Master Services Agreement

This Master Services Agreement ("Agreement") governs access to and use of the Motif Software LLC. DBA HelmDocs platform and services by the organization or individual ("Customer") accepting it electronically or through an Order Form. By accepting this Agreement, Customer agrees to be bound by its terms as of the date of acceptance (the "Effective Date").

1. Services

1.1 License to Use. Subject to the terms of this Agreement and the applicable Order, HelmDocs grants Customer a worldwide, non-exclusive, non-transferable right to access and use the Services during the Term, solely for Customer's internal business purposes. Customer's Users may access the Services on Customer's behalf within the scope of this license.

1.2 Acceptable Use. Customer's access to and use of the Services is subject to the terms of this Agreement, any applicable Order, and HelmDocs' Acceptable Use Policy. Customer will not, and will not permit Users to: (a) resell, sublicense, or otherwise make the Services available to third parties as a standalone offering; (b) share login credentials across multiple individuals; (c) use the Services to build a competing product or service; or (d) use the Services in any way that violates applicable law. Customer is responsible for its Users' compliance with this Agreement and must notify HelmDocs within 48 hours of discovering any unauthorized access to or use of the Services.

1.3 API Access. HelmDocs may make an API or developer tools available for use with the Services. Unless Customer has entered into a separate developer agreement with HelmDocs, Customer may not use the API to access accounts or data it does not own or control.

1.4 Free Trials and Beta Access. HelmDocs may offer access to the Services on a trial or early access basis. Trial access is provided solely for Customer's internal evaluation purposes and is subject to time limits as set by HelmDocs. Free trials and early access features are provided "AS IS" and "AS AVAILABLE" without any warranty, indemnification, or uptime commitment. HELMDOCS' LIABILITY FOR FREE TRIAL USE DOES NOT EXCEED US $50. Use of any early access or beta features is governed by HelmDocs' Beta Terms.

1.5 Third-Party Integrations. The Services may support integrations with third-party products. HelmDocs makes no representations about the compatibility or ongoing availability of such integrations and may discontinue them at any time. Third-party products are governed by their own terms and are not covered by this Agreement.

2. Customer Content and Data

2.1 Processing Customer Content. Customer retains all rights in its Customer Content. Customer grants HelmDocs a limited, worldwide license to access, use, reproduce, and process Customer Content solely as necessary to: (i) provide and maintain the Services; (ii) comply with applicable law; (iii) respond to Customer requests; or (iv) prevent or address technical issues or Agreement violations. HelmDocs may also collect and use aggregated, de-identified data derived from use of the Services ("Usage Data") to operate, improve, and develop the platform. Usage Data does not include personally identifiable information.

2.2 Security. HelmDocs maintains an information security program with physical, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Services and Customer Content. These safeguards are described in HelmDocs' Security Practices, available on our website. HelmDocs may update the Security Practices from time to time, provided that updates do not materially reduce the overall level of protection.

2.3 Subprocessors. HelmDocs may engage third-party subprocessors to assist in delivering the Services. Subprocessors are subject to confidentiality and data security obligations at least as protective as those in this Agreement. A current list of subprocessors is available on the HelmDocs website.

3. Intellectual Property

3.1 HelmDocs IP. HelmDocs owns all right, title, and interest in and to the Services, platform, documentation, and all underlying technology, models, and improvements. Nothing in this Agreement transfers any ownership of HelmDocs' intellectual property to Customer.

3.2 Customer IP. Customer owns all right, title, and interest in and to Customer Content. Nothing in this Agreement transfers any ownership of Customer Content to HelmDocs beyond the limited license described in Section 2.1.

3.3 Feedback. If Customer or its Users submit feedback, feature requests, or suggestions to HelmDocs, Customer grants HelmDocs a royalty-free, irrevocable, perpetual, worldwide license to use and incorporate that feedback into the Services without any compensation obligation. Feedback is provided as-is without warranty of any kind.

4. Confidentiality

4.1 Confidential Information. "Confidential Information" means any non-public, proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is identified as confidential or that, by its nature, would reasonably be understood to be confidential. HelmDocs' Confidential Information includes the Services, pricing, and the terms of this Agreement. Customer's Confidential Information includes Customer Content.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's information; (d) is received from a third party without restriction; or (e) is approved for release in writing by the Disclosing Party.

