Master Service Agreement

1. Parties and Agreement

This Master Service Agreement ("Agreement") is entered into between Resolve ("Provider") and the integration company that executes an Order Form or activates a subscription referencing this Agreement ("Client"). Together, Provider and Client are the "Parties."

This Agreement governs Client's access to and use of the Resolve platform, including the administrative dashboard, mobile application white-labeling, AI support services, and associated APIs (collectively, the "Platform"). By activating a subscription, Client agrees to be bound by this Agreement and the incorporated Data Processing Agreement.

2. Platform Services

Subject to the terms of this Agreement and timely payment of fees, Provider grants Client a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term for Client's internal business purposes, which include deploying the Platform to Client's authorized end users ("End Users").

The Platform includes:

• A white-labeled mobile application for End User AI support (text chat and photo uploads)
• An administrative dashboard for company management, device configuration, and document uploads
• AI-powered troubleshooting and escalation services
• Live device monitoring integrations (where applicable)
• Standard support via email during business hours

Provider reserves the right to modify or discontinue features with reasonable notice. Provider will not materially reduce core functionality during an active subscription term without offering a pro-rated refund for the affected period.

Provider Authority: Provider retains full and sole authority over the Platform, including but not limited to: (a) modifying, updating, or discontinuing any feature, interface, or functionality at any time; (b) suspending or terminating any Client account or End User account at Provider's sole discretion, including for abuse, misuse, violation of these terms, non-payment, or any other reason Provider deems appropriate; (c) setting, adjusting, and structuring all pricing, fees, and commercial terms; and (d) establishing and enforcing policies, rate limits, usage restrictions, and acceptable use standards. The Platform is a technology tool and service provided by Provider — Client uses the Platform at its own discretion and assumes full responsibility for its use of the Platform and all outcomes resulting therefrom.

Service Availability: Provider does not guarantee any specific level of uptime, availability, or performance. There is no Service Level Agreement ("SLA") unless one is separately executed in writing between the Parties. Provider will use commercially reasonable efforts to maintain Platform availability but is not liable for downtime, service interruptions, degraded performance, or unavailability caused by any factor, including but not limited to: scheduled or emergency maintenance, third-party service provider outages (including AI model providers, database infrastructure, hosting providers, and email delivery services), internet connectivity issues, changes to third-party APIs or model capabilities, or circumstances beyond Provider's reasonable control. Client acknowledges that the Platform depends on multiple third-party services and that Provider cannot guarantee the continuous availability, performance, or unchanged behavior of those external services.

3. Fees and Payment

Client agrees to pay fees as specified in the applicable Order Form or subscription plan ("Fees"). Fees are typically structured as a monthly base fee plus a per-residence fee for each active home managed through the Platform.

• Billing: Fees are billed monthly in advance. Provider will issue invoices to Client's billing email on file.
• Payment: Client agrees to pay invoices within 30 days of the invoice date via the payment method on file.
• Late Payment: Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law). Provider may suspend access upon 10 days' written notice if payment is overdue by more than 15 days.
• Taxes: Fees are exclusive of applicable taxes. Client is responsible for all taxes, levies, or duties imposed by taxing authorities excluding taxes on Provider's net income.
• Fee Changes: Provider may adjust Fees with 30 days' advance written notice. Continued use of the Platform after the effective date constitutes acceptance of the new Fees.
• Pricing Discretion: All pricing is determined by Provider at its sole discretion based on factors including but not limited to: current market conditions, demand, Client's fleet size and number of managed residences, Platform consumption and usage volume, deployment complexity, feature requirements, support tier, and the scope of services requested. Provider reserves the right to establish, modify, and restructure pricing at any time. No pricing terms are implied or guaranteed beyond those explicitly stated in the current Order Form or subscription plan. There are no fixed or published price lists — each engagement is priced based on its specific characteristics.

4. Client Responsibilities

Client is solely responsible for all aspects of its use and administration of the Platform, including but not limited to:

End User Management

• Ensuring End Users are informed of and agree to the Platform's Terms of Service and Privacy Policy before accessing the Platform
• Obtaining any additional consents required under Client's applicable local, state, national, or international laws — including but not limited to data protection, privacy, and consumer protection laws — before deploying the Platform to End Users
• Correctly assigning End Users to the appropriate residence(s) in the Platform. Incorrect assignments — including assigning an End User to the wrong residence, failing to assign an End User to any residence, or assigning an End User to multiple residences inappropriately — are solely Client's responsibility. Any data exposure, support errors, privacy incidents, or End User confusion resulting from incorrect assignments is Client's liability, not Provider's

