Master Service Agreement

1. Definitions

1.1 Authorized User

“Authorized User” means an individual authorized by Customer to access or use the Services.

1.2 Customer Data

“Customer Data” means data, records, content, files, communications, personal information, and other information submitted to, transmitted through, stored in, or otherwise processed by the Services by or on behalf of Customer.

1.3 Documentation

“Documentation” means Frekyl’s then-current user documentation, instructions, technical materials, and other materials made available by Frekyl relating to use of the Services.

1.4 Order Form

“Order Form” means an ordering document, subscription agreement, statement of work, or similar written document executed by the parties that identifies the applicable Services and commercial terms.

1.5 Services

“Services” means the Frekyl workforce communication and automation services identified in an applicable Order Form, including, where applicable, absence reporting, shift-filling communications, workforce notifications, Agency Connect, Coverage IQ, Forms, administrative functionality, integrations, SMS communications, automated voice or IVR communications, and related functionality.

1.6 Subscription Term

“Subscription Term” means the period during which Customer is authorized to use the applicable Services, as stated in an Order Form.

1.7 Usage Credits

“Usage Credits” means usage or communication units allocated to Customer under an Order Form and consumed through applicable Services.

1.8 Business Day

“Business Day” means Monday through Friday, excluding statutory or federal holidays generally observed by Frekyl.

2. Agreement Structure

2.1 Order Forms

Frekyl will provide the Services identified in each Order Form.

Order Forms may specify:

• Services purchased;
• Subscription Term;
• Usage Credits;
• pricing;
• payment terms;
• implementation or onboarding;
• integrations;
• support level;
• renewal terms; and
• other applicable commercial terms.

2.2 Order of Precedence

If there is a conflict among documents forming the Agreement, the following order of precedence applies:

• an amendment signed by authorized representatives of both parties that expressly identifies the provision being amended;
• the applicable Order Form;
• an applicable Data Processing Agreement;
• the applicable Service Level Agreement;
• this MSA.

An Order Form overrides this MSA only to the extent it expressly states that a specific provision of this MSA is being modified.

General or inconsistent terms contained in a Customer purchase order, vendor portal, procurement document, email, or similar document do not modify this Agreement unless expressly accepted in writing by an authorized representative of Frekyl.

2.3 No Reliance on Future Features

Customer acknowledges that its purchase decision is based on the Services and functionality available or expressly committed in writing as of the applicable Order Form.

Statements regarding possible future products, functionality, roadmaps, timelines, or development plans are informational only and do not create contractual obligations unless expressly included in an Order Form or signed amendment.

3. Provision of Services

3.1 Services

During the Subscription Term, Frekyl will provide Customer access to the Services in material accordance with:

• this Agreement;
• the applicable Order Form; and
• applicable Documentation.

Frekyl will use commercially reasonable efforts to operate and maintain the Services.

3.2 Service Changes

Frekyl may update, improve, modify, replace, or discontinue features of the Services from time to time.

Frekyl will not materially reduce the core functionality of Services purchased under an active Order Form without providing substantially equivalent functionality, except where reasonably necessary to:

• address a security risk;
• comply with law;
• address a third-party dependency;
• prevent harm;
• preserve service integrity; or
• maintain compatibility or reliability.

3.3 Future Functionality

Fees are based solely on the Services described in the applicable Order Form.

Customer’s payment obligations are not contingent upon delivery of future products, features, integrations, functionality, or roadmap items unless expressly agreed in writing.

4. Access Rights

4.1 Limited Right to Use

Subject to Customer’s compliance with this Agreement, Frekyl grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes.

4.2 Authorized Users

Customer is responsible for:

• determining Authorized Users;
• maintaining accurate user records;
• managing permissions;
• safeguarding credentials;
• preventing credential sharing; and
• activity occurring through Customer-controlled accounts.

Customer will promptly notify Frekyl of known or suspected unauthorized access.

