Master Services Agreement

1. Parties, acceptance, and versions

1.1. Parties. This Master Services Agreement (the "Agreement") is between Cream City Solutions LLC, a Wisconsin limited liability company with offices at 1902 N Commerce St, Unit 111, Milwaukee, WI 53212 ("CCS," "we," "us," "our"), and the client identified in a signed Statement of Work that references this Agreement ("Client," "you," "your"). CCS and the Client are each a "party" and together the "parties."

1.2. Acceptance and the governing version. You accept this Agreement by signing an SOW that references it. Each SOW is governed by the version of this Agreement (and of the DPA and, if elected, the SLA) published at creamcity-solutions.com/legal on that SOW's stated effective date (the "SOW Effective Date"). The dates on the signature lines do not change the governing version — the SOW Effective Date controls. Each document states its version number and date; the parties are encouraged to attach copies of (or record the version numbers of) the incorporated documents to each signed SOW. CCS preserves every published version of these documents and will provide any prior version on request. The first SOW Effective Date is this Agreement's "Effective Date."

1.3. Changes to these terms. CCS may update these published terms. For your active SOWs, a material change takes effect at the start of the first monthly billing period that begins at least 30 days after CCS gives you written notice of the change. If you object in writing before the change takes effect, the prior version continues to govern your active SOWs. Fee adjustments are governed by Section 4.7, not this section.

2. Definitions

• "Services" — the software development, hosting, support, and related services CCS provides, as described in each SOW.
• "Platform" — CCS's proprietary software platform, frameworks, libraries, templates, tools, methods, and know-how, including all pre-existing materials and all improvements and enhancements, whenever made (subject to Section 5.1's exclusions).
• "Application" — the specific software product CCS makes available to the Client, built on the Platform and configured for the Client.
• "Deliverables" — any work product CCS delivers to the Client under an SOW.
• "Client Data" — all data, records, files, and content the Client (or its users) submits to, or generates through, the Application, including any personal information.
• "Client Materials" — logos, trademarks, content, and other materials the Client provides to CCS.
• "Statement of Work" / "SOW" — an ordering document signed by both parties describing a specific engagement (scope, fees, timeline, hosting model). A template is published at creamcity-solutions.com/legal/sow-template.
• "Sub-processor" — a third-party service provider CCS engages to develop, host, or operate the Services. Services the Client connects under its own accounts are not Sub-processors (Section 6.3).
• "personal information" — has the meaning given in the Data Processing Addendum ("DPA").

3. How we work together

3.1. Services under SOWs. CCS will provide the Services described in each SOW the parties sign. Each SOW is governed by this Agreement and, once signed, becomes part of it.

3.2. Order of precedence. If documents conflict: (a) for commercial terms (scope, fees, timeline, hosting model) the SOW controls over this Agreement; (b) for legal terms (ownership, liability, confidentiality, data protection) this Agreement controls over the SOW, unless the SOW expressly states it is overriding a specific section of this Agreement and both parties sign it; (c) for the processing of personal information, the DPA controls over this Agreement; and (d) where an SOW elects the SLA, the SLA is incorporated into this Agreement and modifies Sections 9.2, 9.3, and 12.2 to the extent it expressly states.

3.3. Cooperation. The Client will provide timely access to the people, information, approvals, and Client Materials CCS reasonably needs. CCS is not responsible for delays caused by the Client's late inputs.

3.4. Change requests. Either party may request changes to an SOW's scope. Changes take effect only when both parties agree in writing (email is fine), including any effect on fees or timeline.

3.5. Support. Unless an SOW elects the SLA, CCS provides support for the Application on a commercially reasonable efforts basis during CCS's business hours.

4. Fees and payment

4.1. Subscription fees. Unless an SOW says otherwise, the Services are provided for a flat monthly subscription fee stated in the SOW. Fees are billed monthly in advance, in the currency stated in the SOW (U.S. dollars if none is stated).

4.2. One-time and additional fees. An SOW may also include one-time implementation, setup, or professional-services fees, billed as stated in that SOW. One-time fees are earned as the corresponding work is performed or milestone is reached.

4.3. Invoices and payment. Invoices are due within 30 days of the invoice date. Late amounts accrue interest at 18% per annum (1.5% per month), or the maximum rate allowed by applicable law if lower.

