MASTER SERVICES AGREEMENT

1. Introduction

This MASTER SERVICES AGREEMENT (MSA) governs your use of Abundance Labs, Inc. (JYVE) (Jyve or the Platform) Services and/or Platform at Jyve.com or related offerings. You agree to the terms of this MSA and will be referred to as you or Client in this MSA. The terms provided herein describe your rights and obligations in connection with use of Jyve and are to be read in conjunction with the Partnership Agreement (Agreement) executed between you and Abundance Labs, Inc. (JYVE) (Supplier), on or prior to the Effective Date of the Term. To the extent you do not agree with these terms, you may not use the Platform. You may not access the Platform if you are the Supplier’s direct competitor, except with Supplier’s prior written consent. Client and Supplier each shall be referred to as a Party, or collectively, the Parties.

2. Definitions

When used in this MSA, the following capitalized terms shall have the following meanings:

• Acceptance or Accepted means Client’s affirmative acceptance in writing of the Services and/or Deliverables, as applicable, as meeting all of the requirements of this MSA (including any applicable Agreement).
• Acceptance Criteria means compliance with the Specifications, including any specific criteria set forth in an applicable Agreement that must be satisfied for Client’s Acceptance of Services and/or Deliverables.
• Affiliate means, with respect to Supplier, any present or future parent or subsidiary of Supplier, any entity in which Supplier owns an equity interest of greater than fifty percent (50%), and means, with respect to Client, any present or future parent or subsidiary of Client, Incorporated or any entity in which Client, Incorporated owns an equity interest of greater than fifty percent (50%).
• Agreement Term means the term of an Agreement, which shall be set forth in such Agreement.
• Agreement means Partnership Agreement, a written, detailed description of the Services and Deliverables (as applicable) and each Party’s obligations, to be agreed upon by both Parties.
• Applicable Law(s) means any applicable statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of a Governmental Entity.

3. Services and Deliverables; MSA Structure

a. Services and Deliverables; Agreements

Supplier shall provide the Services and Deliverables identified in each Agreement issued pursuant to this MSA. This MSA, including any duly executed Agreement(s) agreed upon hereunder and any Purchase Order(s) issued thereunder are the sole and exclusive terms governing the purchase by Client from Supplier of the Services and Deliverables set forth in the applicable Agreement.

b. Issuance of Purchase Orders

If Client wishes to purchase Services or Deliverables pursuant to an Agreement, Client will issue a Purchase Order to the Supplier email address specified in the Vendor Business Profile.

c. Additional Unit Addendum

During the Term, any Client Affiliate may enter into an Additional Unit Addendum with Supplier. The terms and conditions of any Additional Unit Addendum shall incorporate the terms and conditions of this MSA, except to the extent minor modifications are necessary to comply with local law.

4. Price and Payment Terms

a. Payment Terms

Provided that Supplier has delivered to Client the Services in accordance with this MSA and the applicable MSA, Client shall pay all undisputed Fees within 30 days of receipt of an invoice setting forth such Fees.

b. Fees

All Fees are subject to increase for any reason, including changes in market conditions, increases in raw material, component, labor, or overhead costs.

c. Taxes

The Fees shall cover and include all sales and use taxes, duties, and charges of any kind imposed by any Applicable Law on amounts payable by Client under this MSA.

5. Delivery

a. Time of the Essence

Time is of the essence in Supplier’s performance under this MSA.

b. Electronic and Physical Delivery

Supplier shall deliver any electronic files or software included in the Deliverables in accordance with the Agreement.

6. Acceptance; Changes

a. Acceptance

The Parties will adhere to the process as described herein and in the Agreement for the Acceptance of all Services and Deliverables.

b. Changes

Client may request that changes be made to an Agreement at any time after its execution or issuance.

7. Representations and Warranties

a. Mutual Representations

Each party represents and warrants to the other party that it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization.

b. Limited Warranty

Supplier warrants that, during the Term, the Platform, when used as permitted by Supplier and in accordance with the Agreement, this MSA and the Documentation, will operate as described in the Documentation in all material respects.

8. Indemnification

a. Supplier’s Obligation to Indemnify

Supplier will defend at its expense any suit brought against Client and will pay any settlement Supplier makes or approves, or any damages finally awarded in such suit.

9. Limitation of Liability

In no event shall either Party be liable to the other Party for any consequential, indirect, incidental, punitive, special, or exemplary Damages of any kind.

10. General/Miscellaneous

a. Amendment

No amendment of this MSA will be valid or binding unless it is in writing and duly signed by an authorized representative of each Party.

b. Assignment

Neither Party may assign or transfer any rights or delegate any duties under this MSA without the other Party’s prior written consent.

c. Governing Law and Jurisdiction

This MSA will be governed exclusively by, and enforced in accordance with, the internal laws of the State of Delaware.

d. Notices

All notices pursuant to this MSA will be in writing and delivered either personally, by certified overnight delivery, by certified mail or by facsimile or email.