5. Acceptable Use

Customer will not, and will not permit any third party to:

• use the Services unlawfully;
• send unlawful, fraudulent, deceptive, abusive, threatening, or unsolicited communications;
• transmit malicious code;
• interfere with or disrupt the Services;
• attempt unauthorized access;
• bypass usage controls, security mechanisms, or technical limitations;
• probe or test vulnerabilities except with Frekyl’s prior written authorization;
• reverse engineer, decompile, disassemble, or attempt to derive source code except where such restriction is prohibited by law;
• copy or reproduce the Services except as expressly permitted;
• resell, sublicense, lease, or commercially distribute the Services;
• use automated means to access the Services except through documented APIs or functionality authorized by Frekyl;
• use the Services to build or train a directly competing product using Frekyl’s proprietary technology or materials;
• use the Services in a manner that infringes intellectual property, privacy, publicity, or other third-party rights;
• use the Services to violate employment, labor, telecommunications, privacy, or data-protection laws; or
• materially degrade the Services for other users.

Frekyl may take reasonable technical measures to enforce this Section.

6. Customer Responsibilities

Customer is responsible for:

• the accuracy, quality, legality, and integrity of Customer Data;
• Customer’s configuration and use of the Services;
• determining applicable workforce policies;
• attendance rules;
• seniority requirements;
• collective bargaining or union requirements;
• eligibility criteria;
• staffing requirements;
• scheduling practices;
• absence classifications;
• notification rules;
• communication recipients;
• legally required notices and consents; and
• compliance with laws applicable to Customer’s operations.

Frekyl does not determine or provide legal advice concerning Customer’s employment, attendance, labor, union, scheduling, staffing, medical, or regulatory obligations.

Customer remains responsible for employment and operational decisions made using information provided through the Services.

7. Communications and Messaging Compliance

Certain Services may use SMS, telephone, IVR, email, or other electronic communication channels.

Customer represents and warrants that it has all necessary rights, authority, notices, and consents required to communicate with individuals through the channels Customer configures or instructs Frekyl to use.

Customer is responsible for:

• recipient lists;
• contact information;
• message content supplied or configured by Customer;
• communication preferences;
• opt-out requirements applicable to Customer;
• employment-related notice requirements; and
• compliance with telecommunications and messaging laws applicable to Customer’s communications.

Frekyl may suspend or restrict messaging activity that reasonably appears to violate law, carrier requirements, acceptable-use standards, or platform integrity.

Delivery of communications may depend on telecommunications carriers and third-party systems.

Frekyl does not guarantee delivery, timing, receipt, or carrier acceptance of every message or call.

8. Third-Party Services and Integrations

8.1 Integrations

Where an Order Form includes an integration, Frekyl will use commercially reasonable efforts to provide the integration according to the agreed scope.

Customer is responsible for obtaining and maintaining:

• required credentials;
• API access;
• permissions;
• licenses; and
• third-party approvals.

8.2 Third-Party Dependencies

The Services may rely on:

• cloud infrastructure;
• telecommunications providers;
• carriers;
• APIs;
• HRIS/WFM platforms;
• authentication providers; and
• other third-party services.

Frekyl is not responsible for failures, delays, changes, suspension, discontinuation, or security issues arising solely from third-party services outside Frekyl’s reasonable control.

This limitation does not excuse Frekyl from responsibility for its own configuration or management of third-party services.

8.3 Third-Party Changes

If a third-party provider materially changes or discontinues functionality necessary for an integration, Frekyl may modify, replace, or discontinue the affected integration.

Where commercially reasonable, Frekyl will attempt to provide an alternative.

9. Customer Data

9.1 Ownership

As between the parties, Customer retains all right, title, and interest in Customer Data.

9.2 Processing Rights

Customer grants Frekyl a limited right to process Customer Data as reasonably necessary to:

• provide the Services;
• support Customer;
• maintain and secure the Services;
• troubleshoot;
• comply with Customer’s lawful instructions;
• comply with law; and
• exercise Frekyl’s rights under this Agreement.

9.3 No Sale of Customer Data

Frekyl will not sell Customer Data.

Frekyl will not use Customer Data for unrelated commercial purposes except:

• with Customer authorization;
• in aggregated or irreversibly anonymized form; or
• where required by law.