4.4. Taxes. Fees are exclusive of taxes. The Client is responsible for all applicable sales, use, and similar taxes, excluding taxes on CCS's net income.

4.5. Suspension. If an undisputed invoice amount is 15 days past due, CCS may, after written notice, suspend the Services until payment is made. CCS may also suspend the Services immediately, with notice as soon as practical, if it reasonably believes (a) the Client's use violates Section 5.7 or the law, (b) suspension is necessary to prevent harm to the Services, other customers, or any person, or (c) a court order or legal demand requires it; CCS will restore service promptly once the cause is resolved. No suspension under this section blocks the Client's read-only and export access to its Client Data, and CCS will not delete Client Data during a good-faith payment dispute. Suspension does not pause fees where the Client caused the suspension.

4.6. Invoice disputes. To dispute an invoice, the Client must notify CCS in writing within 15 days of the invoice date, stating the specific amounts and grounds. Undisputed portions remain payable when due. The parties will resolve disputes promptly and in good faith under Section 15.8.

4.7. Fee adjustments. CCS may adjust the monthly subscription fee once in any 12-month period, on at least 60 days' written notice, by no more than the greater of 7% or the percentage change in the U.S. Consumer Price Index (CPI-U) over the prior 12 months. If a third-party cost of providing the Client's Application (for example, AI provider or infrastructure pricing) increases by more than 20%, CCS may additionally pass through the increase attributable to the Client's Application on 60 days' notice with reasonable documentation. If the Client does not accept an adjustment, it may terminate the affected SOW effective any day before the adjustment takes effect; continuing to subscribe after that date is acceptance. Adjustments under this section are not "material changes" under Section 1.3.

5. Intellectual property and acceptable use

This is the core of how CCS's business works, so it is spelled out carefully.

5.1. CCS owns the Platform, the Application, and the Deliverables. As between the parties, CCS exclusively owns and retains all rights, title, and interest in the Platform, the Application, and the Deliverables — including all frameworks, tooling, templates, methods, know-how, and all improvements, enhancements, and derivatives, whenever made, and regardless of any fee described as an implementation, build, or setup fee. Excluded from CCS's ownership are Client Data, Client Materials, the Client's Confidential Information, and the Client's own business processes, which remain the Client's property; CCS will not incorporate the Client's Confidential Information into offerings for other customers. Nothing in this Agreement transfers ownership of the Platform, Application, or Deliverables to the Client except as Section 5.4 provides.

5.2. License to the Client. For as long as the Client maintains an active, paid subscription, CCS grants the Client a non-exclusive, non-transferable, non-sublicensable license to access and use the Application for the Client's internal business purposes, subject to this Agreement and the applicable SOW.

5.3. The Client owns its data and materials. As between the parties, the Client exclusively owns all Client Data and Client Materials, including its trademarks, brand, and content. The Client grants CCS a limited, worldwide, royalty-free license to host, copy, process, display, and transmit Client Data and Client Materials solely to provide and support the Services.

5.4. Client-specific configuration; custom ownership. Configuration, settings, and branding applied to the Application for the Client are part of the Client's use rights under the license in Section 5.2; the underlying Application and Platform remain CCS's property. If the parties intend the Client to own a specific Deliverable, the SOW must expressly identify that Deliverable and state that CCS assigns it to the Client; the assignment takes effect on full payment of the fees for that Deliverable.

5.5. Feedback. If the Client gives CCS suggestions or feedback about the Services, CCS may use it freely, without obligation or attribution. This section does not grant CCS any rights in the Client's Confidential Information, which remains governed by Section 8.

5.6. Aggregated and de-identified data. CCS may create and use de-identified, aggregated data and usage statistics — de-identified so that there is no reasonable basis to identify the Client or any individual from it — to operate, secure, analyze, and improve the Platform. CCS will not attempt to re-identify such data, will require the same of anyone who receives it, and will not use the Client's personal information this way except as the DPA allows.

5.7. Acceptable use. The Client will not: share login credentials or allow anyone outside its organization to use its accounts; use the Application to violate any law or the rights of others; resell, sublicense, or provide the Application to third parties; probe, overload, or interfere with the security or operation of the Services; or copy, reverse-engineer, or use the Platform to build a competing product. The Client is responsible for the acts of its users and for keeping its credentials secure.