Content and Document Management

• Properly categorizing all uploaded documents as either company-wide (accessible to all End Users under Client's account) or residence-specific (accessible only to End Users assigned to that specific residence). If Client uploads a residence-specific document as company-wide, or uploads confidential, proprietary, or sensitive information to an incorrect scope, any resulting data exposure, privacy incident, or harm is solely Client's responsibility
• Ensuring that documents, device configurations, service notes, and other content uploaded to the Platform do not contain information that End Users should not access. Client acknowledges that the AI assistant may reference any content uploaded to a residence's profile or to company-wide resources when responding to End User inquiries. Client is solely responsible for reviewing and controlling what information is made available through the Platform
• Ensuring that information uploaded to the Platform — including device configurations, documents, floor plans, service history, and home data — is accurate, current, and that Client has the legal right to share it
• Removing or updating outdated, incorrect, or inappropriate content from the Platform in a timely manner. Provider is not responsible for monitoring the accuracy or appropriateness of Client Content

Platform Administration

• Managing all aspects of Client's administrative portal, including team member permissions, role assignments, and configuration settings. Client is responsible for ensuring that only authorized personnel have access to the administrative dashboard and that appropriate internal access controls are maintained
• Maintaining the confidentiality of admin credentials, API keys, and access codes. Client is liable for any actions taken through Client's admin accounts, whether or not authorized by Client
• Maintaining the accuracy, completeness, and currency of all data entered into the Platform, including but not limited to: residence profiles, room configurations, device inventories, network details, service history, and uploaded documents. Client acknowledges that the quality, accuracy, and relevance of AI-generated responses depend directly on the data Client provides. Provider is not liable for inaccurate, misleading, incomplete, or harmful AI responses caused by incorrect, outdated, or incomplete Client-provided data

Legal and Compliance

• Compliance with all applicable laws, regulations, and industry standards in connection with Client's use of the Platform and deployment to End Users, including data protection, consumer protection, and professional licensing requirements
• Promptly notifying Provider of any unauthorized access, suspected security incident, or data breach involving Client's account or End User data
• Maintaining appropriate professional liability, general commercial liability, and errors & omissions insurance coverage sufficient to cover Client's obligations and potential liabilities arising from Client's use of the Platform

Platform Responsibility Acknowledgment: Client acknowledges that the Platform is a technology tool provided for Client's use and configuration. Provider has designed the Platform to be intuitive and straightforward to operate. Client bears full and sole responsibility for how it configures and operates the Platform, including all data entry, document uploads, End User assignments, and administrative actions. Provider is not responsible for any errors, omissions, data exposure, privacy incidents, or adverse outcomes of any kind resulting from Client's configuration decisions, data entry, document management, End User assignments, or any other administrative actions taken by Client or Client's authorized personnel.

5. Data and Privacy

Client's use of the Platform involves the processing of personal data belonging to End Users. The Parties' respective data protection obligations are set forth in the Data Processing Agreement ("DPA"), which is incorporated into this Agreement by reference.

In summary: Client acts as the data controller for End User data; Provider acts as a data processor on Client's behalf. Provider processes End User data only as necessary to deliver the Platform services and as described in the DPA.

Provider maintains commercially reasonable administrative, technical, and physical security measures to protect data stored on the Platform. Details are provided in the DPA.

6. Intellectual Property

Provider IP: Provider retains all right, title, and interest in the Platform, including all software, AI models, prompts, interfaces, and documentation. This Agreement does not transfer any ownership rights to Client.

Client Content: Client retains all right, title, and interest in the data, documents, device configurations, and other content Client uploads to the Platform ("Client Content"). Client grants Provider a limited license to store, process, and use Client Content solely to provide the Platform services.

Feedback: If Client provides suggestions or feedback about the Platform, Provider may use that feedback without restriction and without obligation to Client.

Branding: Provider may white-label the Platform with Client's name, logo, and colors as configured in the administrative dashboard. Client grants Provider a limited license to display Client's branding for this purpose.

7. Confidentiality

Each Party ("Receiving Party") agrees to keep confidential any non-public information disclosed by the other Party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information").

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known before disclosure; (c) is independently developed; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order.

Each Party agrees to use Confidential Information only to exercise rights and fulfill obligations under this Agreement and to protect it with at least the same care used for its own confidential information (but no less than reasonable care).

8. Warranties and Disclaimers

Provider warrants that: (a) it has the right to enter into this Agreement; (b) the Platform will perform materially as described in Provider's documentation under normal use; and (c) Provider will provide the Platform using commercially reasonable care and skill.

Disclaimer: Except as expressly stated above, the Platform is provided "as is" and "as available." Provider disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Provider does not warrant that the Platform will be uninterrupted, error-free, or that AI-generated responses will be accurate. AI outputs are provided for informational purposes and should not replace qualified professional judgment for safety-critical systems.

Platform Provider Only: Provider is a technology platform provider only. Provider does not provide electrical, plumbing, HVAC, networking, security, or any professional installation, maintenance, or repair services. The Platform facilitates AI-assisted support communication between Client's End Users and an AI system configured and populated with data by Client. Provider is not responsible for the professional judgment, service quality, response times, or workmanship of Client or Client's technicians. AI-generated responses are informational only and are directly influenced by the data, documents, and configurations provided by Client — Provider bears no liability for outcomes resulting from Client-provided content.

Safety-Critical Systems: The Platform must not be relied upon for safety-critical operations including but not limited to: fire detection and suppression, carbon monoxide detection, gas appliance operation, security and alarm systems, pool and spa safety controls, life-safety systems, or any situation involving risk of personal injury, death, or significant property damage. Client must ensure End Users are aware of these limitations.

9. Limitation of Liability

Mutual Cap: Each party's total cumulative liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Client in the 12 months preceding the claim.

Exclusion of Consequential Damages: Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business interruption, even if advised of the possibility of such damages.

These limitations apply to the maximum extent permitted by applicable law and regardless of the theory of liability (contract, tort, strict liability, or otherwise). These limitations do not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations; or (c) either party's liability for fraud or willful misconduct.

Scope of Limitations: For the avoidance of doubt, these limitations of liability apply to all claims arising from or related to the Platform, including but not limited to: data security incidents, unauthorized data access or exposure, cross-tenant data incidents, AI-generated content (whether accurate or inaccurate), Platform downtime or unavailability, degraded performance, third-party service failures or changes, data loss, and any other claims regardless of their nature, cause, or characterization. Provider's total aggregate liability under this Agreement shall not exceed the liability cap stated above under any theory of recovery, whether arising from a single incident or multiple related or unrelated incidents.

10. Indemnification

By Client: Client will indemnify, defend, and hold harmless Provider and its officers, directors, and employees from any third-party claim arising from: (a) Client's use of the Platform in violation of this Agreement; (b) Client Content; or (c) Client's breach of applicable law, including data protection laws applicable to Client's End Users.

By Provider: Provider will indemnify, defend, and hold harmless Client from any third-party claim alleging that the Platform, as provided by Provider, infringes a third party's intellectual property rights, provided that Client: (a) promptly notifies Provider of the claim; (b) gives Provider sole control of defense and settlement; and (c) provides reasonable cooperation.

11. Term and Termination

Term: This Agreement begins on the date Client first activates a subscription and continues until terminated.

Termination for Convenience: Either Party may terminate this Agreement with 30 days' written notice. Client remains responsible for Fees incurred through the end of the current billing period.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within 15 days of written notice; or (b) becomes insolvent or subject to bankruptcy proceedings.

Effect of Termination: Upon termination: (a) all licenses granted to Client end; (b) Client's access to the Platform is revoked; (c) Provider will make Client Content available for export for 30 days, after which it will be deleted per the DPA; and (d) all outstanding Fees become immediately due. Sections 6–10 and 12 survive termination.

12. General Provisions

• Governing Law: This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict of law provisions. Disputes will be resolved in courts of competent jurisdiction in Delaware.
• Entire Agreement: This Agreement, together with any Order Form and the DPA, constitutes the entire agreement between the Parties regarding the Platform and supersedes all prior agreements.
• Amendments: Provider may update this Agreement with 30 days' notice. Continued use after the effective date constitutes acceptance. Material changes will be highlighted in the notice.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• Waiver: Failure to enforce any provision is not a waiver of future enforcement rights.
• Force Majeure: Neither Party is liable for failures or delays caused by circumstances beyond their reasonable control, including but not limited to: natural disasters, pandemic, war, terrorism, government actions or orders, power failures, internet or telecommunications outages, third-party service provider outages or failures (including AI model providers, cloud infrastructure, database services, and email delivery), changes to third-party APIs, model deprecations or capability changes by AI providers, cyberattacks (including DDoS, ransomware, or data breaches originating from third-party infrastructure), labor disputes, or any other event beyond the affected Party's reasonable control.
• Assignment: Client may not assign this Agreement without Provider's written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Notices: Legal notices must be in writing and sent to the email addresses on file. Notices to Provider should be sent to legal@resolveconcierge.com.