9.4 Customer Privacy Responsibilities

Customer is responsible for providing all legally required notices and obtaining all legally required consents, permissions, or other lawful bases necessary for Frekyl to process Customer Data as contemplated by this Agreement.

9.5 Frekyl Privacy Responsibilities

Frekyl will comply with privacy and data-protection laws applicable to Frekyl’s processing of Customer Data.

9.6 Aggregated and Anonymized Information

Frekyl may create and use aggregated or irreversibly anonymized data that does not reasonably identify Customer or an individual.

Such data may be used for:

• analytics;
• security;
• product development;
• benchmarking;
• performance analysis; and
• service improvement.

10. Security and Security Incidents

10.1 Security Program

Frekyl will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, loss, alteration, or disclosure.

Safeguards may include:

• encryption in transit and at rest;
• role-based access controls;
• least-privilege practices;
• authentication controls;
• security monitoring;
• vulnerability management;
• access logging;
• personnel security practices; and
• reasonable security assessments.

10.2 Security Incident

A “Security Incident” means confirmed unauthorized access to, acquisition of, or disclosure of Customer Data within Frekyl-controlled systems that materially compromises the confidentiality, integrity, or availability of Customer Data.

Security Incidents do not include unsuccessful attempts that do not compromise Customer Data, including:

• scans;
• pings;
• unsuccessful login attempts;
• denial-of-service attempts;
• firewall attacks; or
• similar unsuccessful activity.

10.3 Security Incident Notice

If Frekyl confirms a Security Incident affecting Customer Data, Frekyl will notify Customer without undue delay after confirming the incident, subject to applicable law.

Frekyl may provide information in phases as it becomes available.

Frekyl will take commercially reasonable steps to contain, investigate, and remediate the Security Incident.

Notification does not constitute admission of fault or liability.

11. Data Processing Terms

Where required by applicable data-protection law, the parties will enter into appropriate data-processing terms.

If a Data Processing Agreement applies and conflicts with this MSA regarding processing of personal information, the Data Processing Agreement controls solely with respect to that subject matter.

12. Usage Credits

12.1 Allocation

Customer will receive the Usage Credits identified in the applicable Order Form.

12.2 Measurement

Frekyl’s systems and usage records will govern measurement of Usage Credits absent manifest error.

12.3 Overages

Usage exceeding Customer’s included allocation may be billed at the overage rate stated in the applicable Order Form.

12.4 Expiration

Unless expressly stated otherwise:

• Usage Credits are allocated for the applicable subscription period;
• unused Usage Credits expire at the end of that period;
• Usage Credits have no cash value;
• Usage Credits are non-refundable;
• Usage Credits are not transferable between unrelated Customers.

12.5 Disputes

Customer must notify Frekyl of a good-faith usage dispute within thirty (30) days after the applicable invoice or usage statement.

13. Fees and Payment

13.1 Fees

Customer will pay all fees stated in the applicable Order Form.

Except as expressly provided in this Agreement, fees are non-refundable.

13.2 Payment

Invoices are payable according to the applicable Order Form.

If no payment term is stated, invoices are due within thirty (30) days.

13.3 Late Payments

Undisputed overdue amounts may accrue interest at the lesser of:

• 1.5% per month; or
• the maximum lawful rate.

13.4 Billing Disputes

Customer must provide written notice of a good-faith billing dispute within thirty (30) days after the invoice date.

Customer will timely pay undisputed amounts.

13.5 Taxes

Customer is responsible for applicable sales, use, value-added, excise, and similar taxes, excluding taxes based on Frekyl’s net income.

14. Intellectual Property

14.1 Frekyl Technology

Frekyl and its licensors retain all right, title, and interest in:

• the Services;
• software;
• source code;
• object code;
• APIs;
• algorithms;
• workflows;
• user interfaces;
• configurations;
• templates;
• Documentation;
• designs;
• trademarks;
• know-how;
• improvements;
• modifications; and
• derivative works.

No rights are granted except as expressly provided.

14.2 Customer Data

Customer retains ownership of Customer Data.

14.3 Feedback

Customer may provide ideas, suggestions, or feedback.

