This Master Service Agreement (the "Agreement"), by and between LCR LLC DBA Low Code Road, a Tennessee corporation ("Company"), and the entity identified as the client in the applicable Sales Order ("Client"), is comprised of the terms and conditions below and all Sales Orders (each, a "Sales Order") executed by the parties that expressly reference this Agreement as a component thereof, together with all exhibits and schedules to the foregoing, each of which is incorporated herein and made a part of this Agreement. The effective date of this Agreement (the "Effective Date") and the identity of the Client shall be as specified in the first signed Sales Order referencing this Agreement. In the event of a conflict between the provisions of a Sales Order and the Agreement, the Agreement shall govern unless the Sales Order expressly states otherwise. In the event of a conflict between the provisions of the Master Service Agreement and the Terms of Service, the Master Service Agreement shall govern.

The parties therefore agree as follows:

Certain Definitions

"Agreement" means this Master Services Agreement and all Sales Orders or Exhibits attached hereto or thereto as any of the foregoing may be amended from time to time by Company at its sole discretion. Customer's continued use of the Services following any such amendment shall constitute acceptance of such amendment.

"Client Property" means any and all materials, information, and/or intellectual property owned by Client, including ideas, concepts, business plans, strategic relationships, and other intellectual property recognized under any intellectual property regime worldwide, including copyright, trademark, patents, and trade secrets whether tangible or intangible.

"Confidential Information" means any information of any type in any form that (i) is disclosed to or observed or obtained by a party from the other party (or from a person that recipient knows or reasonably should assume has an obligation of confidence to a party) in course of, or by virtue of, this Agreement and (ii) either is designated as confidential or proprietary in writing at the time of such disclosure or within a reasonable time thereafter (or, if disclosure is made orally or by observation, is designated as confidential or proprietary orally by the person disclosing or allowing observation of the information) or is of a nature that the recipient knew or reasonably should have known, under the circumstances, would be regarded by the owner of the information as confidential or proprietary. For purposes of this Agreement, however, the term "Confidential Information" specifically shall not include any portion of the foregoing that (i) was in the recipient's possession or knowledge at the time of disclosure and that was not acquired directly or indirectly from the other party, (ii) was disclosed to the recipient by a third party not having an obligation of confidence of the information to any person or body of which the recipient knew or which, under the circumstances, the recipient reasonably should have assumed to exist, or (iii) is or, other than by the act or omission of the recipient, becomes a part of the public domain not under seal by a court of competent jurisdiction.

"Deliverable" means any tangible (including in electronic form) or intangible property delivered or to be delivered to or on behalf of Client pursuant to Company's obligations under a Sales Order.

"Infringement Claim" means a claim brought by a third party (other than an affiliate of Client and other than a non-practicing entity) during the term of this Agreement or thereafter that any Deliverable infringes such third-party's copyright pursuant to the laws of the United States or misappropriates such third-party's trade secrets pursuant to the laws of a state of the United States.

"Pre-existing Materials" means software code, method, process, procedure, know-how, or the like utilized by Company, that was developed or otherwise owned by Company prior to the Effective Date of the then current Sales Order.

"Services" means Software development services, integrations services or other professional services provided by Company under a Sales Order.

"Software" means any computer program (including mobile applications and related programs) developed for Client by Company hereunder, including any bug fixes, maintenance releases, updates, upgrades, and new versions thereof, including any new computer programs developed hereunder. The term "including" shall mean "including without limitation" unless otherwise expressly provided in a given instance.

Services; Sales Order

Engagement. Client hereby engages Company to provide, and Company agrees to provide, the services and Deliverables described in each Sales Order executed by the parties hereunder from time to time during the term of this Agreement.
Form of Sales Order. Each Sales Order shall be a separate document that expressly references this Agreement and is executed by both parties. The Sales Order shall describe the Services and any Deliverables to be provided, the timing and conditions for providing such services and Deliverables, the fees and expenses (or basis for determining fees and expenses) and timing of such payments, any reporting requirements, and such other matters as the parties deem appropriate. The Sales Order may be in a form agreed upon by both parties, which may include but is not limited to a formal document, a proposal accepted in writing, or any other format that clearly outlines the agreed-upon terms. The failure of a Sales Order to include all of these elements shall not, in itself, invalidate such Sales Order.
Changes to Sales Order. Any amendment or supplement to a Sales Order shall be by written agreement of the parties, which shall be signed by each party except that such agreement may be documented in the form of e-mail transmission and relied upon by the proposing party if (i) the party receiving a proposal for such amendment or supplement by e-mail expressly agrees to such proposal by e-mail or other written communication and (ii) such amendment or supplement does not materially change the amount or timing of fees or expenses to be paid thereunder.