5.8. Open-source components. The Platform and Applications include open-source components licensed under their own terms, which govern those components. CCS warrants that it uses open-source components in accordance with their licenses and does not use components under licenses that would require disclosure of Client Data or of CCS's proprietary code; open-source components are otherwise provided as-is and are excluded from the warranty in Section 9.2 and the indemnity in Section 11.1.

5.9. Non-exclusivity; general skills. CCS works with multiple clients, including businesses in the same industry as the Client, and nothing in this Agreement is exclusive. CCS is free to use the general skills, ideas, concepts, and know-how its people retain in unaided memory from any engagement, so long as CCS does not use or disclose the Client's Confidential Information or Client Data.

6. Hosting, integrations, and AI features

6.1. CCS-hosted (default). Unless an SOW says otherwise, CCS hosts the Application on infrastructure operated by CCS and its Sub-processors, and is responsible for the operation and security of that hosting as described in Section 7.

6.2. Client-hosted (if elected in an SOW). Where an SOW states that the Application will run in the Client's own cloud or infrastructure accounts, the Client is responsible for provisioning, securing, and paying for that infrastructure. In that case, CCS's security and availability obligations are limited to the software CCS provides, and do not extend to infrastructure the Client controls.

6.3. Client-Connected Services. Where the Client connects its own third-party accounts or services to the Application (for example, its accounting, fleet, email, or calendar providers), those are "Client-Connected Services," not Sub-processors. The Client's relationship with each Client-Connected Service is governed by the Client's own agreement with that provider. CCS is not responsible for a Client-Connected Service's security, availability, data practices, or interface changes, and may suspend an integration that breaks or becomes a security risk until it can be repaired. Data sent to a Client-Connected Service leaves CCS's control when it leaves the Application.

6.4. AI features. Some Applications include AI-assisted features, as described in the SOW. AI outputs are generated predictions, not verified facts: CCS does not warrant their accuracy or completeness, and they are not legal, financial, or professional advice. The Client will have a qualified person review AI outputs before relying on them or sending them to third parties, and is responsible for the consequences of its use of them. CCS may change or substitute the AI models and providers behind these features, provided the feature continues to perform materially as described in the SOW. The DPA (Section 2.5) governs personal information used with AI features.

6.5. Beta features. CCS may offer features identified as beta, preview, or experimental. Beta features are optional, provided as-is, excluded from the warranty in Section 9.2 and from any SLA, and may be changed or withdrawn at any time. The Client should not rely on a beta feature for business-critical work.

7. Data protection, security, and privacy

7.1. Ownership. Client Data belongs to the Client (Section 5.3). CCS handles Client Data only to provide the Services and as the Client directs.

7.2. Personal information / DPA. Where CCS processes personal information on the Client's behalf, the Data Processing Addendum (DPA) applies and is incorporated into this Agreement by reference. For Clients subject to Canadian privacy law, the DPA's Canadian addendum also applies and discloses cross-border processing.

7.3. Security. CCS will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data, including access controls, per-customer data isolation appropriate to the Application's architecture, and encryption of data in transit. Further detail is in the DPA's Annex A.

7.4. Sub-processors. CCS uses Sub-processors to develop, host, and operate the Services. CCS remains responsible for its Sub-processors' performance under this Agreement. The current list is published at creamcity-solutions.com/legal/subprocessors. Notice of changes, and the Client's objection and termination rights, are as provided in DPA Section 4.3.

7.5. Security incident notice. CCS will notify the Client as provided in DPA Section 3.5 — without undue delay, and in any event within 72 hours of becoming aware of a confirmed or reasonably suspected breach of security safeguards affecting the Client's personal information — and will reasonably cooperate in the Client's response.

8. Confidentiality

8.1. Confidential Information. Each party may receive the other's non-public business, technical, or financial information ("Confidential Information"). Client Data is the Client's Confidential Information. The receiving party will use Confidential Information only to perform under this Agreement and will protect it with at least reasonable care.

8.2. Exclusions. Confidential Information does not include information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. These exclusions do not apply to personal information in Client Data.