Frekyl may use such feedback without restriction or obligation, provided Frekyl does not publicly identify Customer as the source without permission.

15. Confidentiality

15.1 Confidential Information

“Confidential Information” means non-public information that is marked confidential or reasonably should be understood to be confidential.

Confidential Information includes:

• Customer Data;
• pricing;
• business plans;
• security information;
• product plans;
• source code;
• non-public technology;
• financial information; and
• trade secrets.

15.2 Protection

The receiving party will:

• use Confidential Information only for purposes of this Agreement;
• protect it using at least reasonable care;
• disclose it only to persons with a need to know who are subject to appropriate confidentiality obligations.

15.3 Exclusions

Confidential Information does not include information the receiving party can demonstrate:

• became public without breach;
• was lawfully known without restriction;
• was lawfully received from another source;
• was independently developed without use of Confidential Information.

15.4 Compelled Disclosure

A receiving party may disclose Confidential Information where legally required.

Where legally permitted, it will provide reasonable notice and cooperation.

15.5 Return or Destruction

Upon written request following termination, each party will return or destroy the other party’s Confidential Information where reasonably practicable, subject to legal retention requirements and routine backup systems.

15.6 Trade Secrets

Obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.

16. Service Levels, Maintenance and Support

Where applicable, the Frekyl Service Level Agreement is incorporated into this Agreement.

Frekyl may perform scheduled maintenance and will use commercially reasonable efforts to minimize material disruption.

Frekyl may perform emergency maintenance without advance notice where reasonably necessary to:

• address a security vulnerability;
• respond to a Security Incident;
• preserve service integrity;
• prevent material harm; or
• comply with an urgent technical or legal requirement.

Frekyl will provide notice as soon as reasonably practicable where emergency maintenance materially affects Customer.

17. Warranties

17.1 Mutual Authority

Each party represents that it has authority to enter into this Agreement.

17.2 Service Warranty

Frekyl warrants that it will use commercially reasonable efforts to provide the Services in material accordance with the applicable Order Form and Documentation.

17.3 Remedy

If Customer believes the Services materially fail to conform to Section 17.2, Customer must provide written notice describing the non-conformance in reasonable detail.

Frekyl will use commercially reasonable efforts to cure the issue.

If Frekyl fails to cure a material non-conformance within thirty (30) days after receipt of notice, Customer may terminate the materially affected Services and receive a prorated refund of prepaid fees attributable to the unused period after termination.

17.4 Disclaimer

Except as expressly stated in this Agreement, to the maximum extent permitted by law, the Services are provided “as is” and “as available.”

Frekyl disclaims all implied warranties, including:

• merchantability;
• fitness for a particular purpose;
• title; and
• non-infringement,

to the extent such warranties may lawfully be disclaimed.

Frekyl does not warrant uninterrupted or error-free operation except as expressly provided in the SLA.

18. Indemnification

18.1 Frekyl IP Indemnity

Frekyl will defend Customer against a third-party claim alleging that Customer’s authorized use of the Services directly infringes a United States or Canadian patent, copyright, or trademark, and will pay damages and reasonable costs finally awarded or approved in a settlement controlled by Frekyl.

18.2 Exclusions

Frekyl has no obligation for claims arising from:

• Customer Data;
• Customer modifications;
• unauthorized use;
• use contrary to Documentation;
• combination with third-party products where the claim would not otherwise exist;
• continued use after Frekyl provides a non-infringing replacement.

18.3 Frekyl Remedies

If the Services become or are likely to become subject to an infringement claim, Frekyl may:

• procure the right to continue providing the Services;
• modify the Services so they are non-infringing;
• replace the affected functionality; or
• terminate the affected Services and refund prepaid fees attributable to the unused portion of the applicable Subscription Term.

18.4 Customer Indemnity

Customer will defend Frekyl against third-party claims arising from:

• Customer Data;
• Customer’s unlawful use of the Services;
• Customer communications;
• Customer’s violation of telecommunications, employment, privacy, labor, or other applicable law;
• Customer’s instructions or configurations; or
• Customer’s violation of third-party rights.

