Master Services Agreement

1. Definitions
2. Agreement Structure
3. Term
4. Auto Renewal
5. The Services
6. Customer Obligations
7. Acceptable Use and Messaging Compliance
8. Service Dependencies and Life-Safety Notice
9. Customer Data and Data Protection
10. Fees and Payment
11. Critical Errors, Refunds and Service Credits
12. Intellectual Property
13. Confidentiality
14. Warranties and Disclaimers
15. Limitation of Liability
16. Indemnity
17. Suspension and Termination
18. Effect of Termination
19. Surviving Terms
20. Force Majeure
21. Governing Law and Disputes
22. General
23. Notices and Contact
Exhibit A: Support and Service Level Agreement

1. Definitions

In this Agreement the following words have the meanings given below:

"Agreement" means this Master Services Agreement, every Order Form, Exhibit A (Support and Service Level Agreement), the Data Processing Agreement and any other document expressly incorporated by reference. Where the Customer has signed an executed version of this Agreement, "Agreement" means that executed version.

"Annual Fee" means the subscription fees payable for the Contract Year in which the relevant Notice Time falls. It excludes Usage Charges, set-up fees, professional services fees and taxes. If subscription fees are invoiced other than annually, the Annual Fee is the subscription fee for that Contract Year expressed as a yearly amount.

"Anniversary Date" means the last day of the Initial Term or of the Renewal Term then in force.

"Authorised Users" means the Customer's employees, agents and contractors whom the Customer authorises to access and use the Platform.

"CaravelIQ", "we", "us" and "our" mean CaravelIQ LLC, a New Mexico limited liability company whose registered address is 1209 Mountain Road Pl NE, Suite R, Albuquerque, NM 87110, USA.

"Confidential Information" has the meaning given in Section 13.

"Business Hours" means 9:00 am to 5:00 pm, Monday to Friday, excluding public holidays, in the time zone stated in the Order Form or, if none is stated, US Mountain Time (Albuquerque, New Mexico). "Business Day" means a period of eight (8) Business Hours.

"Contract Year" means each consecutive 12-month period starting on the Effective Date or on an anniversary of it.

"Critical Error" means a defect in the Platform, not caused by an Excluded Cause, that prevents the Customer's Authorised Users from signing in to the Platform, or prevents the Customer from sending messages through every channel enabled for it, so that the Platform cannot be used for its core purpose.

"Customer", "you" and "your" mean the organisation named in the Order Form, or which submits a purchase order or signs this Agreement, together with its Authorised Users where the context requires.

"Customer Data" means all data, content and materials that the Customer or its Authorised Users upload to, enter into or generate through the Platform, including contact records and message content.

"Data Processing Agreement" or "DPA" means CaravelIQ's data processing agreement, as provided to the Customer, which governs CaravelIQ's processing of personal data on the Customer's behalf.

"Documentation" means the user guides, help content and specifications for the Platform that CaravelIQ makes available from time to time.

"Effective Date" has the meaning given in Section 3.1.

"Excluded Cause" means any of the matters listed in paragraph A7 of Exhibit A.

"Fees" means the subscription fees, Usage Charges and any other charges set out in an Order Form or otherwise payable under this Agreement.

"Fix" means a correction that resolves an incident. "Workaround" means a temporary measure that restores the affected function, or makes the Platform usable for its core purpose, while a Fix is prepared.

"Initial Term" and "Renewal Term" have the meanings given in Sections 3 and 4.

"Intellectual Property Rights" means patents, copyright, database rights, trade marks, trade names, design rights, rights in software, know-how, trade secrets and all similar rights anywhere in the world, whether registered or not.

"Malicious Code" means viruses, worms, Trojan horses, ransomware and any other code, file or program designed to disrupt, damage or gain unauthorised access to any system, network, program or data.

"Notice Time" means the earlier of (a) the time CaravelIQ receives the Customer's report of an incident through the support channels described in Exhibit A, and (b) the time CaravelIQ notifies the Customer of that incident.

"Order Form" means an order form, quotation or statement of work for the Services that refers to this Agreement and is signed or accepted by the Customer, including a Customer purchase order accepted by CaravelIQ (but only as to the commercial details it records, as explained in Section 2.4).

"Platform" means the CampanaOne critical communication software-as-a-service platform, including its web application, mobile applications, APIs and related tools, as updated from time to time.

"Recipients" means the individuals to whom the Customer sends messages through the Platform.

"Services" means access to and use of the Platform, the support services described in Exhibit A, and any other services set out in an Order Form.

"Third-Party Networks" means telecommunications carriers, mobile and fixed-line networks, email providers, messaging and push notification services, the internet and any other networks or systems not owned or controlled by CaravelIQ through which messages are carried or delivered.

"Usage Charges" means charges for messages, calls, minutes, credits or other consumption-based items, as set out in an Order Form.

2. Agreement Structure and Order of Precedence

2.1

This Agreement is a contract between CaravelIQ and the Customer for the supply of the Services. It must be read together with each Order Form.

2.2

Entire agreement. This Agreement is the entire agreement between the parties about its subject matter. It supersedes and extinguishes all prior and contemporaneous conversations, negotiations, emails, proposals, presentations, representations, understandings, documents and agreements, whether written, oral or signed, relating to that subject matter. Each party confirms that it has not relied on any statement, promise or representation that is not set out in this Agreement.