Client Responsibilities

Client shall fully cooperate with Company and promptly respond to requests for information, including technical data, or access to facilities or resources. Client's failure to comply with this Section shall constitute breach of the Agreement.

Fees and Expenses; Late Payments; Taxes

Fees and Expenses. Client shall pay fees, expenses, and other charges set forth in a Sales Order. Company will invoice Client on a regular basis. Payment of each invoice is due within 15 days of receipt of the invoice or as specified in the Sales Order.
Late Payments. If Client is delinquent in payment of any portion of an invoice that it has not disputed in good faith, Company may, in addition to other remedies it may have, including termination, suspend access to the Software and/or provision of all services to Client. Client agrees to pay interest on delinquent amounts at the rate of 1.5% per month (or, if lower, the maximum amount permitted by law) that a payment is overdue.
Taxes. Company shall be responsible for paying all required federal, state, and local taxes related to the amounts received by Client pursuant to this Agreement.

Pre-Purchased Service Hours

Purchase of Service Hours. Client may purchase from Company a block of hours ("Service Hours") in accordance with the terms and pricing as set forth in the applicable Sales Order (SO) or order form.
Rate. Service Hours are sold in blocks at a fixed rate per hour ("Hourly Rate"), as detailed in the SO.
Usage of Service Hours. Service Hours are drawn down in increments as determined by the Company's tracking of time spent on Service activities for the Client.
Tracking and Reporting. Company will track the use of Service Hours and will provide Client with periodic reports detailing the services performed and the number of Service Hours deducted from the Client's pre-purchased block.
Expiration. Unless otherwise stated in the SO, Service Hours must be used within 12 months from the date of purchase, after which any unused hours will expire with no value and cannot be redeemed for cash or credit.
Refund Policy. Service Hours are non-refundable except as may be required by applicable law or as otherwise specifically agreed in writing by Company.
Renewal. Client may purchase additional Service Hours at any time. The terms and conditions applicable to such additional Service Hours shall be as set forth in a new SO or order form.
Scope of Services. The use of Service Hours is limited to the services outlined in the SO. Any services rendered outside of this scope may require a separate agreement or the purchase of additional Service Hours.
Overage. In the event that Client uses more hours than are present in the purchased block, Company will invoice Client for such additional hours at the Hourly Rate specified in the SO, or at then-current standard rates if not specified. Company will not incur additional hours without first advising Client and obtaining Client's written approval.

Ownership of Deliverables

Except for Pre-existing Materials, all Deliverables and Software that are subject to copyright protection and reduced to tangible form in whole or in part by Company shall be deemed to be "work made for hire" as that term is used in the United States Copyright Law, 17 U.S.C. 101 et seq. To the extent any Deliverables or Software are not "work made for hire" as contemplated in the preceding sentence, Company hereby assigns to Client the entire right, title, and interest in and to all such Deliverables and Software and in and to all proprietary rights in or based upon such Deliverables and Software. Client's ownership rights in the Deliverables and Software are subject to Client's payment in full of all fees owed to Company under this Agreement or a Sales Order under this Agreement.

Ownership of Client Property

Client shall remain the sole and exclusive owner of Client Property.

License to Company

Client grants to Company a non-exclusive, royalty-free license during the term of this Agreement to use and disclose Client Property solely as required to perform its obligations under this Agreement.

License to Client

To the extent that any Pre-Existing Materials are incorporated into the Deliverables or Software, Company hereby grants to Client a non-exclusive, royalty-free, transferable, sublicensable, irrevocable, worldwide license to such Pre-Existing Materials solely to practice Client's full rights, title, and interest in the Deliverables and Software.