Customer will pay damages and reasonable costs finally awarded or approved in settlement.

18.5 Procedure

The indemnified party must:

• promptly notify the indemnifying party;
• provide reasonable cooperation;
• allow the indemnifying party control of the defense and settlement.

Failure to give prompt notice relieves the indemnifying party only to the extent materially prejudiced.

No settlement may:

• admit liability of the indemnified party;
• impose non-monetary obligations on the indemnified party; or
• restrict the indemnified party’s business

without written consent, not to be unreasonably withheld.

19. Limitation of Liability

19.1 Excluded Damages

To the maximum extent permitted by law, neither party will be liable for:

• indirect;
• incidental;
• consequential;
• special;
• exemplary;
• punitive damages;

or loss of:

• profits;
• revenue;
• goodwill;
• anticipated savings;
• business opportunity;

arising from or relating to this Agreement, regardless of theory of liability.

19.2 General Liability Cap

Except as provided below, each party’s aggregate liability arising from or relating to this Agreement will not exceed the fees paid or payable by Customer under the affected Order Form during the twelve (12) months immediately preceding the event giving rise to liability.

19.3 Higher Cap

For claims arising from:

• breach of confidentiality;
• Frekyl’s breach of its data-security obligations resulting in a confirmed Security Incident;
• a party’s indemnification obligations,

the applicable aggregate liability cap will be two times (2x) the fees paid or payable under the affected Order Form during the twelve (12) months preceding the event giving rise to liability.

19.4 Uncapped Obligations

The liability caps do not apply to:

• Customer’s payment obligations;
• fraud;
• willful misconduct;
• a party’s infringement or misappropriation of the other party’s intellectual property rights; or
• liability that cannot lawfully be limited.

19.5 Allocation of Risk

The parties acknowledge that the limitations in this Section are a material basis of the bargain and apply notwithstanding failure of an exclusive remedy.

20. Suspension

Frekyl may immediately suspend all or part of the Services where reasonably necessary because of:

• a material security threat;
• suspected fraud;
• unlawful use;
• messaging abuse;
• violation of carrier requirements;
• activity threatening the Services or other customers;
• unauthorized access;
• legal or regulatory requirement.

For non-payment or other curable contractual breaches, Frekyl will provide reasonable notice where practicable before suspension.

Frekyl will use commercially reasonable efforts to limit a suspension to the affected portion of the Services.

Suspension does not relieve Customer of payment obligations.

21. Term and Termination

21.1 MSA Term

This MSA begins when the first Order Form takes effect and continues until all Order Forms expire or are terminated.

21.2 Order Form Term

Each Order Form remains effective for its stated Subscription Term.

Renewal mechanics are governed by the applicable Order Form.

21.3 Termination for Cause

Either party may terminate an affected Order Form if the other party materially breaches the Agreement and fails to cure within thirty (30) days after written notice.

If the breach is not capable of cure, termination may be effective upon written notice.

21.4 Insolvency

Either party may terminate an affected Order Form upon written notice if the other party:

• becomes insolvent;
• makes a general assignment for creditors;
• becomes subject to a bankruptcy proceeding not dismissed within sixty (60) days;
• ceases substantially all business operations.

21.5 Effect of Termination

Upon expiration or termination:

• Customer’s access rights end;
• accrued payment obligations remain due;
• surviving provisions remain effective;
• Customer Data will be handled under Section 22.

22. Customer Data After Termination

For thirty (30) days after expiration or termination of the applicable Services, Customer may request or export Customer Data reasonably available through the Services.

Frekyl may provide Customer Data in a commercially reasonable format determined by Frekyl based on technical availability.

After the thirty-day period, Frekyl may delete Customer Data from active production systems unless:

• retention is legally required;
• otherwise agreed in writing;
• temporarily retained in routine backups.

Customer Data within routine backups may remain until removed through Frekyl’s ordinary backup rotation.

Frekyl is not required to alter normal backup systems solely to remove individual Customer records before ordinary rotation.

Retained Customer Data remains subject to applicable confidentiality and security obligations.

Frekyl will not sell or use terminated Customer Data for unrelated commercial purposes.