8.3. Compelled disclosure. A party may disclose Confidential Information if legally required, after giving reasonable notice (where lawful) so the other party can seek protection, and disclosing only what is required. For legal demands for Client Data, DPA Section 3.8 also applies.

8.4. Duration. These obligations last during the term and for 3 years afterward; obligations for Client Data last for as long as CCS holds it, and trade secrets remain protected for as long as they qualify as trade secrets under law.

9. Warranties and disclaimers

9.1. Mutual. Each party warrants it has the authority to enter into this Agreement.

9.2. Services warranty. CCS warrants that the Services will perform materially as described in the applicable SOW. To claim under this warranty, the Client must report the defect within 30 days of discovering it. The Client's exclusive remedy is for CCS to re-perform or correct the affected Services at no additional charge; if CCS fails to do so within 30 days of the report (or a longer period the parties agree to), the Client may terminate the affected SOW and receive a refund of fees paid for the affected Services for the period of the failure, which the parties agree is a fair and adequate remedy. No demo, proposal, or pre-contract statement is a warranty; this Agreement and the SOW state the entire warranty.

9.3. Disclaimer. Except as expressly stated, the Services and Platform are provided "AS IS" and CCS disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. CCS does not warrant uninterrupted or error-free operation unless a Service Level Agreement (SLA) is elected in an SOW. The exclusions and limitations in Section 10 apply even if a remedy fails of its essential purpose.

9.4. Client warranties. The Client warrants that: (a) it has the legal right, and all consents and authority required by law, to collect, upload, and have CCS process the Client Data it submits; (b) its use of the Application, and the instructions it gives CCS, comply with the laws that apply to the Client's business — including consumer-protection, debt-collection, transportation, and privacy laws; and (c) it will not submit data it has no right to process. CCS does not and cannot verify the lawfulness of the Client's data practices and relies on this warranty.

9.5. Records and backups. The Application is an operations tool, not the Client's system of legal record. The Client is responsible for verifying any output it uses to meet a legal, regulatory, or financial obligation (including notices, deadlines, mileage, and payroll figures), for maintaining its own periodic exports of Client Data it cannot afford to lose (CCS provides export tools and will assist on request), and for its own record-retention obligations. CCS's backup obligations are those in DPA Annex A.

10. Limitation of liability

10.1. No indirect damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, even if advised of the possibility. Neither party is liable for loss of data, except that CCS is responsible for the direct, reasonable costs of restoring Client Data from available backups where the loss results from CCS's breach of this Agreement or the DPA (such claims are subject to Section 10.4).

10.2. General cap. Except as Sections 10.3 and 10.4 provide, each party's total aggregate liability arising out of this Agreement is limited to the fees paid or payable by the Client in the twelve (12) months before the event giving rise to the claim.

10.3. Uncapped. The limitations in this Section 10 do not apply to: (a) the Client's payment obligations; (b) the Client's indemnification obligation (Section 11.2); (c) CCS's indemnification obligation for IP infringement (Section 11.1); or (d) a party's fraud or willful misconduct.

10.4. Enhanced cap for data and confidentiality claims. For claims arising from a party's breach of Section 8 (confidentiality), Section 7, or the DPA — including a security incident affecting Client Data — the breaching party's total aggregate liability is limited to two times (2×) the cap in Section 10.2, and Section 10.1's exclusion of indirect damages continues to apply. A security incident is not, by itself, a breach of this Agreement if CCS maintained the safeguards the DPA requires.

11. Indemnification

11.1. By CCS. CCS will defend the Client against third-party claims that the Platform or Application, as provided by CCS, infringes that third party's U.S. intellectual property rights, and will pay resulting damages finally awarded or settlement amounts CCS approves. If an infringement claim is made or appears likely, CCS may, at its option: (a) modify or replace the affected part so it is non-infringing while performing materially the same; (b) obtain the right for the Client to continue using it; or (c) if neither is commercially reasonable, terminate the affected SOW and refund prepaid fees for the unused period. This section states the Client's exclusive remedy for infringement and does not cover claims arising from: Client Data or Client Materials; open-source components (Section 5.8); combination of the Services with items not provided by CCS; Client-Connected Services; modifications not made by CCS; or use of the Services in violation of this Agreement.

