Master Services Agreement

This Master Services Agreement ("Agreement") is the standard form Driftwise LLC ("Driftwise") uses to engage with customer organizations. The published version below reflects the current template; the effective date for any specific signed instance of this Agreement is the date of last signature on the signature page. By signing this Agreement and an accompanying Order Form, Driftwise and the customer organization identified on the Order Form ("Customer") become bound by these terms.

1. Definitions

Capitalized terms used in this Agreement have the meanings given below or where defined elsewhere in this Agreement.

• "Authorized User" means an individual employee, contractor, or designee of Customer who is authorized by Customer to access the Services using credentials issued under Customer's account.
• "Customer Data" means any data, content, or information submitted by Customer or its Authorized Users to the Services, including asset and corridor records, status updates, photos, notes, location data, and metadata. Customer Data does not include data submitted by members of the public through public mobile reports or aggregated, non-identifying data derived from use of the Services.
• "Confidential Information" means non-public business or technical information disclosed by one Party to the other that is marked confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure.
• "Documentation" means the standard product documentation Driftwise makes generally available for the Services.
• "Order Form" means an ordering document executed by both Parties (whether titled "Order Form," "Statement of Work," or similar) that describes the Services subscribed to, fees, term, and any specific commitments. The form attached as Schedule A is the template Order Form.
• "Personal Information" means information about an identified or identifiable natural person that is included in Customer Data and is subject to one or more applicable privacy laws.
• "Public Terms" means the Driftwise Terms of Use and Privacy Policy available at driftwise.co/terms and driftwise.co/privacy, as updated from time to time.
• "Services" means the Driftwise software-as-a-service products identified in an Order Form, including the Driftwise Portal web application, the Driftwise Mobile application, and any maps, status feeds, widgets, APIs, and supporting components Driftwise provides as part of the subscription.
• "Subscription Term" means the term of a subscription as set out in the applicable Order Form.

2. Services and Order Forms

2.1 Services. Subject to the terms of this Agreement, Driftwise will provide the Services to Customer during the Subscription Term. Driftwise grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services during the Subscription Term solely for Customer's internal business purposes and in accordance with the Documentation, the Order Form, and the Public Terms.

2.2 Order Forms. Each Order Form is governed by this Agreement. In the event of a conflict between an Order Form and this Agreement, the Order Form controls solely with respect to the matter expressly addressed in the Order Form. In the event of a conflict between this Agreement and the Public Terms, this Agreement controls.

2.3 Authorized Users. Customer is responsible for the conduct of its Authorized Users and for ensuring that Authorized Users access and use the Services in accordance with this Agreement, the Order Form, and the Public Terms.

3. Customer Data and Use Limitation

3.1 Ownership. As between the Parties, Customer (or its Authorized Users) owns Customer Data.

3.2 License to Driftwise. Customer grants Driftwise a worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Data solely to provide and improve the Services, to comply with law, and to enforce this Agreement.

3.3 Use Limitation. Driftwise will use Customer Data only:

• (a) to provide and support the Services to Customer;
• (b) to detect, prevent, or address service, security, or technical issues;
• (c) in aggregated, de-identified form, to operate, secure, and improve the Services; and
• (d) to comply with applicable law or valid legal process.

Driftwise will not sell Customer Data, and Driftwise will not share Customer Data for cross-context behavioral advertising. To the extent the California Consumer Privacy Act ("CCPA") applies to Personal Information included in Customer Data, Driftwise acts as Customer's "service provider" as defined in the CCPA, and the limitations in this Section 3.3 are intended to satisfy the contractual requirements applicable to service providers under the CCPA. The same limitations apply with respect to other U.S. state privacy laws to the extent applicable.

3.4 Public Reports. Reports submitted by members of the public through the Driftwise Mobile application are governed by the Public Terms. Where Customer is the managing organization for a corridor or asset that is the subject of a public report, Customer may use the report content and the submitter's account contact information only as permitted by the Public Terms, and the use limitations and security obligations in this Agreement apply to that information as if it were Personal Information included in Customer Data.

4. Security

4.1 Security Program. Driftwise will maintain a written information security program designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. The program includes, at a minimum, encryption of Customer Data in transit, role-based access controls, routine logging and monitoring, secure software development practices, and periodic review of the program's effectiveness.

4.2 Personnel. Driftwise personnel with access to Customer Data are subject to confidentiality obligations and receive periodic training on data handling and security practices.

4.3 Customer Audit Information. Upon reasonable written request, and no more than once per twelve-month period, Driftwise will provide Customer with a summary of its then-current security program and any third-party security attestation Driftwise has obtained (for example, a SOC 2 report or equivalent), subject to confidentiality obligations.

5. Sub-processors

5.1 Sub-processor List. The current list of Driftwise sub-processors is published at driftwise.co/sub-processorsand is incorporated into this Agreement by reference.

5.2 Notice of Changes. Driftwise will provide Customer at least thirty (30) days' advance notice before engaging a new sub-processor that processes Personal Information included in Customer Data, by updating the sub-processor list and sending notice to Customer's primary administrative contact.

5.3 Objection. If Customer objects on reasonable data-protection grounds to a new sub-processor within thirty (30) days of notice, the Parties will work in good faith to resolve the objection. If they cannot, Customer may terminate the affected portion of the Services without further charge for the unused, prepaid period.

6. Security Incident Notification

If Driftwise becomes aware of a confirmed unauthorized acquisition, access, or disclosure of Customer Data ("Security Incident"), Driftwise will notify Customer without undue delay, and in any event within seventy-two (72) hours after confirming the Security Incident. The notice will describe, to the extent then known, the nature of the incident, the categories of data affected, the steps Driftwise has taken to mitigate the incident, and the contact information of the Driftwise representative coordinating the response. Driftwise will provide reasonable assistance to Customer in connection with Customer's notification obligations under applicable law.

7. Customer Responsibilities

7.1 Authorized Use. Customer is responsible for (a) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data; (b) preventing unauthorized access to or use of the Services; and (c) compliance with the Public Terms.

7.2 Public Publication. Customer determines what portions of Customer Data are published to public-facing surfaces (for example, public maps and embedded widgets). Customer is responsible for the accuracy and appropriateness of any data so marked for public release.

7.3 Embedded Widgets. If Customer embeds Driftwise widgets on websites it operates, the obligations in Section 6 of the Public Terms apply, including the obligations to provide notice to website visitors and to obtain any consent required by applicable law.

8. Fees and Payment

8.1 Fees. Customer will pay the fees set out in the Order Form. Unless the Order Form states otherwise, fees are invoiced annually in advance and are payable within thirty (30) days of invoice date.

8.2 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes assessed on the Services, other than taxes on Driftwise's net income.

8.3 Late Payment. Undisputed amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

8.4 Suspension. Driftwise may suspend the Services for non-payment after providing Customer at least ten (10) days' prior written notice and an opportunity to cure.

9. Term and Termination

9.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

9.2 Subscription Term. Each Order Form has the Subscription Term set out in the Order Form. Unless the Order Form states otherwise, each Subscription Term automatically renews for successive one-year periods unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

9.3 Termination for Cause. Either Party may terminate this Agreement or any affected Order Form for material breach by the other Party that remains uncured for thirty (30) days after written notice describing the breach.

9.4 Effect of Termination. Upon termination or expiration, (a) Customer's right to access the Services ends; (b) Customer will pay all amounts then due; and (c) the provisions of this Agreement that by their nature should survive (including Sections 3.1, 3.2, 6, 10, 11, 12, 13, 14, and 17) will survive.

10. Return and Deletion of Customer Data

10.1 Export. During the Subscription Term and for thirty (30) days after termination or expiration of the applicable Order Form, Customer may export Customer Data in a commercially reasonable, machine-readable format using the export tools provided in the Services or, where those tools are not sufficient, with Driftwise's reasonable assistance.

10.2 Deletion. Within ninety (90) days after the end of the export period in Section 10.1, Driftwise will delete Customer Data from production systems. Driftwise may retain Customer Data in routine backups for the standard backup-retention period and in archival or audit-log records as required by law or for legitimate business purposes; backups are over-written or expunged in the ordinary course.

11. Confidentiality

Each Party will protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of similar sensitivity, and not less than a reasonable degree of care. Confidential Information may be used and disclosed only as necessary to perform under this Agreement or as required by law. The obligations in this Section do not apply to information that is or becomes publicly available without breach of this Agreement, was already known to the receiving Party without obligation of confidentiality, is independently developed by the receiving Party without use of the disclosing Party's Confidential Information, or is rightfully obtained from a third party without restriction.

12. Warranties; Disclaimers

12.1 Mutual. Each Party represents and warrants that it has the authority to enter into this Agreement.

12.2 Driftwise Warranty. Driftwise warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is, at Driftwise's option, (a) correction of the non-conformity, or (b) termination of the affected Order Form and refund of any pre-paid fees for the unused portion of the Subscription Term.

12.3 Disclaimer. Except as expressly stated in this Agreement, the Services are provided "as is" and "as available." Driftwise disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Driftwise does not warrant that the Services will be uninterrupted or error-free.

13. Limitation of Liability

13.1 Cap. Except for (a) amounts owed under an Order Form, (b) a Party's indemnification obligations, (c) a Party's breach of confidentiality, and (d) Driftwise's breach of Sections 3.3 or 4 (use limitation or security), each Party's total liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to Driftwise under the applicable Order Form in the twelve (12) months preceding the event giving rise to liability.

13.2 Indirect Damages. In no event will either Party be liable for indirect, incidental, special, consequential, or exemplary damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility of such damages.

14. Indemnification

14.1 By Driftwise. Driftwise will defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with this Agreement, infringe any U.S. patent, copyright, or trademark of the third party, and Driftwise will pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement. If the Services are or, in Driftwise's reasonable opinion, may become subject to such a claim, Driftwise may, at its option, (a) procure the right for Customer to continue using the Services, (b) modify the Services so they are non-infringing, or (c) terminate the affected Order Form and refund pre-paid fees for the unused portion of the Subscription Term. Driftwise has no obligation under this Section for any claim arising from Customer Data, Customer's combination of the Services with non-Driftwise products, or Customer's use of the Services in violation of this Agreement.

14.2 By Customer. Customer will defend Driftwise against any third-party claim arising from Customer Data, Customer's use of the Services in violation of this Agreement or applicable law, or Customer's deployment of Driftwise widgets on a website Customer operates (including any failure to satisfy the obligations described in Section 6 of the Public Terms), and Customer will pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement.

14.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim, (b) give the indemnifying Party sole control of the defense and settlement, provided that no settlement requiring an admission of liability or material non-monetary obligation by the indemnified Party may be made without the indemnified Party's consent, and (c) provide reasonable cooperation. Failure to provide prompt notice excuses the indemnifying Party only to the extent of actual prejudice.

15. Insurance

Driftwise will maintain commercial general liability, errors-and-omissions / cyber liability, and workers' compensation insurance with coverage limits appropriate to its operations. Upon reasonable request, Driftwise will provide a certificate of insurance evidencing such coverage.

16. Notices

Notices under this Agreement must be in writing and sent to the addresses set out in the Order Form. Notices to Driftwise must also be copied tolegal [at] driftwise [dot] co. Notice is effective on personal delivery, on confirmed delivery by reputable courier, or three business days after deposit in the U.S. mail (postage prepaid, registered or certified). Operational notices (such as Section 5 sub-processor notices and Section 6 Security Incident notices) may be sent by email to the contacts designated in the Order Form.

17. Governing Law and Venue

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. The state and federal courts located in Wyoming will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and the Parties consent to personal jurisdiction and venue in those courts.

18. Miscellaneous

• Entire agreement. This Agreement, together with the Order Form(s) and the Public Terms incorporated by reference, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior or contemporaneous agreements regarding the same subject matter.
• Amendments. Any amendment to this Agreement must be in writing and signed by both Parties.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties' intent.
• No waiver. A failure to enforce any provision is not a waiver of future enforcement.
• Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other Party.
• Force majeure. Neither Party is liable for delays or failures due to events beyond its reasonable control.
• Independent contractors. The Parties are independent contractors. This Agreement does not create any agency, partnership, or joint venture.
• No third-party beneficiaries. This Agreement is for the benefit of the Parties only and creates no third-party beneficiary rights.
• Counterparts; electronic signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and which together constitute one and the same agreement.

Signatures

Schedule A — Order Form

This Order Form is subject to and incorporated into the Master Services Agreement between Driftwise LLC and the Customer identified below. Capitalized terms used in this Order Form have the meanings given in the Agreement.

Customer Information

• Customer legal name: __________________________
• State of formation / type of entity: __________________________
• Notice address: __________________________
• Billing contact (name / email / phone): __________________________
• Administrative contact (name / email / phone) — also receives sub-processor and Security Incident notices: __________________________
• Technical contact (name / email / phone): __________________________

Subscribed Services

• ☐ Driftwise Portal — number of seats: _______
• ☐ Driftwise Mobile (public-facing maps and reports for Customer's managing area)
• ☐ Embedded Widgets — domains permitted: _______
• ☐ Other: __________________________

Term

• Initial Subscription Term start date: __________________________
• Initial Subscription Term end date: __________________________
• Renewal: ☐ Auto-renew annually    ☐ Manual renewal

Fees

• Total fees for the Initial Subscription Term: $__________________________
• Billing cadence: ☐ Annual in advance    ☐ Other: _______
• Payment terms: Net thirty (30) days from invoice date, unless otherwise specified: _______

Special Terms

Any provisions in this section that conflict with the Agreement will control solely with respect to the matter expressly addressed.

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By signing the Master Services Agreement above, the Parties also agree to this Order Form.

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