Master Service Agreement

Uniteam EXP Inc. SaaS Service Agreement

This Master Service Agreement ("Agreement") is made between Uniteam EXP Inc., a Delaware corporation ("Company"), and the individual or entity placing an order for or accessing any services ("Customer"). The Agreement will be effective as of the later date of the signatures provided below (the "Effective Date").

1. Services

1.1 Provision of Services: Company will provide Customer with access to its employee engagement platform and related services, including a points-based rewards system, as specified in a separate order form agreed to by the parties (an “Order Form”). All Order Forms will incorporate and be subject to the terms and conditions of this Agreement. The parties may enter into additional Order Forms in connection with Customer’s use of the Services.

1.2 Support Services: Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

2. Restrictions and Responsibilities

2.1 Use Restrictions: Customer agrees not to:
 

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services.

• Modify, translate, or create derivative works based on the Services, except as expressly permitted by Company.

• Use the Services for timesharing or service bureau purposes or for the benefit of any third party.

• Remove proprietary notices or labels.

• Clone or build a competitive product using the Services.

• Interfere with the proper functioning of the Services.

• Bypass any measures Company uses to restrict access to the Services.

2.2 User Content: The Services include interactive features allowing users to post and transmit messages and other materials ("User Content"). Uniteam is not obligated to review User Content and assumes no responsibility for it. We may remove User Content at our discretion. By providing User Content, you grant Uniteam and its licensees the right to use, reproduce, modify, and distribute it for operating and improving the Services. You are responsible for the legality and accuracy of your User Content.

2.3 Compliance with Laws: Customer will use the Services in compliance with Company’s standard published policies and all applicable laws. Customer agrees to indemnify and hold Company harmless from any third-party claims arising from Customer’s use of the Services.

2.4 Equipment: Customer is responsible for obtaining and maintaining all equipment and ancillary services needed to access and use the Services, including hardware, servers, software, and networking.

3. Data Processing

3.1 Privacy Compliance: To the extent Company processes Personal Data under GDPR or CCPA, Company will comply with its privacy policy. If the Personal Data relates to individuals under GDPR, Company acts as a data processor; if under CCPA, Company acts as a service provider.

4. Indemnity

4.1 Company’s Indemnity: Company will hold Customer harmless from liability resulting from infringement claims related to the Services, provided Company is promptly notified of threats, claims, or proceedings and is given reasonable assistance and control over the defense and settlement. This indemnity does not apply to components not supplied by Company, those made to Customer specifications, modified by Customer, or used in a manner not in accordance with this Agreement.

5. Limitation of Liability

5.1 Limitation: Except for Company’s gross negligence, intentional misconduct, indemnification obligations, and breach of confidentiality, Company’s liability is limited to the fees paid by Customer for the Services in the twelve months prior to the liability event. This limitation includes all indirect, incidental, special, or consequential damages and matters beyond Company’s reasonable control.

6. Miscellaneous

6.1 Entire Agreement: This Agreement represents the entire understanding between the parties and supersedes all prior agreements. Any modifications must be in writing and signed by both parties.

6.2 Notices: Notices under this Agreement will be in writing and deemed delivered when received, if personally delivered; when receipt is electronically confirmed, if sent by facsimile or e-mail; the day after it is sent, if sent by overnight delivery; and upon receipt, if sent by certified mail.

6.3 Governing Law and Disputes: This Agreement is governed by the laws of the State of Delaware. Disputes will be subject to the exclusive jurisdiction of the state and federal courts in New Castle County, Delaware.

6.4 Assignment: Customer may not assign this Agreement without Company’s prior written consent. Company may assign its rights and obligations to an affiliate or in connection with a sale of its business.

6.5 Publicity: The parties will issue at least one mutually agreed-upon press release within thirty days of the Effective Date. Company may include Customer’s name and logo in marketing materials.

6.6 Third-Party Content and Services: Company is not responsible for third-party content or services accessed through the Services. Any third-party service relationship is between Customer and the third party.

6.7 Waivers and Modifications: No agency, partnership, joint venture, or employment is created by this Agreement. The prevailing party in any enforcement action is entitled to recover costs and attorneys’ fees.

6.8 Links: Uniteam is not responsible for external sites linked from our Site. We do not endorse or assume liability for content on linked sites.

6.9 Changes to this Master Agreement: Uniteam may revise this Agreement at any time. Changes are effective upon posting. Continued use of the Services constitutes acceptance of the revised terms.