4.2 Obligations. The Receiving Party will: (a) use Confidential Information only as needed to fulfill its obligations under this Agreement; (b) not disclose Confidential Information to third parties except as permitted herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care. The Receiving Party will promptly notify the Disclosing Party upon discovering any unauthorized use or disclosure of Confidential Information.

4.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who need to know it to fulfill obligations under this Agreement, provided those individuals are bound by obligations at least as protective as those in this Section. Disclosure may also be made as required by law, provided the Receiving Party gives prior written notice to the Disclosing Party where legally permitted and limits the disclosure to what is required.

4.4 Return or Deletion. Upon written request from the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information in its possession and certify such destruction in writing. The Receiving Party may retain copies required by law or stored in routine system backups, subject to ongoing confidentiality obligations.

4.5 Remedies. The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages are insufficient, and that the Disclosing Party is entitled to seek injunctive or other equitable relief without the need to post bond.

5. Fees and Payment

5.1 Fees. Customer agrees to pay the fees set forth in the applicable Order. Unless explicitly agreed otherwise in writing, all Orders are non-cancelable and all fees are non-refundable for the duration of the Term.

5.2 Overages. If Customer exceeds the usage limits specified in its Order (including seat counts or volume-based units), HelmDocs may invoice Customer for the overage on a monthly basis at the per-unit rate specified in the Order. If no rate is specified, HelmDocs' then-current published rates apply. Removing users from a subscription does not reduce fees already committed under an Order.

5.3 Payment Terms. All invoices are due in USD upon receipt, or within fourteen (14) days for invoices exceeding $2,500 USD. HelmDocs accepts wire transfer, ACH, credit card, or check (for amounts over $5,000 USD). Late payments accrue interest at 1.5% per month, plus reasonable collection costs.

5.4 Pricing Changes. HelmDocs may increase pricing for Renewal Terms by providing Customer with written notice before the start of the Renewal Term. Monthly plan customers will not receive advance notice; their plans auto-renew at HelmDocs' then-published rates.

5.5 Taxes. Fees do not include applicable sales, use, VAT, or similar taxes. Customer is responsible for all such taxes, except for taxes on HelmDocs' income.

5.6 Resellers. Customers purchasing through an authorized HelmDocs reseller are subject to the reseller's payment terms. This Agreement governs the Services themselves; the reseller relationship does not modify or supersede this Agreement.

5.7 Fee Disputes. Customer must submit written notice of any disputed invoice within thirty (30) days of the invoice date, including a specific description of the dispute. Undisputed amounts remain due. HelmDocs will investigate and resolve disputes in good faith; resolved amounts are due within twenty (20) days of resolution.

6. Representations and Warranties

6.1 Mutual. Each party represents and warrants that it has the authority to enter into this Agreement, and that its performance under this Agreement will comply with applicable laws.

6.2 No Legal Advice. The Services are a documentation and collaboration platform and do not provide legal, financial, or compliance advice. Customers should consult qualified professionals for any questions related to their legal or regulatory obligations.

6.3 Service Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." HELMDOCS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. HELMDOCS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

7. Limitation of Liability

7.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 Exceptions. The limitations in this Section 7 do not apply to: (a) a party's infringement or misappropriation of the other party's intellectual property; or (b) HelmDocs' right to collect fees owed under this Agreement.

8. Indemnification

8.1 By Customer. Customer will indemnify, defend, and hold harmless HelmDocs and its affiliates, officers, employees, and agents from and against any third-party claims arising from: (a) Customer's breach of this Agreement; (b) Customer's use of the Services in violation of applicable law; or (c) Customer Content. This indemnification covers all associated costs, damages finally awarded, and reasonable legal fees.

8.2 By HelmDocs. HelmDocs will defend Customer against any third-party claim alleging that Customer's authorized use of the Services infringes a third party's intellectual property rights, and will pay any resulting damages or settlement amounts. This obligation does not apply where the claim arises from: (a) Customer Content; (b) Customer's use of the Services in combination with third-party products not provided by HelmDocs; (c) modifications to the Services made at Customer's direction; or (d) use in breach of this Agreement.

8.3 Process. The indemnified party must: (a) promptly notify the indemnifying party in writing upon becoming aware of a claim; (b) give the indemnifying party sole control over the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in its own defense at its own cost.

