Master Services Agreement

This Master Services Agreement ("MSA") is entered into between MiseCentral LLC, a Delaware limited liability company with its principal place of business at 8 The Green, Suite A, Dover, DE 19901 ("MiseCentral" or "Company"), and the legal entity identified on an applicable Order Form ("Customer"). MiseCentral and Customer are each a "Party" and together the "Parties."

Contact: legal@misecentral.com

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1. Agreement Structure

1.1. Components. This MSA, together with one or more Order Forms, Statements of Work, the Service Level Agreement, the Data Processing Addendum (where Personal Data is processed), and policies incorporated by reference (including the Billing Policy, Refund Policy, Renewal Policy, and Trial Terms, where applicable), constitute the binding "Agreement" between the Parties for enterprise and negotiated commercial relationships.

1.2. Conflict Priority. If there is a conflict among Agreement components, the following order of precedence applies (higher prevails): (a) Order Form (commercial terms only); (b) Statement of Work (Professional Services scope only); (c) this MSA; (d) Service Level Agreement; (e) Data Processing Addendum (Personal Data processing only); (f) incorporated policies.

1.3. Order Forms. Each Order Form executed or accepted by both Parties is incorporated into this MSA. An initial Order Form may be executed concurrently with this MSA.

1.4. Self-Serve Alternative. If Customer purchases Services through MiseCentral's online checkout without executing this MSA, the SaaS Subscription Agreement governs instead of this MSA, and no conflict between the two shall be interpreted to expand Customer obligations beyond the document actually accepted.

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2. Services and Access

2.1. Subscription Services. Subject to this Agreement and payment of applicable fees, MiseCentral grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for Customer's Authorized Users to access and use the Services described in the applicable Order Form and Documentation solely for Customer's internal business operations.

2.2. Professional Services. Implementation Services, training, advisory, or other Professional Services are provided only when expressly ordered under a Statement of Work or Order Form and governed by the Professional Services Terms and Implementation Services Terms, as applicable.

2.3. Documentation. Customer may use the Documentation solely in connection with permitted use of the Services.

2.4. Updates. MiseCentral may update the Services and Documentation from time to time. MiseCentral will not materially reduce core functionality of the subscribed plan during an active Subscription Term without providing a commercially reasonable alternative or remedy as stated in the Order Form or Renewal Policy.

2.5. Feature Availability. Certain features (including Marketplace, Connected Services, Company Brain depth, or enterprise governance modules) may be plan-dependent or separately ordered. Downgrade of plan or feature tier does not, by itself, authorize MiseCentral to delete Customer Data; data retention and export rights are governed by Section 6 and the Order Form.

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3. Customer Responsibilities

3.1. Account Administration. Customer is responsible for: (a) accuracy of account and billing information; (b) designating administrators; (c) managing Authorized Users, roles, and seat assignments; (d) maintaining credential confidentiality; and (e) all activity under Customer accounts except to the extent caused by MiseCentral's breach of this Agreement.

3.2. Seat Licensing. Customer's assigned Authorized Users plus pending invitations must not exceed licensed seats stated on the Order Form. Customer may purchase additional seats as provided in the Billing Policy.

3.3. Compliance. Customer is solely responsible for its business operations, hospitality workflows, food safety, quality, traceability, workforce, regulatory, and legal compliance in its facilities and jurisdictions. The Services and Operational Recommendations do not constitute legal, food-safety, or professional advice.

3.4. Connected Services and Devices. Customer controls integrations, API Clients, Service Accounts, Connected Services, and Connected Devices and is responsible for their configuration, approvals, and third-party terms.

3.5. Acceptable Use. Customer will not: (a) reverse engineer the Services except as permitted by law; (b) access the Services to build a competing product; (c) interfere with Service integrity or security; (d) submit unlawful content; (e) exceed licensed seats or circumvent access controls; or (f) use the Services in violation of applicable law.

3.6. Operational Decisions. Customer retains sole authority and responsibility for operational, safety, production, scheduling, inventory, and business decisions. Customer must validate Operational Recommendations before relying on them.

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4. Operational Intelligence and Advisory Outputs

4.1. Advisory Nature. Operational Intelligence, Work Intelligence, Company Brain, and Operational Recommendations are advisory tools that synthesize Customer Data and configured context. They may be probabilistic, incomplete, or incorrect.

4.2. No Autonomous Authority. MiseCentral does not autonomously execute binding operational, food-safety, quality, financial, or regulatory actions on Customer's behalf unless a specific feature is expressly documented as executing Customer-configured automation under Customer's rules.

