Master Services Agreement

Subject to and conditioned on Customer's compliance with this Agreement, Steerco grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for internal use by Authorized Users. The total number of Authorized Users is currently unlimited; however, Steerco reserves the right to limit access or allocate resources in its sole discretion, including for unreasonably-high or improper use.

Steerco grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(a) Steerco has and will retain sole control over the operation, provision, maintenance, and management of Steerco Materials.

(b) Customer has and will retain sole control over the Customer Systems, and sole responsibility for all access to and use of Steerco Materials by any Person through the Customer Systems or any other means controlled by Customer or any Authorized User.

Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Services, Steerco Materials, or Third-Party Materials. All right, title, and interest in and to the Services and Steerco Materials are and will remain with Steerco and the respective rights holders in Third-Party Materials.

Steerco reserves the right to make any changes to the Services and Steerco Materials that it deems necessary to maintain or enhance quality, competitive strength, cost efficiency, performance, or to comply with applicable Law. No requested changes will be effective unless memorialized in a written change order signed by both parties.

Steerco may from time to time engage third parties to perform Services (each, a "Subcontractor").

Steerco may suspend, terminate, or otherwise deny access to all or any part of the Services or Steerco Materials without incurring any resulting obligation or liability if: (a) required by judicial or governmental demand or order; or (b) Steerco believes in good faith that Customer has failed to comply with any material term of this Agreement, is involved in fraudulent or unlawful activities, or this Agreement expires or is terminated.

Steerco may monitor Customer's use of the Services and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics belong solely to Steerco. Steerco may make Aggregated Statistics publicly available in compliance with applicable law, provided such statistics do not identify Customer or Customer's Confidential Information.

Customer shall not, and shall not permit any other Person to, access or use the Services or Steerco Materials except as expressly permitted. Without limiting the foregoing, Customer shall not:

Customer shall provide all reasonable cooperation and assistance as Steerco may reasonably request to enable the Parties to exercise their rights and perform each's obligations under this Agreement.

Steerco is not responsible or liable for any delay or nonperformance caused in whole or in part by Customer's failure to perform or delay in performing any of its obligations under this Agreement.

If Customer becomes aware of any actual or potential activity prohibited by Section 3.1, Customer shall promptly: (a) take reasonable measures to stop the activity or mitigate its effects; and (b) notify Steerco of any such activity.

Steerco will use commercially reasonable efforts to make the Services Available at least ninety-nine percent (99%) of the time as measured over each calendar month during the Term ("Availability Requirement"), excluding unavailability resulting from: (a) acts or omissions by Customer; (b) Customer Nonperformance; (c) Customer's Internet connectivity; (d) Force Majeure Events; (e) failure or interruption of materials not supplied by Steerco; (f) Scheduled Downtime; or (g) suspension or termination pursuant to Section 2.7.

In the event of a Service Level Failure, Steerco shall issue a credit of three percent (3%) of monthly Fees for the affected Service Period, provided Customer reports the failure immediately and requests the credit in writing within seven days. Service Credits shall not exceed six percent (6%) of total Fees for any Service Period. This Section sets forth Steerco's sole obligation and Customer's sole remedy for any Service Level Failure.

Steerco will use commercially reasonable efforts to schedule routine maintenance between 10:00 p.m. and 2:00 a.m. Pacific Standard Time, and will provide at least seventy-two (72) hours prior notice of all scheduled outages.

The Services include standard customer support via the in-app feedback function or by contacting [email protected]. Support details are set forth in Exhibit A.

Customer may purchase enhanced support services including custom development and professional services. If purchased, enhanced support may include priority ticket response times, dedicated support email, product roadmap updates, and professional services.

Steerco will provide standard training covering platform administration, account and organization creation, platform settings, asset creation, integration management, and best practices. Training may be provided via recorded video, webcast, or otherwise at Steerco's sole discretion.

Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by Customer or any Authorized User; (c) the Customer Systems; (d) the security and use of Access Credentials; and (e) all access to and use of the Services directly or indirectly by or through the Customer Systems.

Customer shall employ all physical, administrative, and technical controls, screening, and security procedures necessary to: (a) securely administer the distribution and use of all Access Credentials; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

Customer shall pay Steerco the fees set forth in individually executed Order Forms, Statements of Work, or other Purchasing Agreements.

All Fees are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by any governmental or regulatory authority on amounts payable by Customer hereunder.

If Customer fails to make any payment when due, Customer shall reimburse Steerco for all reasonable costs incurred in collecting late payments, including attorneys' fees, court costs, and collection agency fees. If nonperformance continues for fifteen (15) days following written notice, Steerco may suspend performance of the Services until all past due amounts have been paid.

All amounts payable to Steerco shall be paid in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as required by applicable Law).

Steerco may increase Fees after the first contract year of the Term, including any Renewal Term, by providing notice to Customer at least ninety (90) calendar days prior to the commencement of that contract year.

"Confidential Information" means information in any form or medium that the Disclosing Party considers confidential or proprietary, including information relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing. All Steerco Materials and the financial terms of this Agreement are the Confidential Information of Steerco.

Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction prior to disclosure; (b) was or becomes generally known by the public other than by the Receiving Party's noncompliance; (c) was received on a non-confidential basis from a third party not under any obligation to maintain its confidentiality; or (d) was independently developed by the Receiving Party without reference to any Confidential Information.

For a period of five years (or for a trade secret, so long as such information remains a trade secret), the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations; (b) not disclose or permit access to Confidential Information other than to its Representatives who need to know such information; (c) safeguard the Confidential Information using at least the degree of care it uses to protect its own similarly sensitive information; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure.