Upon written request, Frekyl will confirm completion of deletion in accordance with its applicable retention and backup practices.

23. Publicity

Neither party may issue a press release identifying the other party without prior written consent.

Frekyl may not use Customer’s trademarks or logo in public marketing materials without Customer’s consent.

24. Compliance with Laws

Each party will comply with laws applicable to its performance under this Agreement.

Customer is specifically responsible for laws applicable to Customer’s use of the Services.

25. Export Controls and Sanctions

Customer will not use, export, re-export, transfer, or make the Services available in violation of applicable export-control, sanctions, or trade laws.

Customer represents that it is not:

• located in a jurisdiction subject to comprehensive sanctions applicable to the transaction;
• identified on a restricted-party list that prohibits the transaction; or
• prohibited from receiving the Services under applicable law.

26. Anti-Corruption

Neither party will offer, authorize, provide, or accept any unlawful bribe, kickback, or improper payment in connection with this Agreement.

27. Insurance

Frekyl will maintain commercially reasonable insurance coverage appropriate to its business and the nature of the Services.

Specific insurance requirements, certificates, or limits will apply only if expressly agreed in an Order Form or signed amendment.

28. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including:

• natural disasters;
• fire;
• flood;
• earthquake;
• epidemic or pandemic;
• war;
• terrorism;
• civil unrest;
• governmental action;
• labor disruption;
• internet backbone failure;
• carrier outage;
• widespread cloud-service outage;
• utility failure;
• cyberattack not caused by the affected party’s failure to maintain commercially reasonable safeguards;
• other events beyond reasonable control.

This Section does not excuse Customer’s obligation to pay amounts already due.

29. Dispute Escalation

Before commencing litigation, the parties will attempt in good faith to resolve disputes through representatives authorized to resolve the matter.

Either party may escalate the matter to senior management.

This requirement does not prevent a party from:

• seeking injunctive relief;
• preserving a statute-of-limitations deadline;
• protecting intellectual property;
• protecting Confidential Information; or
• seeking emergency equitable relief.

30. Governing Law and Jurisdiction

30.1 Governing Law

This Agreement and any dispute arising out of or relating to it will be governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

30.2 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for disputes arising from or relating to this Agreement.

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

31. General

31.1 Entire Agreement

This Agreement constitutes the entire agreement regarding its subject matter and supersedes prior or contemporaneous agreements, proposals, representations, or communications concerning that subject matter.

31.2 Amendments

Amendments must be in writing and agreed by authorized representatives of both parties.

31.3 Assignment

Customer may not assign this Agreement without Frekyl’s prior written consent, not to be unreasonably withheld.

Frekyl may assign this Agreement without Customer consent in connection with:

• merger;
• acquisition;
• corporate reorganization;
• change of control;
• sale of substantially all assets relating to the Services.

Any permitted assignee must assume applicable obligations.

31.4 Independent Contractors

The parties are independent contractors.

Nothing creates a partnership, agency, fiduciary relationship, joint venture, or employment relationship.

31.5 No Third-Party Beneficiaries

This Agreement creates no third-party beneficiary rights.

31.6 Severability

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

31.7 Waiver

Failure to enforce a provision does not waive future enforcement.

31.8 Notices

Formal legal notices must be sent to the notice contacts identified in the applicable Order Form.

Notices may be delivered by:

• recognized courier;
• certified or registered mail;
• email where receipt is confirmed.

Routine operational communications may be sent by email.

31.9 Electronic Signatures

Electronic signatures and electronic copies are binding to the extent permitted by law.

31.10 Counterparts

Order Forms and amendments may be executed in counterparts.

31.11 Interpretation

Headings are for convenience only.

“Including” means “including without limitation.”

Words in the singular include the plural and vice versa where appropriate.

No presumption will apply against a party because that party drafted a provision.

31.12 Survival

Provisions concerning:

• fees;
• intellectual property;
• Customer Data;
• confidentiality;
• indemnification;
• liability;
• post-termination data;
• governing law;
• dispute resolution;
• general provisions

survive expiration or termination to the extent reasonably necessary to give them effect.

32. Contact