Confidentiality

Security of Confidential Information. Each party possessing Confidential Information of the other party will maintain all such Confidential Information under secure conditions, using reasonable security measures and in any event not less than the same security procedures used by such party for the protection of its own Confidential Information of a similar kind.
Non-Disclosure Obligation. Except as otherwise may be permitted by this Agreement, neither party shall disclose any Confidential Information of the other party to any third party without the express prior written consent of the other party.
Compelled Disclosure. If either party is ordered by a court, administrative agency, or other governmental body of competent jurisdiction to disclose Confidential Information, such party will not be liable to the other party for disclosure of Confidential Information required by such order if such party complies with the notification and protective requirements set forth in this Agreement.

Term; Breach; Termination

The term of this Agreement shall commence on the Effective Date and shall expire upon the latter of (i) the expiration or termination of all Sales Orders, (ii) 1 year from the Effective Date, or (iii) 5 days after the end of the cure period when a party has provided the other party with notice of a breach that remains uncured for 15 days. Either party may terminate this Agreement for convenience by providing 30 days prior written notice to the other party.

Warranties

Company represents and warrants that: Services described in a Sales Order will be performed using duly qualified and experienced personnel; and that none of the Deliverables, Software, or associated documentation or materials shall infringe on the intellectual property of any third party.

Disclaimers and Limitations

Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, COMPANY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, THE SERVICES PROVIDED BY COMPANY, OR THE OPERATION OF THE SOFTWARE ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED.

Disclaimer of Consequential Damages. COMPANY HAS NO LIABILITY WITH RESPECT TO THE SOFTWARE, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitations of Remedies and Liability. EXCLUDING COMPANY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, COMPANY'S TOTAL LIABILITY TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE TOTAL AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE INCIDENT.

Indemnity by Company

To the fullest extent permitted by applicable law, Company agrees to indemnify, defend, and hold harmless Client and its officers, directors, members, managers, owners, agents, and employees from and against all third party claims, actions, suits, damages, injuries, losses, fines, penalties, liens, taxes, liabilities and expenses, arising from or relating to (i) a willful breach of this Agreement by Company or its agents, and (ii) Company's violation of any third party's trade secrets, proprietary information, trademarks, copyright, patent rights, or other intellectual property rights within the Deliverables or Software.

Nature of Relationship; Subcontractors

Company shall provide all services hereunder as an independent contractor to Client. Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties. Company may use subcontractors without the prior written consent of Client.

Other Provisions

Notice. Notices shall be given by personal delivery, certified or registered U.S. mail, or recognized overnight document delivery service. Notices to Company: 1658 Lee Victory Parkway, Suite 3002, Smyrna, TN 37167, Attn: Nathaniel Holzmann.
Survival. The following provisions shall survive termination or expiration: Fees and Expenses; Ownership of Deliverables; License to Company; Confidentiality; Warranties; Disclaimers and Limitations.
Non-Solicitation. Client shall not, during and for 1 year after termination, hire or attempt to hire any person who was an employee, independent contractor or subcontractor of Company during the previous 12 months.
Force Majeure. A party is excused from performance prevented by Force Majeure Events beyond its reasonable control, excluding economic hardship or insufficiency of funds.
Governing Law. This Agreement shall be construed in accordance with the laws of the State of Tennessee. Arbitration is the exclusive method for resolving disputes, conducted in Nashville, Tennessee in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY.
Assignment. Neither party may assign without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
No Third Party Beneficiaries. Nothing in this Agreement confers rights upon any person other than the parties.
Case Studies. Client agrees that Company may prepare case studies discussing certain services provided, provided no Confidential Information is disclosed. Client may opt out by written notice.
Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.
Amendment and Waiver. No modification shall be valid unless in writing and duly executed by the party to be bound.
Severability. If any provision is ruled invalid, the remaining provisions shall remain in full force and effect.
Attorney Fees. The prevailing party in any litigation shall be entitled to recover reasonable attorney fees and expenses.
Injunctive Relief. Any violation of confidentiality or intellectual property covenants gives the injured party the right to injunctive relief.
Headings. Section headings are for convenience only.
Execution and Effectiveness. This Agreement becomes effective upon execution of a Sales Order that references this Agreement.

Company and Client have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Low Code Road Master Service Agreement