2.3

Standard template and executed versions. The version of this Agreement published on CaravelIQ's website is CaravelIQ's standard template. Where CaravelIQ and the Customer have signed an executed version of this Agreement that contains negotiated changes, that executed version governs the relationship between them in place of the standard template. Customers who wish to see their executed version should contact their legal team or their CampanaOne administrator.

2.4

Customer terms excluded. Any terms and conditions contained in, attached to or referred to by a Customer purchase order, vendor registration form, supplier portal, invoice or similar document are excluded and have no effect, even if CaravelIQ accepts, signs or acknowledges that document. A purchase order is used only to record the commercial details of an order, such as quantities, Fees and the Initial Term.

2.5

Order of precedence. If documents forming this Agreement conflict, they take priority in the following order: (a) the Data Processing Agreement, for matters relating to the processing of personal data only; (b) this Master Services Agreement, including Exhibit A; and (c) the Order Form. An Order Form overrides a specific section of this Master Services Agreement only where it expressly identifies that section and states that it is being varied.

2.6

Use without a signed document. If the Customer or its Authorised Users access or use the Platform before an executed Agreement or purchase order has been received, that access or use is governed by this standard template.

3. Term

3.1

Start date. This Agreement starts on the date on which CaravelIQ receives the first of: (a) this Agreement or an Order Form signed by the Customer; or (b) a purchase order from the Customer for the Services (the "Effective Date").

3.2

Initial Term. The initial term of this Agreement is one (1), two (2) or three (3) years from the Effective Date, as stated in the Order Form or executed Agreement (the "Initial Term"). If no term is stated, the Initial Term is one (1) year.

3.3

Commitment for the term. The Customer's commitment to pay the subscription Fees for the full Initial Term and each Renewal Term is non-cancellable. Fees are non-refundable except as expressly stated in Section 11.

3.4

This Agreement continues for the Initial Term and every Renewal Term unless it is terminated earlier under Section 11 or Section 17.

4. Auto Renewal

4.1

At the end of the Initial Term, this Agreement renews automatically for successive renewal periods of twelve (12) months each (each a "Renewal Term"), unless the Order Form states a different renewal period.

4.2

Notice of non-renewal. To stop this Agreement from renewing, the Customer must give CaravelIQ written notice of non-renewal at least sixty (60) days before the Anniversary Date. If the Customer does not give notice by that deadline, this Agreement renews automatically and the Customer must pay the Fees for the Renewal Term. CaravelIQ may also choose not to renew by giving the Customer written notice at least sixty (60) days before the Anniversary Date.

4.3

Renewal pricing. CaravelIQ may change the subscription Fees for a Renewal Term by giving the Customer written notice at least ninety (90) days before the Anniversary Date. Unless the Customer gives notice of non-renewal under Section 4.2, the new Fees apply from the start of the Renewal Term.

4.4

Notices under this Section 4 must be sent as described in Section 23. A notice sent to a sales or support contact by any other method does not count as notice of non-renewal.

5. The Services

5.1

During the term, CaravelIQ will provide the Services to the Customer with reasonable skill and care, substantially as described in the Documentation and the Order Form.

5.2

Licence. Subject to the Customer paying the Fees and complying with this Agreement, CaravelIQ grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the term, to allow its Authorised Users to access and use the Platform for the Customer's internal business purposes, within the user, contact and feature limits set out in the Order Form.

5.3

Availability. CaravelIQ will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for:

planned maintenance, notified in advance as described in Exhibit A;
emergency maintenance, which may be carried out at any time and without notice where CaravelIQ reasonably considers it necessary to protect the security, integrity or availability of the Platform; and
unavailability caused by an Excluded Cause.

5.4

Support. CaravelIQ will provide support and respond to incidents in accordance with Exhibit A (Support and Service Level Agreement).

5.5

Changes to the Platform. CaravelIQ continuously improves the Platform and may update, modify or replace any part of it, provided that it does not materially reduce the overall functionality of the Services the Customer has purchased during the then-current term.

5.6

Subcontractors and providers. CaravelIQ may use subcontractors, hosting providers and messaging providers to provide the Services. CaravelIQ remains responsible for the performance of its own obligations under this Agreement, but it is not responsible for Third-Party Networks, as explained in Section 8.

5.7

Estimates. Any date given by CaravelIQ for onboarding, configuration or the start of the Services is an estimate given in good faith. CaravelIQ is not liable for any delay in meeting it.

5.8

Trials and beta features. Free trials, pilots, previews and features labelled as beta or early access are provided "as is" without any warranty, service level, refund or service credit, and may be changed or withdrawn at any time.

6. Customer Obligations

6.1

The Customer will:

co-operate with CaravelIQ, and ensure that its personnel co-operate, in all matters relating to the Services;
promptly provide accurate and complete information, configuration details and access that CaravelIQ reasonably needs to provide the Services, and remain responsible for the accuracy of that information;
comply with all laws and regulations that apply to its use of the Services, including telecommunications, marketing, consumer protection, privacy and data protection laws;
ensure that its Authorised Users use the Services only in accordance with this Agreement, and remain responsible for every act and omission of its Authorised Users as if they were its own;
obtain and maintain all licences, consents, permissions and notices needed for CaravelIQ and its providers to perform the Services, including the consent of each Recipient to receive messages where the law requires it;
be solely responsible for procuring and maintaining its own network connections, devices and systems, and for all problems, delays and failures arising from them;
keep its own copies of information it provides to CaravelIQ, and of Customer Data it needs, using the export tools in the Platform; and
keep the contact details of its Recipients accurate and up to date.

6.2

Account security. The Customer is responsible for keeping its Authorised Users' credentials confidential, for configuring user roles and permissions appropriately, and for all activity carried out under its accounts. The Customer must notify CaravelIQ promptly of any actual or suspected unauthorised access to, or use of, its accounts or the Services.

6.3

Restrictions. Except as permitted by law that cannot be excluded by agreement, the Customer will not, and will not allow any person to:

copy, modify, frame, mirror, republish, download, transmit or distribute any part of the Platform or its software;
reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;
access or use the Platform to build a competing product or service, or to benchmark it for publication;
sell, resell, rent, lease, sublicense, assign or otherwise make the Services available to any third party other than its Authorised Users, or use the Services to provide services to third parties, unless the Order Form expressly permits it;
attempt to obtain, or help any person to obtain, unauthorised access to the Platform or to another customer's data;
introduce Malicious Code into the Platform, or interfere with or disrupt its integrity or performance; or
carry out penetration testing, vulnerability scanning or load testing on the Platform without CaravelIQ's prior written approval.

6.4

Suitability. The Customer is solely responsible for deciding whether the Services are suitable for its purposes, including the types of data it stores on the Platform and the procedures it uses to communicate with its people during an incident.

6.5

Customer delays. If CaravelIQ's performance is delayed or prevented by the Customer's acts or omissions, or by inaccurate or late information or instructions from the Customer, CaravelIQ is not liable for the delay. CaravelIQ may charge the Customer for any additional work and costs this causes, at its then-current rates.

7. Acceptable Use and Messaging Compliance

7.1

The Platform is designed for critical event management and operational resilience. The Customer will use the Services only for lawful purposes and in accordance with CaravelIQ's Acceptable Use Policy and SMS Messaging Compliance requirements, which form part of this Agreement.

7.2

The Customer must not use the Platform to send unsolicited marketing messages (spam), or to access, store, send or distribute any material that:

is unlawful, harmful, threatening, defamatory, obscene, harassing or discriminatory;
facilitates illegal activity or promotes violence;
infringes any person's Intellectual Property Rights or privacy; or
breaches telecommunications laws or carrier rules, including the US Telephone Consumer Protection Act (TCPA), 10DLC registration requirements and equivalent rules in other countries.

7.3

The Customer is responsible for honouring opt-out requests from Recipients and for meeting any registration, sender identification or content requirements that carriers or regulators impose on its messages.

7.4

CaravelIQ may, without liability and without affecting its other rights, block, remove or disable access to any message or material that it reasonably believes breaches this Section 7, and may suspend the Services under Section 17.

8. Service Dependencies and Life-Safety Notice

8.1

Third-Party Networks. Messages sent through the Platform are carried over Third-Party Networks that are independent of CaravelIQ and outside its control. CaravelIQ is not responsible for any message, call or notification that is delayed, filtered, blocked, altered, lost or not delivered because of a Third-Party Network, a Recipient's device, settings, coverage or service provider, or the internet. The Customer acknowledges that messaging services are subject to limitations, delays and failures that are inherent in those networks.

8.2

Not an emergency service. The Platform is a communication tool. It is not an emergency service, a fire alarm, a life-safety system or a monitored alarm service. It does not connect to, and does not replace, the police, fire, ambulance or other emergency services (for example 911, 999 or 112), building alarms, public address systems or any other primary safety measure.

8.3

Supplementary use only. The Customer must use the Platform only as a supplement to its own emergency, safety and business continuity procedures. The Customer is responsible for maintaining independent and redundant means of raising alarms, contacting emergency services and communicating with its people, and for deciding who is notified, when and how.

8.4

No guarantee of outcome. CaravelIQ does not guarantee that any message will be sent, delivered, received, read, understood or acted upon, or that it will arrive within any particular time. CaravelIQ does not guarantee that the use of the Services will prevent, reduce or mitigate any emergency, injury, loss or damage. Section 15.3 applies to all such matters.

8.5

Third-party terms. Where a messaging channel is supplied through a third-party provider, the Customer must also comply with that provider's applicable usage rules, which CaravelIQ will make available on request.

9. Customer Data and Data Protection

9.1

Ownership. As between the parties, the Customer owns all right, title and interest in Customer Data. The Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data, and for having the right to provide it to CaravelIQ.

9.2

Licence to CaravelIQ. The Customer grants CaravelIQ and its providers a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as necessary to provide, secure and support the Services and to comply with law.

9.3

Roles. For personal data contained in Customer Data, the Customer is the controller and CaravelIQ is the processor. The Customer decides the purposes and means of processing. CaravelIQ will process that personal data only on the Customer's documented instructions, in accordance with the Data Processing Agreement, which forms part of this Agreement.

9.4

Lawful basis. The Customer warrants that it has, and will maintain, all notices, consents and lawful bases needed for the transfer of personal data to CaravelIQ and its sub-processors, and for the processing of that personal data under this Agreement.

9.5

Security. CaravelIQ will maintain appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, as described in the DPA. CaravelIQ will notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data, as set out in the DPA.

9.6

Sub-processors. The Customer gives CaravelIQ general authorisation to engage sub-processors, including hosting providers and messaging providers. To deliver messages worldwide, CaravelIQ may add or replace sub-processors, including regional messaging providers used only for traffic to or within their region. The Customer may request CaravelIQ's current list of sub-processors at any time through its account manager. CaravelIQ will inform the Customer before a new sub-processor begins handling Customer Data, and the Customer may object on reasonable data protection grounds, as set out in the DPA.

9.7

Data location. Unless otherwise agreed in an Order Form, Customer Data is hosted in the United Kingdom. Messages may pass through Third-Party Networks in other countries in order to reach Recipients located there. Where personal data is transferred internationally, CaravelIQ will use a transfer mechanism recognised by applicable data protection law.

9.8

Loss of data. If Customer Data is lost or damaged, the Customer's sole and exclusive remedy is for CaravelIQ to use commercially reasonable efforts to restore it from the latest backup maintained by CaravelIQ. CaravelIQ is not responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer, its Authorised Users or any third party not engaged by CaravelIQ.

9.9

Usage data. CaravelIQ may collect and use technical and usage information about the operation of the Platform, and aggregated data that does not identify the Customer or any individual, to operate, secure, maintain and improve its services.

10. Fees and Payment

10.1

The Customer will pay the Fees set out in the Order Form. Unless the Order Form says otherwise, subscription Fees are invoiced annually in advance at the start of each Contract Year, and Usage Charges are invoiced monthly in arrears or deducted from prepaid credits.

10.2

Invoices are payable within thirty (30) days of the invoice date, in the currency stated on the invoice, without set-off, deduction or withholding except as required by law. If a dispute relates only to part of an invoice, the Customer must pay the undisputed part by the due date.

10.3

Fees exclude all sales, use, value added, goods and services, withholding and similar taxes, which the Customer will pay in addition, except for taxes on CaravelIQ's net income.

10.4

Late payment. Overdue amounts bear interest at the lower of 1.5% per month and the highest rate permitted by law, from the due date until paid. If any amount is more than fifteen (15) days overdue, CaravelIQ may, after giving written notice, suspend the Services until all overdue amounts are paid. The Customer will reimburse CaravelIQ's reasonable costs of collecting overdue amounts.

10.5

Third-party costs. Usage Charges reflect charges made by carriers and messaging providers. CaravelIQ may change Usage Charges on thirty (30) days' written notice where those third-party charges, or taxes or regulatory fees on messaging, increase.

10.6

Additional work. Work requested by the Customer that falls outside the Order Form, or that is caused by the Customer's changes in requirements or by the Customer failing to perform its own responsibilities, will be charged at CaravelIQ's then-current rates.

10.7

No other refunds. Except for the refunds and service credits set out in Section 11, all Fees are non-cancellable and non-refundable.

11. Critical Errors, Refunds and Service Credits

11.1

Reporting. If the Customer believes a Critical Error has occurred, it must report it immediately through the support channels described in Exhibit A, with enough detail for CaravelIQ to investigate. CaravelIQ will respond and work to provide a Fix or Workaround in accordance with Exhibit A. Refunds and service credits are available only for Critical Errors.

11.2

Option 1: service credit where the Customer continues. Where a Critical Error occurs and the Customer continues to use the Services, CaravelIQ will refund the Customer for the hours during which the Platform was unusable, calculated as follows:

Hourly Rate = Annual Fee ÷ 365 ÷ 24;
Downtime Hours = the number of full hours from the Notice Time until the time CaravelIQ makes a Fix or Workaround available; and
Service Credit = Hourly Rate × Downtime Hours.

Example: where the Annual Fee is $36,500, the Hourly Rate is $36,500 ÷ 365 ÷ 24 = $4.1667. If a Fix or Workaround is made available 6 full hours after the Notice Time, the Service Credit is $4.1667 × 6 = $25.00.

The Customer must request a Service Credit in writing within thirty (30) days after the Fix or Workaround is made available. CaravelIQ will pay it as a refund within thirty (30) days of the request or, if the Customer prefers, as a credit against the next invoice. No Service Credit is payable for any period before the Notice Time.

11.3

Option 2: termination where a Critical Error is not fixed within 30 days. If CaravelIQ has not made a Fix or Workaround available within thirty (30) days after the Notice Time, the Customer may terminate this Agreement by written notice given within thirty (30) days after the end of that 30-day period. Termination takes effect automatically on CaravelIQ's receipt of that notice, without any further action by either party. In that case:

CaravelIQ will refund the subscription Fees the Customer has prepaid for the period from the Notice Time to the end of the then-current Initial Term or Renewal Term, within thirty (30) days after termination;
no Service Credit is payable under Section 11.2 for the same period, and any Service Credit already paid for that period will be deducted from the refund;
Usage Charges, set-up fees, professional services fees and third-party costs are not refundable, and all Fees for the period before the Notice Time remain payable; and
the refund under this Section 11.3 is the only amount due from CaravelIQ to the Customer, and CaravelIQ is released from any further payment or other obligation to the Customer arising from the Critical Error or the termination.