4.3. Human Accountability. Customer must maintain qualified personnel and programs appropriate to its operations. Operational Evidence and audit history support accountability but do not replace Customer's judgment.

4.4. No Training on Customer Data Without Authorization. MiseCentral will not use Customer Data to train foundation models for the benefit of unrelated customers unless Customer provides documented authorization or the data is Aggregated Data that cannot reasonably identify Customer, as further described in the Agreement.

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5. Support Mode and Partner Support Mode

5.1. Support Mode. When Customer requests assistance, MiseCentral personnel may enter Support Mode: a temporary, ticket-bound, reason-coded, duration-limited, audited session within Customer's organization. Support Mode is not user impersonation. Customer administrators receive visibility consistent with platform configuration.

5.2. Partner Support Mode. Where Customer delegates administration to a Partner under an active Partner agreement, Partner personnel may use Partner Support Mode subject to the same non-impersonation and audit requirements and Customer's delegation settings.

5.3. Security. MiseCentral and Partners will comply with applicable MFA and access policies when accessing Customer environments.

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6. Customer Data and Privacy

6.1. Ownership. As between the Parties, Customer retains all right, title, and interest in Customer Data. No ownership transfer occurs through use of the Services.

6.2. License to MiseCentral. Customer grants MiseCentral a limited license to host, copy, transmit, display, and otherwise process Customer Data solely to provide, maintain, secure, support, and improve the Services, perform the Agreement, and comply with law.

6.3. Aggregated Data. MiseCentral may create and use Aggregated Data derived from Customer Data that does not identify Customer or any individual for analytics, benchmarking, and Service improvement.

6.4. Export and Migration. During an active Subscription and for the export period stated in the Order Form or Billing Policy after termination, Customer may export Customer Data using available tools. MiseCentral will provide reasonable migration and import assistance when ordered as Professional Services.

6.5. Deletion. Upon expiration of applicable retention periods following termination, MiseCentral will delete or de-identify Customer Data in accordance with the Data Processing Addendum and documented retention schedules, except as required by law or legitimate backup retention cycles that remain inaccessible in ordinary course.

6.6. Personal Data. Where MiseCentral processes Personal Data on Customer's behalf, the Data Processing Addendum applies and is incorporated by reference.

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7. Fees, Invoicing, and Taxes

7.1. Fees. Customer will pay fees stated on the Order Form and incorporated policies. Unless otherwise stated, fees are quoted in U.S. dollars.

7.2. Invoicing. Enterprise Customers may be invoiced per Order Form terms, including purchase order ("PO") references, net payment days, and billing contacts. Self-serve Customers are billed through the payment method on file.

7.3. Taxes. Fees exclude taxes. Customer is responsible for applicable sales, use, VAT, GST, or similar taxes excluding taxes based on MiseCentral's net income.

7.4. Late Payment. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. MiseCentral may suspend access after applicable grace periods as described in the Billing Policy; suspension for non-payment is not organization deletion.

7.5. No Surprise Billing. MiseCentral will present renewal, plan change, and seat change pricing before Customer confirms a chargeable action, consistent with the Billing Policy.

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8. Term and Termination

8.1. MSA Term. This MSA begins on the Effective Date of the first Order Form and continues until all Order Forms have expired or been terminated, unless earlier terminated as provided herein.

8.2. Subscription Term. Each Subscription Term is stated on the applicable Order Form and renews as provided in the Renewal Policy unless canceled.

8.3. Termination for Convenience. Either Party may terminate an Order Form for convenience as stated therein. Customer cancellation at period end stops renewal but does not immediately delete Customer's organization or Customer Data.

8.4. Termination for Cause. Either Party may terminate an affected Order Form for material breach if the breach is not cured within thirty (30) days after written notice, except where a shorter cure period is specified (including payment defaults subject to the Billing Policy grace framework).

8.5. Effect of Termination. Upon termination: (a) Subscription rights end at the effective termination time; (b) accrued fees become due; (c) Sections intended to survive will survive, including Sections 4, 6, 8.5, 9–14; and (d) Customer may export Customer Data during any applicable post-termination export window.

8.6. Organization Deletion. Deletion of a Customer organization and associated Customer Data is a separate, governed action initiated by Customer or under documented retention/deletion procedures, not the automatic result of cancellation at period end.

