Business Services SuperApp

BUSINESS SERVICES SUPERAPP MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal place of business at ("Client"), and Service Provider Name: , with principal place of business at ("Provider").

RECITALS

WHEREAS, Client operates one or more businesses that require digital marketplace services, workflow automation, payment processing and customer engagement utilities (collectively, the "Client Services"); and

WHEREAS, Provider has developed and operates the Business Services SuperApp platform and possesses the technical expertise and personnel necessary to deliver software-as-a-service solutions, integrations and related professional services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide the services described in this Agreement.

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below (the "Services") in accordance with this Agreement and any Statement(s) of Work executed by the parties. The scope shall include platform access, configuration, integration with Client systems, user onboarding and reasonable training.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Provider fees in accordance with this section. All fees are exclusive of taxes which shall be the responsibility of the party required to collect or pay such taxes.

Late payments shall accrue interest and charges as set forth below.

3. TERM AND TERMINATION

This Agreement commences on the Term Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the Term End Date or until terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above after receiving written notice. Provider may suspend Services if Client fails to pay amounts when due and shall not be liable for such suspension.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement; and (c) exercise at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own, but no less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Either party may disclose Confidential Information to the extent required by law, provided the disclosing party gives prompt notice and cooperates to seek protective measures.

5. INTELLECTUAL PROPERTY; LICENSES

Provider retains all right, title and interest in and to the SuperApp platform, software, methodologies and improvements (the "Platform IP"). Subject to Client's timely payment, Provider grants Client a non-exclusive, non-transferable, revocable license to use the Platform solely for Client's internal business operations as set forth in this Agreement. Client retains all right, title and interest in Client data and materials provided to Provider ("Client Materials"). Provider may use aggregated, anonymized usage data for product development provided it does not identify Client.

6. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Provider's aggregate liability for claims arising out of this Agreement shall not exceed the fees paid by Client under the applicable Statement of Work in the twelve (12) months preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any Statements of Work, exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition or sale of substantially all assets. If any provision is held unenforceable, the remainder shall remain in full force and effect. Notices shall be in writing to the addresses set forth above or to such other address as a party designates in writing.

SIGNATURES

The parties, by signing below, acknowledge that they have read and understood this Agreement, that they are authorized to bind the respective parties, and that this Agreement becomes effective as of the Effective Date set forth above.

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