If the Customer does not give notice of termination within the time allowed, the Customer is treated as having chosen to continue under Section 11.2, and Service Credits continue to accrue until the Fix or Workaround is made available.

11.4

Conditions. Refunds and Service Credits are not available: (a) for incidents caused by an Excluded Cause; (b) while any undisputed Fees are overdue; or (c) where the Customer has not co-operated with CaravelIQ as required by Exhibit A.

11.5

Sole and exclusive remedy. The refunds and service credits in this Section 11 are the Customer's sole and exclusive remedy, and CaravelIQ's entire liability, for any Critical Error, any failure to meet the response or resolution targets in Exhibit A, and any unavailability, defect or failure of the Services. All refunds and Service Credits count towards the limit on liability in Section 15.4.

12. Intellectual Property

12.1

CaravelIQ and its licensors own all Intellectual Property Rights in the Platform, the Services, the Documentation and the CampanaOne name and brand, together with all improvements and derivative works, however created. Except for the limited rights expressly granted in Section 5.2, this Agreement does not grant the Customer any rights in them.

12.2

The Customer owns all Intellectual Property Rights in Customer Data, subject to the licence granted in Section 9.2.

12.3

If the Customer or its Authorised Users give CaravelIQ suggestions, ideas or other feedback about the Services, CaravelIQ may use them freely and without any obligation to the Customer.

12.4

The Customer warrants that no Customer Data, and no material it provides to CaravelIQ, infringes any third party's Intellectual Property Rights.

13. Confidentiality

13.1

"Confidential Information" means all information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential, including the terms of this Agreement, pricing, product plans, security information and Customer Data.

13.2

Each party will keep the other's Confidential Information confidential, use it only to perform or receive the Services, and disclose it only to its employees, officers, advisers, subcontractors and providers who need to know it for that purpose and who are bound by obligations of confidentiality at least as protective as this Section 13.

13.3

This Section 13 does not apply to information that: (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information where required by law, court order or a regulator, after giving the other party prompt notice where lawful.

13.4

The obligations in this Section 13 continue for five (5) years after this Agreement ends, and for trade secrets and Customer Data, for as long as the information remains confidential.

14. Warranties and Disclaimers

14.1

Mutual warranties. Each party warrants that it is duly organised and has full power and authority to enter into and perform this Agreement.

14.2

Limited service warranty. CaravelIQ warrants that it will perform the Services with reasonable skill and care. The Customer's sole and exclusive remedy for breach of this warranty is for CaravelIQ to re-perform the non-conforming Services or to provide a Fix or Workaround, together with the remedies in Section 11 where the breach is a Critical Error.

14.3

Customer warranties. The Customer warrants that: (a) it has all rights, consents and permissions needed to provide Customer Data to CaravelIQ and to send messages to its Recipients; (b) its use of the Services will comply with this Agreement and all applicable laws; and (c) all information it gives CaravelIQ is accurate and complete.

14.4

Disclaimer. Except for the express warranties in this Section 14, the Services, the Platform and the Documentation are provided "as is" and "as available". To the maximum extent permitted by law, CaravelIQ and its providers disclaim all other warranties, conditions and terms, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement and accuracy, and any warranties arising from course of dealing or usage of trade.

14.5

Without limiting Section 14.4, CaravelIQ does not warrant that: (a) the Services will be uninterrupted, timely, secure or error-free; (b) any message will be delivered, received, read or acted upon, or delivered within any particular time; (c) the Services will meet the Customer's requirements or achieve any intended outcome; (d) the Services will prevent or mitigate any emergency, injury, death, loss or damage; or (e) all errors will be corrected.

14.6

No statement made by any CaravelIQ employee, agent or reseller, and no marketing material, proposal or demonstration, creates any warranty unless it is set out in this Agreement.

15. Limitation of Liability

15.1

Commercial basis. The Fees have been set on the basis of the allocation of risk in this Agreement, including the limits and exclusions in this Section 15. Without them, CaravelIQ would not provide the Services at those Fees.

15.2

Liability that cannot be excluded. Nothing in this Agreement limits or excludes any liability that cannot lawfully be limited or excluded, including liability for fraud. Every other limit and exclusion in this Agreement applies to the maximum extent permitted by law.

15.3

No liability for outcomes of use. CaravelIQ is not liable for any death, personal injury, damage to or loss of property, environmental damage, business interruption, or any other loss, damage, cost or claim arising out of or in connection with any emergency, incident or event about which messages were, or could have been, sent through the Services, or arising from any message being delayed, not sent, not delivered, not received, not read, misunderstood or not acted upon, whatever the cause.

For example, if a fire breaks out in a building and a message the Customer sends through the Platform does not reach the Customer's security team, or reaches it late, CaravelIQ is not liable for any injury, loss of life, damage to the building or its contents, or any other loss that results, whatever the amount claimed. Protecting lives and property remains the responsibility of the Customer and of the emergency services, as explained in Section 8.

15.4

Overall cap. Subject to Section 15.2, CaravelIQ's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity or otherwise, will not exceed the subscription Fees actually paid by the Customer in the twelve (12) months immediately before the event giving rise to the first claim. Refunds and Service Credits under Section 11 count towards this cap.

15.5

Excluded losses. Subject to Section 15.2, CaravelIQ will not be liable for any: (a) loss of profits, revenue, business, contracts, goodwill or anticipated savings; (b) loss or corruption of data (except as provided in Section 9.8); (c) wasted management or staff time; (d) cost of substitute services; (e) indirect, incidental, special, consequential, exemplary or punitive loss or damage; or (f) claims made against the Customer by third parties, in each case however caused and even if CaravelIQ was told such loss was possible.

15.6

Time limit for claims. The Customer must bring any claim against CaravelIQ within one (1) year after the date on which the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to it, to the extent the law allows such a limit.

15.7

The limits and exclusions in this Section 15 also protect CaravelIQ's affiliates, officers, employees, subcontractors and providers. The Customer agrees not to bring any claim against them personally in respect of the Services.

16. Indemnity

16.1

The Customer will defend, indemnify and hold harmless CaravelIQ, its affiliates and their respective officers, members, employees, agents, subcontractors and providers (the "Indemnified Parties") from and against all claims, demands, actions, proceedings, fines, penalties, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

Customer Data, or the content, timing, recipients or purpose of any message sent through the Customer's accounts;
the Customer's or its Authorised Users' use or misuse of the Services, or any breach of this Agreement, the Acceptable Use Policy or the SMS Messaging Compliance requirements;
any breach of law by the Customer or its Authorised Users, including telecommunications, anti-spam, consumer protection, privacy and data protection laws, and any lack of consent from Recipients;
any claim by a Recipient, employee, contractor, visitor, insurer or other third party relating to any emergency, incident or event about which messages were, or could have been, sent through the Services, including claims for death, personal injury or damage to property;
any claim that Customer Data, or material provided by the Customer, infringes a third party's Intellectual Property Rights or other rights; and
any fines or charges imposed on CaravelIQ by a carrier, provider or regulator because of the Customer's messages or conduct.

16.2

Procedure. CaravelIQ will notify the Customer of any claim covered by Section 16.1 within a reasonable time, although a delay in notice relieves the Customer of its obligations only to the extent the delay materially prejudices its defence. The Customer may control the defence with counsel reasonably acceptable to CaravelIQ. The Customer must not settle any claim in a way that admits fault by, or imposes any obligation on, an Indemnified Party without CaravelIQ's prior written consent. CaravelIQ may take part in the defence with its own counsel at its own cost.

16.3

The Customer's obligations under this Section 16 are not subject to the limits in Section 15.

17. Suspension and Termination

17.1

Suspension. CaravelIQ may suspend all or part of the Services, without liability, if: (a) undisputed Fees are overdue as described in Section 10.4; (b) CaravelIQ reasonably believes the Customer or its Authorised Users are in breach of Section 6.3 or Section 7; (c) a carrier, provider or regulator requires it; or (d) suspension is reasonably necessary to protect the security or integrity of the Platform or other customers. CaravelIQ will give notice where reasonably practicable and will restore the Services promptly once the cause has been resolved.

17.2

Material breach. Either party may terminate this Agreement by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within thirty (30) days after receiving written notice giving full details of the breach. A Critical Error is dealt with exclusively under Section 11 and is not a ground for termination under this Section 17.2.

17.3

Insolvency. Either party may terminate this Agreement immediately by written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, trustee, administrator or similar officer appointed over any of its assets, becomes the subject of any bankruptcy, liquidation or dissolution proceeding that is not dismissed within sixty (60) days, or suffers any equivalent event in any jurisdiction.

17.4

Sanctions and law. CaravelIQ may terminate this Agreement immediately by written notice if continuing to provide the Services would breach any law, sanctions or export control regulation applicable to CaravelIQ.

17.5

Early termination by the Customer. If this Agreement is terminated for any reason other than CaravelIQ's uncured material breach under Section 17.2, CaravelIQ's insolvency under Section 17.3, or a Critical Error under Section 11.3, all subscription Fees for the remainder of the then-current Initial Term or Renewal Term become immediately due and payable. Where the Fees reflected a discount for a multi-year commitment, CaravelIQ may also invoice the difference between the discounted Fees and its standard Fees for the period already provided.

18. Effect of Termination

18.1

When this Agreement ends: (a) all rights and licences granted to the Customer end and the Customer must stop using the Services; (b) the Customer must pay all Fees accrued or due up to the date of termination, together with any amounts due under Section 17.5; and (c) each party must return or destroy the other's Confidential Information, subject to Section 18.2.

18.2

Customer Data. For thirty (30) days after this Agreement ends, the Customer may export its Customer Data using the Platform's export tools or ask CaravelIQ for a copy in a standard format. After that period, CaravelIQ will delete Customer Data in accordance with the DPA, except where the law requires it to be kept, and except for copies in backups, which will be deleted in the normal backup cycle.

18.3

Termination does not affect any rights, remedies or liabilities of either party that accrued before termination.

19. Surviving Terms

The following provisions survive the expiry or termination of this Agreement and continue in full force, together with any other provision that by its nature is intended to survive:

Section 1 (Definitions) and Section 2 (Agreement Structure and Order of Precedence);
Section 6.3 (Restrictions), for as long as the Customer holds any part of the Platform or Documentation;
Section 8 (Service Dependencies and Life-Safety Notice);
Section 9 (Customer Data and Data Protection) and the Data Processing Agreement, for as long as CaravelIQ holds Customer Data;
Section 10 (Fees and Payment), for all Fees accrued or payable up to termination;
Section 11.3 (refund on termination) and Section 11.5 (Sole and exclusive remedy);
Section 12 (Intellectual Property);
Section 13 (Confidentiality), for the period stated in Section 13.4;
Section 14 (Warranties and Disclaimers);
Section 15 (Limitation of Liability);
Section 16 (Indemnity);
Section 17.5 (Early termination by the Customer), Section 18 (Effect of Termination) and this Section 19;
Section 21 (Governing Law and Disputes); and
Section 22 (General) and Section 23 (Notices and Contact).

20. Force Majeure

20.1

CaravelIQ is not liable for any failure or delay in performing its obligations caused by events beyond its reasonable control. These include acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil disorder, cyber-attacks by third parties (including denial-of-service attacks), failures of Third-Party Networks, failures or outages of hosting, cloud or utility providers, power failures, labour disputes, and acts of government, regulators or carriers.

20.2

CaravelIQ will use reasonable efforts to reduce the effect of such an event and to resume performance as soon as reasonably practicable. Force majeure does not excuse the Customer's obligation to pay Fees.

21. Governing Law and Disputes

21.1

Governing law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), is governed by the laws of the State of New Mexico, USA, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2

Negotiation first. Before starting court proceedings, a party must give the other written notice of the dispute. Senior representatives of both parties will then meet, in person or by video, and try in good faith to resolve it within thirty (30) days of the notice.

21.3

Courts of New Mexico. If the dispute is not resolved under Section 21.2, it will be decided exclusively by the state or federal courts located in Bernalillo County, New Mexico, USA. Each party irrevocably submits to the jurisdiction of those courts and waives any objection to venue there, including any objection that the forum is inconvenient.

21.4

Urgent relief. Nothing in this Section 21 prevents CaravelIQ from seeking urgent injunctive or other equitable relief, or from bringing proceedings to recover unpaid Fees, in any court of competent jurisdiction.

21.5

Jury waiver. To the extent permitted by law, each party waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.

22. General

22.1

Variation. No amendment or waiver of this Agreement is effective unless it is in writing and signed by authorised representatives of both parties. CaravelIQ may update this standard template from time to time. Updates do not change an executed Agreement, and for Customers on this standard template, they apply from the start of the next Renewal Term.

22.2

Assignment. The Customer may not assign or transfer this Agreement without CaravelIQ's prior written consent. CaravelIQ may assign this Agreement to an affiliate or to a successor to all or substantially all of its business or assets, on written notice to the Customer.

22.3

Waiver. A failure or delay in exercising any right is not a waiver of that right.

22.4

Severability. If any provision of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of this Agreement remains in full force.

22.5

Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

22.6

No third-party rights. Except for the Indemnified Parties under Section 16 and the persons referred to in Section 15.7, no one other than the parties has any right to enforce any term of this Agreement.

22.7

Export and sanctions. The Customer will not use or allow the Services to be used in breach of any export control or sanctions laws, or by any person or in any country subject to those laws.

22.8

Counterparts and electronic signature. This Agreement and any Order Form may be signed electronically and in counterparts, each of which is an original.

22.9

Interpretation. Headings are for convenience only. The words "including" and "for example" do not limit the words that come before them.

23. Notices and Contact

23.1

Formal notices under this Agreement, including notices of non-renewal, breach and termination, must be in writing and sent by email to compliance@caraveliq.com and by courier or recorded post to CaravelIQ LLC, 1209 Mountain Road Pl NE, Suite R, Albuquerque, NM 87110, USA. Notices to the Customer will be sent to the address and email in the Order Form, or as later updated by written notice.

23.2

A notice is treated as received: if emailed, at the time of sending, provided no delivery failure message is received (or, if sent outside business hours at the place of receipt, at 9:00 am on the next business day); and if sent by courier or recorded post, on the date of signed delivery.

23.3

Incident reports and support requests are not formal notices and must be raised as described in Exhibit A.

For questions about this Agreement, please visit our Contact Page or email compliance@caraveliq.com.

CaravelIQ LLC | 1209 Mountain Road Pl NE, Suite R, Albuquerque, NM 87110, USA

A1. Scope

This Exhibit sets out how the Customer reports incidents affecting the Platform, how CaravelIQ classifies them by severity, the times within which CaravelIQ aims to respond and to provide a Fix or Workaround, and the remedies that apply.

A "Response" means a reply from a member of CaravelIQ's support team (not an automated acknowledgement) confirming that the incident has been received, giving a reference and the assigned severity, and starting work on it.

A2. How to Report an Incident

A2.1

The Customer must report incidents through the support channels given in its Order Form or onboarding materials. Reports should be made by the Customer's administrators or designated support contacts.

A2.2

Each report should include a description of the problem, the users, divisions, channels or campaigns affected, the time it started, any error messages, and the steps needed to reproduce it.

A2.3

Where CaravelIQ detects an incident itself, it will notify the Customer, and the time of that notice is the Notice Time.

