR POSSIBILITY.

Incenify may immediately suspend Customer's access if: (a) Customer's account is more than fifteen (15) days past due on undisputed amounts; (b) Customer's use poses a security risk or violates usage restrictions; (c) Customer is in material breach and fails to cure within five (5) days after notice; or (d) Incenify is required to do so by law or court order. Incenify will provide notice before suspension except where immediate suspension is necessary to prevent harm.

Incenify may update the Services to maintain security, fix bugs, improve performance, or add features, provided such changes do not materially reduce functionality. For material adverse changes, Incenify will provide thirty (30) days' notice. Incenify may increase subscription fees upon renewal by providing sixty (60) days' written notice. Fee increases during the initial Subscription Term are not permitted unless otherwise specified in the SOW.

Incenify may offer early access to beta, pilot, or experimental features ("Beta Features"). Beta Features are provided "AS IS" without warranty or SLA commitments and may be discontinued at any time. Customer's use of Beta Features is at its own risk and may be subject to additional terms presented at the time of access.

Incenify may use subprocessors and subcontractors to perform obligations under this MSA, provided they are bound by confidentiality and data protection obligations appropriate to the services they perform. A current list of subprocessors is available at incenify.com/security/subprocessors. Incenify will provide thirty (30) days' notice of new subprocessors, and Customer may object on reasonable data protection grounds within fifteen (15) days.

Customer will not access or use the Services in violation of U.S. export laws or regulations. Customer represents that it is not located in, or a national of, any country subject to U.S. embargo or designated as a "terrorist supporting" country, and is not on any U.S. government list of prohibited or restricted parties.

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, pandemics, government actions, internet or telecommunications failures, or third-party service disruptions. The affected party must promptly notify the other and use reasonable efforts to mitigate. If force majeure continues for more than thirty (30) consecutive days, either party may terminate the affected SOW without penalty.

Assignment. Neither party may assign this MSA without the other party's prior written consent, except to an affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all assets.

Governing Law. This MSA is governed by the laws of the State of Wyoming, USA, without regard to conflicts of law principles. Disputes will be resolved exclusively in the state and federal courts located in Wyoming. Each party consents to personal jurisdiction and venue therein.

Notices. All notices must be in writing and sent to the addresses in the SOW or to legal@incenify.com. Notices are effective upon receipt.

Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full effect. Waiver. Failure to enforce any right does not waive that right.

Entire Agreement. This MSA and all SOWs constitute the entire agreement and supersede all prior agreements concerning their subject matter. Amendments must be in writing and signed by both parties.

Independent Contractors. The parties are independent contractors. Nothing in this MSA creates a partnership, agency, fiduciary, or employment relationship.