If the Receiving Party is compelled by applicable Law to disclose any Confidential Information, it shall: (a) promptly notify the Disclosing Party so the Disclosing Party can seek a protective order; and (b) provide reasonable assistance in opposing such disclosure. If disclosure is ultimately required, the Receiving Party shall disclose only that portion legally required.

All right, title, and interest in and to Steerco Materials, including all Intellectual Property Rights therein, are and will remain with Steerco and, with respect to Third-Party Materials, the applicable third-party providers. Customer hereby unconditionally and irrevocably assigns to Steerco all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

As between Customer and Steerco, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, subject to the rights and permissions granted in Section 10.3.

Customer grants Steerco a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data as may be necessary for Steerco to provide the Services under this Agreement.

If Customer sends or transmits any communications suggesting or recommending changes to the Steerco IP, including new features or functionality ("Feedback"), Steerco is free to use such Feedback without any obligation or limitation. Customer hereby assigns to Steerco all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property contained in the Feedback.

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing; (b) it has the full right, power, and authority to enter into and perform its obligations; (c) the execution of this Agreement has been duly authorized; and (d) when executed, this Agreement will constitute the legal, valid, and binding obligation of such party.

Steerco represents, warrants, and covenants that Steerco will perform the Services using personnel of required skill, experience, and qualifications in a professional and workmanlike manner in accordance with generally recognized industry standards.

Customer represents, warrants, and covenants that Customer owns or otherwise has the necessary rights and consents in and relating to the Customer Data so that, as received by Steerco and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or any privacy or other rights of any third party.

Steerco shall indemnify, defend, and hold harmless Customer from and against any Losses incurred by Customer resulting from any third-party claim that Customer's use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement infringes or misappropriates such third party's US patents, copyrights, or trade secrets. This obligation does not apply to the extent that alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) use of Steerco Materials in combination with materials not provided by Steerco; (c) modifications to Steerco Materials other than by or on behalf of Steerco; or (d) failure to implement modifications made available by Steerco.

Customer shall indemnify, defend, and hold harmless Steerco and its Subcontractors, Affiliates, officers, directors, employees, agents, successors, and assigns from and against any Losses resulting from any third-party Action arising out of or related to: (a) Customer Data; (b) materials or information provided by Customer or any Authorized User; (c) Customer's breach of any of its representations, warranties, covenants, or obligations; or (d) negligence or willful misconduct by Customer or any Authorized User.

Each party shall promptly notify the other party in writing of any Action for which it believes it is entitled to indemnification. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee. The Indemnitee may participate in proceedings at its own cost. The Indemnitor shall not settle any Action without the Indemnitee's prior written consent, which shall not be unreasonably withheld.

If any Services or Steerco Materials are, or in Steerco's opinion are likely to be, claimed to infringe any third-party Intellectual Property Right, Steerco may at its sole discretion: (a) obtain the right for Customer to continue using the Services; (b) modify or replace the Services to make them non-infringing; or (c) terminate this Agreement with respect to the affected Services and refund a pro-rata percentage of unused prepaid Term.

The exclusions and limitations in Sections 13.1 and 13.2 do not apply to Steerco's gross negligence or willful misconduct.

(a) Steerco may terminate this Agreement on written notice if Customer: (i) fails to pay any amount when due and such nonperformance continues more than thirty (30) days after written notice; or (ii) breaches any obligations under Section 3.1, 7.1, or 9.

(b) Either party may terminate if the other party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) remains uncured thirty (30) days after written notice.

(c) Either party may terminate immediately upon written notice if the other party becomes insolvent, files for bankruptcy, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed.

(d) Steerco may terminate this Agreement for any reason with 180 days written notice.

Upon expiration or termination: (a) all rights, licenses, consents, and authorizations will immediately terminate; (b) Steerco shall cease use of Customer Data and, within sixty (60) days, return or destroy all such data; (c) Customer shall immediately cease all use of Services and Steerco Materials; (d) if Customer terminates for Steerco's material breach, Customer will be relieved of any obligation to pay Fees attributable to the period after termination and Steerco will refund a pro-rata percentage of pre-paid Fees.

The following Sections survive any expiration or termination of this Agreement: Sections 3.1, 9, 11.4, 12, 13, 14.2, 14.3, and 15.

On a party's reasonable request, the other party shall execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship.

Neither party shall issue any announcement, statement, press release, or other publicity relating to this Agreement without the prior written consent of the other party; provided that either party may include the other party's name and other indicia in its lists of current or former customers in promotional and marketing materials.

Notices to Steerco shall be sent to:

This Agreement, together with the Privacy Policy and the Terms of Service, constitutes the sole and entire agreement of the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement without Steerco's prior written consent. Any merger, consolidation, or reorganization involving Customer will be deemed a transfer requiring Steerco's consent. Any purported assignment in violation of this Section is void.

Neither party will be liable for nonperformance or delay caused by circumstances beyond such party's reasonable control, including acts of God, flood, fire, earthquake, explosion, war, government orders, embargoes, or shortage of power or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for thirty (30) days or more.

This Agreement is governed by and construed in accordance with the internal laws of the State of Arizona, without giving effect to any choice or conflict of law provision. Any legal action arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona located in the City of Phoenix, County of Maricopa.

In the event of any action arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

This Agreement may be executed in counterparts, each of which will be deemed an original. Execution by electronic signature (including click-through acceptance, purchase of platform, digital signature, or scanned copy) or electronic transmission will have the same legal effect as delivery of an original signed version.

Customer will have access to the following standard support channels: