Master Service Agreement

1. Definitions

As used in this Agreement:

• “Authorized User” means an employee or contractor of Customer who is authorized to access the Service under a purchased subscription seat.
• “Customer Data” means all data, content, and information submitted to the Service by Customer or its Authorized Users.
• “Documentation” means the user guides, help articles, and technical specifications Krauvix makes available at docs.krauvix.com.
• “Order Form” means a written or electronic order that incorporates this MSA and specifies the subscribed plan, number of seats, fees, and term.
• “Service” means the Krauvix AI-powered procurement ERP platform hosted at app.krauvix.com, including all modules and features described in Exhibit A.
• “Subscription Term” means the duration of the subscription as set forth in the Order Form, including any renewals.
• “Uptime” means the percentage of time the Service is available and operational, calculated monthly, excluding Scheduled Maintenance.

2. Subscription Services

2.1 SaaS Delivery

Krauvix provides the Service exclusively as a cloud-hosted, software-as-a-service offering. Krauvix does not offer on-premise installation, self-hosted deployment, or source code licensing.

2.2 Access Rights

Subject to the terms of this Agreement and timely payment of fees, Krauvix grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, solely for Customer's internal business operations, for the number of Authorized Users specified in the Order Form.

2.3 Restrictions

Customer may not:

• Sublicense, resell, or provide access to the Service to third parties
• Attempt to reverse engineer, decompile, or extract source code from the Service
• Use the Service to build a competing product or service, or to benchmark for publication without Krauvix's consent
• Remove or alter any proprietary notices or labels on the Service

2.4 Updates and Changes

Krauvix continuously improves the Service. Krauvix may add, modify, or remove features with reasonable notice. Material reductions in core functionality will be communicated with at least thirty (30) days' advance notice.

3. Implementation and Onboarding

3.1 Onboarding

Krauvix will provide standard onboarding resources including setup guides, video walkthroughs, and access to Krauvix's documentation portal. Enterprise customers receive dedicated onboarding support as described in Section 5.

3.2 Data Migration

Standard plans include self-service data import tools. Krauvix may offer paid professional services for complex data migrations under a separate Statement of Work.

3.3 Customer Responsibilities

Customer is responsible for:

• Designating an internal implementation point-of-contact
• Providing accurate data and timely responses to Krauvix's reasonable requests
• Ensuring Authorized Users complete required training before accessing the platform in production

4. Service Levels

4.1 Uptime Commitment

Krauvix commits to a monthly Uptime of 99.9% for the production Service. This target excludes:

• Scheduled Maintenance (communicated with at least 48 hours' notice)
• Emergency maintenance necessary to address security incidents
• Outages caused by Customer's actions or third-party dependencies
• Force majeure events

4.2 Service Credits

If Krauvix fails to meet the 99.9% Uptime commitment in a calendar month, Customer may request a service credit. Credits are calculated as:

• 99.0% – 99.9% Uptime: 5% of monthly fee credited
• 95.0% – 98.9% Uptime: 15% of monthly fee credited
• Below 95.0% Uptime: 25% of monthly fee credited

Credits must be requested within thirty (30) days of the outage and are applied to future invoices. Credits are Customer's sole remedy for Uptime failures.

4.3 Status Page

Krauvix maintains a public status page at status.krauvix.com. Customers are encouraged to subscribe to status notifications.

5. Support

5.1 All Plans — Email Support

All subscription plans include access to Krauvix's support team via support@krauvix.com, with target response times of one (1) business day for standard requests and four (4) hours for critical issues.

5.2 Pro and Business Plans — Priority Support

Pro and Business plan customers receive priority queue routing, target response times of two (2) hours for critical issues, and access to in-app live chat during business hours (9 AM – 6 PM ET, Monday–Friday).

5.3 Enterprise Plans — Dedicated Customer Success Manager

Enterprise customers receive:

• A named Customer Success Manager (CSM)
• Quarterly business reviews
• Priority escalation path to engineering for critical issues
• Advance notice of product changes and access to beta features

5.4 Support Scope

Support covers: (a) issues with Service availability and functionality; (b) guidance on using documented features; and (c) billing and account questions. Support does not include custom development, data entry, or consulting services.

6. Fees and Payment

6.1 Fees

Customer agrees to pay the fees set forth in the applicable Order Form. All fees are stated in U.S. dollars and are non-refundable except as expressly stated in this Agreement.

6.2 Payment Terms

Invoices are due net thirty (30) days from the invoice date. For monthly subscriptions, payment is due on or before the first day of each billing period. Late payments accrue interest at 1.5% per month (or the maximum permitted by law) from the due date.

6.3 Auto-Renewal

Subscriptions automatically renew for successive periods equal to the Subscription Term unless either Party provides written notice of non-renewal at least thirty (30) days before the renewal date.