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9. Warranties and Disclaimers

9.1. Mutual Authority. Each Party represents that it has authority to enter into this Agreement.

9.2. Service Warranty. MiseCentral warrants that the Services will materially conform to the applicable Documentation during the Subscription Term. Customer's exclusive remedy for breach of this warranty is re-performance or termination of the affected Services with pro-rata refund of prepaid unused fees for the breached portion, if MiseCentral cannot cure within a reasonable period.

9.3. Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES, OPERATIONAL RECOMMENDATIONS, PROFESSIONAL SERVICES, AND DOCUMENTATION ARE PROVIDED "AS IS." MISECENTRAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MISECENTRAL DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT OPERATIONAL RECOMMENDATIONS WILL BE ACCURATE OR COMPLETE.

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10. Indemnification

10.1. By MiseCentral. MiseCentral will defend Customer against third-party claims alleging that the Services, when used as permitted, infringe a U.S. patent, copyright, or trademark, and will pay resulting finally awarded damages or approved settlements, provided Customer promptly notifies MiseCentral, allows control of defense, and cooperates. MiseCentral may modify the Services, procure rights, or terminate affected Services with pro-rata refund if infringement cannot be remedied. This Section does not apply to claims arising from Customer Data, combinations not supplied by MiseCentral, or use contrary to Documentation.

10.2. By Customer. Customer will defend MiseCentral against third-party claims arising from Customer Data, Customer's operations, or Customer's breach of Section 3, and will pay resulting finally awarded damages or approved settlements, subject to the same cooperation requirements.

10.3. Exclusive Remedy. Section 10.1 states MiseCentral's sole obligation and Customer's exclusive remedy for infringement claims covered therein.

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11. Limitation of Liability

11.1. Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY, EXCEPT TO THE EXTENT LIABILITY CANNOT BE EXCLUDED BY LAW.

11.2. Aggregate Cap. EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO MISECENTRAL UNDER THE AFFECTED ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3. Excluded Claims (Uncapped). The limitations in Sections 11.1 and 11.2 do not apply to: (a) Customer's payment obligations; (b) either Party's breach of confidentiality obligations regarding the other Party's Confidential Information (excluding Customer Data volume-based claims covered elsewhere); (c) either Party's indemnification obligations under Section 10; (d) fraud or willful misconduct; or (e) gross negligence.

11.4. Enterprise Super-Cap. An Order Form may specify an alternate aggregate liability cap or security/privacy super-cap for designated claims. Such negotiated cap applies only to the Order Form that states it.

11.5. SLA Remedy. Availability remedies are limited to service credits under the Service Level Agreement.

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12. Confidentiality

12.1. Definition. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or reasonably should be understood as confidential, excluding information that is public without breach, already known, independently developed, or rightfully received from a third party.

12.2. Obligations. The receiving Party will use Confidential Information only to perform the Agreement and protect it with at least reasonable care.

12.3. Compelled Disclosure. The receiving Party may disclose Confidential Information when required by law after giving reasonable notice where permitted.

12.4. Duration. Confidentiality obligations survive three (3) years after termination, except trade secrets survive as long as protected by law.

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13. General Provisions

13.1. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

13.2. Dispute Resolution. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes arising under this Agreement, and each Party waives objection to venue therein.

13.3. Assignment. Customer may not assign this Agreement without MiseCentral's prior written consent, except to a successor in connection with a merger or sale of substantially all assets, provided the successor assumes obligations. MiseCentral may assign to an affiliate or successor.

13.4. Force Majeure. Neither Party is liable for delay or failure due to events beyond reasonable control, excluding payment obligations.

13.5. Notices. Notices to MiseCentral: legal@misecentral.com and MiseCentral LLC, 8 The Green, Suite A, Dover, DE 19901. Notices to Customer: billing or administrator contacts on the Order Form.

13.6. Entire Agreement. The Agreement supersedes prior discussions regarding its subject matter. Amendments must be in writing signed by both Parties, except that MiseCentral may update incorporated policies as stated in those policies for non-enterprise self-serve relationships governed by the SaaS Subscription Agreement.

13.7. Severability. If a provision is unenforceable, the remainder remains in effect with the minimum modification needed.

13.8. No Third-Party Beneficiaries. There are no third-party beneficiaries except as expressly stated.

13.9. Export and Sanctions. Customer will comply with applicable export control and sanctions laws.

13.10. Counterparts and Electronic Signatures. Order Forms and SOWs may be executed electronically.

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Exhibit A — Incorporated Documents

The following documents are incorporated by reference when applicable:

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MiseCentral LLC 8 The Green, Suite A, Dover, DE 19901 legal@misecentral.com