Master Services Agreement

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with (i) the Services and (ii) reasonable support services, each in accordance with the terms hereof. As part of the registration process, Customer will identify the administrative username(s) and password(s) for Customer's Company account(s). Company reserves the right to refuse registration of or cancel passwords it deems to be inappropriate or insecure.

1.2 Company will exercise its commercially reasonable efforts to provide Customer with ongoing support in accordance with the following service commitments:

(a) Support Availability: Company will provide support during normal business hours, Monday through Friday, excluding Company holidays.

(b) Support Channels: Support inquiries may be submitted via email to support@blueberries.app. Meetings may be scheduled if needed for resolution or clarification.

(c) Response Times: Company will use commercially reasonable efforts to respond to support requests within seventy-two (72) hours of receipt.

(d) Service Availability: Company will use reasonable efforts to maintain reliable access to the Services and minimize unplanned outages or interruptions.

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (including but not limited to terms and conditions of use and one or more privacy policies) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer represents and warrants that it has obtained all necessary rights, notices, consents, and authorizations required under applicable law to monitor, record, process, and disclose to Company any emails, chats, meeting recordings, call recordings, transcripts, calendar data, or other employee communications or data processed in connection with the Services. Customer shall remain solely responsible for compliance with all applicable employment, privacy, monitoring, recording, artificial intelligence, and data protection laws. Company acts solely as a service provider, processor, or equivalent role under applicable law, processing Customer Data exclusively on Customer's documented instructions. Company does not determine the purposes or means of Customer's monitoring activities and assumes no responsibility for Customer's compliance with applicable employment, labor, privacy, surveillance, recording, artificial intelligence, or data protection laws.

2.4 Customer acknowledges that successful implementation and onboarding of the Services requires active and timely cooperation. Accordingly, Customer shall make available, on a reasonable and as-needed basis, qualified personnel - including but not limited to members of its information technology department, data governance team, financial team and any other relevant stakeholders - who possess the requisite knowledge, authority, and access to facilitate integration of the Services with Customer's systems, infrastructure, and data sources. Customer shall ensure that such personnel are available to the Company during normal business hours to provide necessary information, access, and assistance, including participation in planning sessions, technical configuration, testing, and ongoing data validation. Any delays caused by Customer's failure to provide such cooperation may extend the Implementation Phase schedule and shall not be deemed a breach by Company.

2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, hardware, servers, software, operating systems, networking, screens and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account(s), password(s) (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

2.6 Customer Monitoring and Compliance Responsibilities. Customer acknowledges and agrees that Company does not direct, control, initiate, or determine Customer's monitoring, recording, collection, analysis, or use of employee, contractor, or third-party communications or data. Customer alone determines whether, when, and how such monitoring or data collection occurs. Customer represents and warrants that it has provided all legally required notices, obtained all required consents and authorizations (where applicable), satisfied any applicable works council, labor union, employee representative, or collective bargaining obligations, and otherwise complies with all applicable employment, labor, privacy, surveillance, wiretapping, recording, artificial intelligence, biometric, cybersecurity, and data protection laws, regulations, and governmental guidance in each jurisdiction in which the Services are used. Customer further represents and warrants that it has the legal authority to connect third-party platforms, including but not limited to email systems, messaging platforms, collaboration tools, calendars, telephony systems, document management systems, and cloud applications, and to authorize Company to access, process, and analyze such data solely for the purpose of providing the Services. Company processes Customer Data solely on Customer's documented instructions and acts exclusively as a service provider, processor, or equivalent role under applicable law. Company does not independently verify the legality of Customer's data collection, monitoring practices, or legal basis for processing and shall have no responsibility or liability for Customer's compliance with applicable laws. Customer shall defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, contractors, successors, and assigns from and against any and all claims, complaints, investigations, regulatory inquiries, enforcement actions, fines, penalties, damages, judgments, settlements, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's monitoring, recording, collection, or analysis of communications or personal data; (ii) Customer's failure to provide legally required notice or obtain legally required consent or authorization; (iii) Customer's violation of any employment, labor, privacy, artificial intelligence, surveillance, recording, wiretapping, cybersecurity, or data protection law; (iv) any allegation that Customer lacked authority to provide Company access to Customer Data or third-party systems; or (v) Customer's instructions regarding the processing of Customer Data.

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer is limited to non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing. Customer hereby grants Company a limited license to use Customer's logo and name for branding and marketing purposes, including displays on Company's website.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4.1 Phased Fee Structure. The Services are delivered in two distinct phases: (i) an initial Implementation Phase (the "Implementation Phase") and (ii) a Subscription Phase (the "Subscription Phase") lasting the remainder of the Term. The fees associated with each phase are set forth in the Pricing Exhibits (Exhibit A and Exhibit B).

(a) Implementation Phase Fees. During the Implementation Phase, Customer shall proceed as described in the Pricing Exhibits (Exhibit A and Exhibit B). If fees apply they will be invoiced monthly in advance and are due within thirty (30) days of the invoice date. In the event of termination during the Implementation Phase in accordance with Section 5, Customer shall remain responsible only for fees accrued through the end of the then-current billing month, with no early termination penalties.

(b) Subscription Phase Fees. Upon completion of the Implementation Phase, the Agreement shall automatically transition to the Subscription Phase. During the Subscription Phase, Customer shall pay subscription fees as described in the Pricing Exhibits (Exhibit A and Exhibit B), monthly in advance, based on Customer's election. Except as otherwise expressly provided in this Agreement, all subscription fees are non-cancellable and non-refundable.

4.2 Company utilizes Stripe as the payment processor for all transactions. The services provided by Stripe to Customer are subject to the Stripe Services Agreement, as currently in effect from time to time. Customer agrees to pay all fees and charges associated with the use of Stripe's services and comply with the terms as outlined in the Stripe Services Agreement. Full payment for services will be auto debited through Stripe automated payment processing services. Customer agrees to the terms of the auto debit and understands that the payments will be automatically deducted for the prior month usage of Services. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.

5.1 Implementation Phase Termination. Customer may terminate this Agreement for convenience at any time during the Implementation Phase by providing written notice to Company. Such termination shall be effective at the end of the then-current month, and Customer shall have no further payment obligations beyond fees accrued for such month. No termination penalties shall apply during the Implementation Phase.

5.2 Subscription Phase Termination. Customer may terminate this Agreement for convenience at any time during the Subscription Phase by providing written notice to Company. Such termination shall be effective at the end of the then-current month, and Customer shall have no further payment obligations beyond fees accrued for such month. No termination penalties shall apply during the Subscription Phase.

5.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party (i) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof, or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY ORDER FORM, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS SUPPLIERS (INCLUDING WITHOUT LIMITATION ALL EQUIPMENT, INFRASTRUCTURE, AND TECHNOLOGY PROVIDERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR:

A. ANY LOSS, DESTRUCTION, UNAUTHORIZED DISCLOSURE, ALTERATION, OR CORRUPTION OF DATA OR CONTENT, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY SECURITY INCIDENT OR UNAUTHORIZED ACCESS TO CUSTOMER DATA, EXCEPT TO THE EXTENT CAUSED BY COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;

B. ANY INTERRUPTION OR FAILURE OF SERVICES, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;

C. ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES;

D. ANY DAMAGES ARISING FROM OR RELATING TO EVENTS OR CIRCUMSTANCES BEYOND COMPANY'S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION INTERNET OR HOSTING OUTAGES, DENIAL-OF-SERVICE ATTACKS, OR FORCE MAJEURE EVENTS; OR

E. ANY DAMAGES IN EXCESS OF THE TOTAL FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR BODILY INJURY OR DEATH CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created because of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.