6.4 Price Increases

Krauvix may increase subscription fees for renewals with at least sixty (60) days' prior written notice. If Customer does not cancel before the renewal, the new pricing applies.

6.5 Taxes

Fees are exclusive of all applicable sales, use, VAT, and similar taxes. Customer is responsible for all such taxes. Customer will provide Krauvix with applicable tax exemption certificates where relevant.

6.6 Suspension for Non-Payment

Krauvix may suspend access to the Service upon fifteen (15) days' written notice if any payment is thirty (30) or more days overdue, without liability to Customer.

7. Data Processing

Krauvix's obligations with respect to the processing of personal data are set forth in the Data Processing Agreement (“DPA”), attached as Exhibit B and incorporated herein by reference. In the event of any conflict between this MSA and the DPA with respect to personal data processing, the DPA controls.

Customer represents that it has the legal authority to provide Customer Data to Krauvix for processing as described in this Agreement and the DPA.

8. Intellectual Property Rights

8.1 Krauvix Platform

Krauvix retains all right, title, and interest in and to the Service, including all underlying software, AI models, algorithms, user interfaces, documentation, and improvements.

8.2 Customer Data

Customer retains all right, title, and interest in Customer Data. Customer grants Krauvix a limited license to process Customer Data as necessary to provide the Service.

8.3 Feedback

Customer may provide feedback, suggestions, or feature requests (“Feedback”). Customer grants Krauvix a royalty-free, perpetual license to use Feedback to improve the Service, without any obligation to Customer.

9. Warranties and Disclaimers

9.1 Krauvix Warranty

Krauvix warrants that: (a) the Service will perform materially in accordance with the Documentation; and (b) Krauvix will implement commercially reasonable security measures to protect Customer Data.

9.2 Customer Warranty

Customer warrants that: (a) it has the legal authority to enter into this Agreement; (b) it has obtained all necessary rights and consents to provide Customer Data to Krauvix; and (c) Customer's use of the Service will comply with all applicable laws.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” KRAUVIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KRAUVIX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

AI-generated outputs are for informational purposes only and do not constitute legal, financial, tax, or professional advice. Customer assumes all risk associated with relying on AI-generated content without independent verification.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO KRAUVIX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Exceptions

The limitations above do not apply to: (a) Customer's payment obligations; (b) a Party's indemnification obligations; (c) damages arising from a Party's gross negligence or willful misconduct; or (d) Krauvix's breach of its confidentiality obligations under the DPA.

11. Indemnification

11.1 By Krauvix

Krauvix will defend Customer against any third-party claim that the Service infringes a valid U.S. patent, copyright, or trademark, and will indemnify Customer for amounts finally awarded or settled. This obligation does not apply to infringement claims arising from Customer's modifications, combination with third-party products, or use outside the scope of the Documentation.

11.2 By Customer

Customer will defend Krauvix against any third-party claim arising from: (a) Customer Data; (b) Customer's violation of applicable law; or (c) Customer's use of the Service in breach of this Agreement.

11.3 Process

The indemnified Party must: (a) promptly notify the indemnifying Party of the claim; (b) grant the indemnifying Party sole control of the defense; and (c) provide reasonable cooperation. The indemnifying Party may not settle any claim that imposes obligations on the indemnified Party without prior written consent.

12. Term and Termination

12.1 Term

This Agreement is effective from the Effective Date of the first Order Form and continues until all Order Forms have expired or been terminated.

12.2 Termination for Cause

Either Party may terminate this Agreement or any Order Form for material breach if the breach remains uncured for thirty (30) days after written notice. Krauvix may terminate immediately for Customer's violation of Section 2.3 (Restrictions) or non-payment.

12.3 Effect of Termination

Upon expiration or termination of any Order Form:

• Customer's access to the Service terminates
• Krauvix will retain Customer Data for thirty (30) days for export, then delete it
• All accrued payment obligations remain due
• Sections 1, 7–11, and 13 survive termination

13. General Provisions

13.1 Entire Agreement

This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements.

13.2 Order of Precedence

In the event of a conflict, the order of precedence is: (1) Order Form; (2) DPA (for data processing matters); (3) this MSA.

13.3 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in effect.

13.4 Waiver

A Party's failure to enforce any provision does not constitute a waiver of that provision or any subsequent breach.

13.5 Assignment

Neither Party may assign this Agreement without the other's prior written consent, except that Krauvix may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation hereof is void.

13.6 Governing Law

This Agreement is governed by the laws of the State of Washington, without regard to conflict of law principles. Disputes shall be resolved in the state and federal courts located in Seattle, Washington.

13.7 Notices

Legal notices must be in writing and sent by email with confirmation to the addresses in the Order Form. Notices are effective upon confirmed receipt.

13.8 Force Majeure

Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, internet outages, or pandemic.

Exhibits