A3. Severity Levels

Severity	Definition	Examples
High	The Platform cannot be used for its core purpose, or the security or confidentiality of Customer Data is affected.	Authorised Users cannot sign in to the Platform. Customer Data is visible to, or being shared with, someone who is not authorised to see it (including another customer). Any security incident affecting the Platform or Customer Data. No messages can be sent through any enabled channel.
Medium	A major function is impaired or significantly degraded, but the Platform can still be used to send messages.	Scheduled messages do not send at their scheduled time, but messages sent immediately work. Delivery reports or live campaign status stop updating. Auto-resend to non-responders does not trigger. Recipient responses (for example keypress or reply responses) are not being recorded. Contact imports fail, or static or dynamic groups cannot be edited. Sign-in fails for some users or one division only, while others can still sign in. Messages are consistently queued for much longer than normal before being sent. The mobile app cannot send messages, while the web application can.
Low	A single channel, a minor function or a non-critical feature is affected, or the problem is cosmetic, and other means remain available.	One channel (modality) fails, for example SMS, while other channels such as voice and email continue to work. CSV or PDF report exports fail or are formatted incorrectly. Charts or analytics dashboards display incorrectly. Branding, logo or email styling does not display as configured. Translation or text errors in the user interface. A non-essential feature or setting does not work, but a workaround exists. Questions about how to use the Platform, and documentation errors.

A3.1

CaravelIQ will assign the severity, acting reasonably and taking into account the Customer's description. CaravelIQ may change the severity as more information becomes available, and the Customer may ask for the severity to be reviewed.

A3.2

Only a High severity incident that meets the definition of a Critical Error qualifies for the refunds and Service Credits in Section 11 of the Agreement. Security incidents and personal data breaches are handled under Section 9 of the Agreement and the DPA.

A4. Response and Resolution Targets

Severity	Support hours	Response	Fix or Workaround
High	24 hours a day, 7 days a week	Within 1 hour	Within 3 hours
Medium	Business Hours	Within 1 Business Hour	Within 1 Business Day
Low	Business Hours	Within 1 Business Hour	Within 3 Business Days

A4.1

All times are measured from the Notice Time. For High severity incidents, the clock runs continuously, 24 hours a day, 7 days a week. For Medium and Low severity incidents, only Business Hours are counted, and an incident reported outside Business Hours is treated as received at the start of the next Business Hours period. A Workaround satisfies the target, and CaravelIQ will then continue to work on a permanent Fix with the priority it reasonably considers appropriate.

A4.2

The targets are paused for any period during which CaravelIQ is waiting for information, access or action from the Customer.

A4.3

CaravelIQ will use commercially reasonable efforts to meet these targets. A failure to meet a target is not a breach of the Agreement. The Customer's only remedies are those set out in paragraph A5 and Section 11 of the Agreement.

A5. Remedies

Severity	Remedy
High	Updates to the Customer at least every 2 hours until a Fix or Workaround is available, and a written incident summary on request. Where the incident is a Critical Error: a Service Credit for each full hour from the Notice Time until the Fix or Workaround (Section 11.2), and, if it is not fixed within 30 days of the Notice Time, the right to terminate with a pro-rata refund (Section 11.3).
Medium	Escalation to CaravelIQ's engineering team, updates at least once every Business Day until resolved, and a root-cause summary on request. No Service Credit or refund applies.
Low	A Fix or Workaround, which may be delivered in a scheduled release, with updates on request. No Service Credit or refund applies.

A6. Maintenance

A6.1

CaravelIQ will give at least 48 hours' notice of planned maintenance that is expected to make the Platform unavailable, and will schedule it, where reasonably practicable, during periods of low usage.

A6.2

Emergency maintenance may be carried out at any time, with as much notice as is reasonably practicable.

A7. Exclusions

The response and resolution targets, Service Credits and refunds do not apply to any incident, unavailability or failure caused by or arising from any of the following (each an "Excluded Cause"):

Third-Party Networks, including carriers, mobile networks, email providers and push notification services, or a Recipient's device, settings, coverage or service provider;
the Customer's or its Authorised Users' acts or omissions, including incorrect configuration, inaccurate contact data, misuse, or use contrary to the Documentation or this Agreement;
the Customer's own systems, networks, devices, identity providers or internet connection;
planned or emergency maintenance carried out in accordance with paragraph A6;
suspension of the Services in accordance with Section 17.1 of the Agreement;
force majeure events described in Section 20 of the Agreement, including outages of hosting or cloud providers that are beyond CaravelIQ's reasonable control;
messages blocked or filtered by carriers or regulators because of their content, sender registration status or the Customer's compliance obligations;
trials, beta or early access features, or integrations and software not supplied by CaravelIQ; and
use of the Services beyond the limits set out in the Order Form.

A8. Customer Responsibilities

To receive support under this Exhibit, the Customer will: provide named support contacts who are available while an incident is being worked on; give CaravelIQ the information, access and co-operation it reasonably requests; help reproduce the problem where possible; and apply any Workaround or configuration change that CaravelIQ reasonably recommends.

A9. Service Levels Depend on Resources

A9.1

The response and resolution targets in this Exhibit are based on the support workforce, staffing levels, engineering capacity and other resources that CaravelIQ allocates to its standard service.

A9.2

Any change to these targets, such as shorter response or resolution times, extended support hours, a named or dedicated support engineer, or bespoke reporting, requires CaravelIQ to change the resources allocated to the Customer. Such changes are available only by written agreement in an Order Form and may result in additional Fees for the Customer.