8.4 Remedies for Infringement. If a final injunction prevents Customer from using all or part of the Services due to an infringement claim, HelmDocs may, at its option: (a) obtain the rights for Customer to continue use; (b) modify the Services to be non-infringing; or (c) terminate the affected Order with a pro-rata refund of prepaid fees. These remedies are Customer's sole and exclusive remedy for intellectual property infringement by HelmDocs.

9. Term and Termination

9.1 Term. This Agreement remains in effect for as long as any Order is active. Unless an Order specifies otherwise or a party provides written non-renewal notice at least thirty (30) days before the end of the then-current Term, subscriptions automatically renew for successive one (1) year terms at the pricing described in Section 5.4.

9.2 Termination for Cause. Either party may terminate this Agreement or an Order with written notice if the other party materially breaches the Agreement and fails to cure within thirty (30) days of receiving notice. Either party may also terminate immediately if the other becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed.

9.3 Effect of Termination. Upon termination, all active Services and Orders terminate. Customer remains liable for all fees accrued through the end of the Term. Sections 2.1, 3, 4, 5, 7, 8, 9.4, 9.5, and 10 survive termination.

9.4 Data Retrieval. Customer may export its Customer Content at any time while the Agreement is in effect. Following termination, HelmDocs will make Customer Content available for retrieval for sixty (60) days. After that period, HelmDocs may permanently delete Customer Content without further obligation.

9.5 Suspension. HelmDocs may suspend Customer's access to the Services upon notice if: (a) Customer's payment is overdue by more than fifteen (15) days; (b) Customer's use poses a security or legal risk to the platform or other customers; or (c) continued provision of the Services is prohibited by law.

10. General Provisions

10.1 Entire Agreement. This Agreement, together with any Orders, the DPA, and any incorporated policies, constitutes the entire agreement between the parties regarding the Services and supersedes all prior negotiations, representations, and agreements. It may only be modified in a signed writing by both parties. Customer purchase orders and vendor registration forms have no legal effect on this Agreement.

10.2 Notices. Legal notices must be in writing. Notices to Customer will be sent to the billing email on file. Notices to HelmDocs must be sent to [email protected]. Notices are effective upon email delivery, personal delivery, or one business day after delivery by overnight courier.

10.3 Publicity. HelmDocs may identify Customer as a customer on its website and in marketing materials, using Customer's name and logo, unless Customer requests otherwise in writing.

10.4 Insurance. HelmDocs maintains commercially reasonable commercial general liability, errors and omissions, cyber liability, and workers compensation insurance coverage.

10.5 Governing Law. Governed by the laws of the State of New Hampshire, USA; exclusive jurisdiction in New Hampshire courts.

The UN Convention on Contracts for the International Sale of Goods does not apply.

10.6 Assignment. Either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, without the other party's consent, provided the assignee agrees to be bound by this Agreement. Otherwise, neither party may assign without prior written consent. Any purported assignment in violation of this Section is void.

10.7 Export Compliance. Each party will comply with applicable export control laws. Customer may not use or permit use of the Services in violation of any applicable trade embargo or export restriction, or on behalf of any individual or entity on a U.S. government restricted party list.

10.8 Severability and Waiver. If any provision of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. Failure to enforce any provision does not constitute a waiver of the right to enforce it later.

10.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

10.10 Force Majeure. Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemic, or infrastructure failures. If such an event prevents a party from performing for more than three (3) consecutive months, the other party may terminate the affected Orders upon written notice.

10.11 Updates to this Agreement. HelmDocs may update this Agreement from time to time by posting a revised version on its website. Customer's continued use of the Services following the update constitutes acceptance, unless Customer submits written objection within five (5) days of the update being posted, in which case the update takes effect at the start of the next Renewal Term.

11. Definitions

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party (defined as more than 50% ownership or voting control).

• "Customer Content" means any documents, data, files, images, text, or other materials uploaded or submitted to the Services by Customer or its Users.

• "Documentation" means usage guides, help articles, and release notes made available by HelmDocs on its website or within the platform.

• "Order" means an executed order form, online purchase, or similar document that specifies the Services, fees, and Term.

• "Services" means the HelmDocs SaaS platform and any associated products, features, or professional services made available to Customer under this Agreement.

• "Term" means the period of authorized access and use specified in an Order.

• "User" means any employee, contractor, or agent authorized by Customer to access the Services on Customer's behalf.