11.2. By the Client. The Client will defend CCS against third-party claims arising from Client Data, Client Materials, the Client's use of AI outputs, or the Client's use of the Services in violation of this Agreement or applicable law, and will pay resulting damages or approved settlements — except to the extent the claim results from CCS's breach of this Agreement or the DPA, or CCS's negligence or willful misconduct.

11.3. Process. The indemnified party will promptly notify the other of the claim, give reasonable cooperation, and let the indemnifying party control the defense (with counsel of its choice) and settlement, provided no settlement imposes obligations on the indemnified party without its consent.

12. Term and termination

12.1. Term. This Agreement starts on the Effective Date and continues until terminated under this Section 12. Each subscription is month-to-month unless the SOW states a fixed term.

12.2. Termination for convenience. Either party may terminate a subscription or SOW on 30 days' written notice, and may terminate this Agreement itself on the same notice once no SOWs are active. Pre-paid fees for periods after the effective termination date are refunded on a pro-rata basis; one-time fees earned under Section 4.2 are non-refundable.

12.3. Termination for cause. Either party may terminate this Agreement or any SOW if the other materially breaches and does not cure within 30 days of written notice (or immediately for a breach incapable of cure).

12.4. Effect; survival. On termination, the Client's license under Section 5.2 ends (subject to the transition period in Section 13.3) and CCS may disable access to the Application. Sections 4 (for amounts accrued), 5.1, 5.3, 5.5, 5.6, 5.8, 5.9, 7 (for as long as CCS holds Client Data), 8, 9.3, 9.4, 9.5, 10, 11, 13, 14.2–14.4, and 15 survive termination; the license in Section 5.2 does not.

13. Data export, transition, and deletion on exit

13.1. Export any time. During the term, the Client may export its Client Data at any time using the Application's tools, and CCS will provide an export in a commercially reasonable format within 5 business days of a written request. For 30 days after termination, CCS will continue to make Client Data available for export on request.

13.2. Deletion. After the export window, CCS will delete Client Data from active systems within a commercially reasonable time. Backup copies are retained no longer than 35 days (or the period stated in the SOW) and then become unrecoverable; if a backup containing deleted Client Data is restored for disaster recovery, the deleted data will be re-deleted within 10 business days. Deletion is subject to legal-hold and retention requirements (DPA Section 3.6). On request, CCS will confirm deletion in writing.

13.3. Transition; continuity. On termination other than for the Client's uncured material breach of Section 5 or 8, the Client may elect up to 60 days of continued access (full or read-only) at the pro-rated monthly fee, to support an orderly transition; CCS will provide reasonable export and transition assistance at its standard rates. If CCS ceases business, dissolves, or becomes insolvent, the Client receives an immediate full export of its Client Data and the same 60-day transition period; this obligation survives termination.

14. Relationship, insurance, non-solicitation, and publicity

14.1. Independent contractor. CCS is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.

14.2. Insurance. CCS will maintain commercially reasonable insurance for a business of its size and type and, on request, will provide a certificate of the coverage it actually carries; CCS's insurance obligations do not exceed its policies as written. The Client will maintain its own commercial general liability insurance and, where it processes sensitive personal information through the Application, its own cyber-liability and (if applicable) professional liability coverage. Neither party's insurance limits expand its liability under this Agreement.

14.3. Non-solicitation. During the term and for 12 months afterward, neither party will solicit for employment or engagement, or hire, a principal, employee, or contractor of the other who was involved in the Services, without the other's written consent. General job postings not targeted at such a person are not a breach. Because actual damages are hard to measure, the hiring party will pay the other a fee equal to 50% of the person's first-year total compensation, as liquidated damages and not a penalty.

14.4. Publicity. CCS may identify the Client by name and logo as a customer and generally describe the work (for example, in its portfolio and proposals), without disclosing Confidential Information or Client Data. The Client may opt out, or require pre-approval of specific materials, by written notice at any time. Press releases require both parties' approval.

15. General terms

15.1. Governing law and venue. This Agreement is governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Milwaukee County, Wisconsin. Nothing in this section waives mandatory, non-waivable protections that apply to the Client under the laws of its own jurisdiction, including Canadian privacy law where applicable.

15.2. Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice to the other party.

15.3. Notices. Legal notices must be in writing and sent to CCS at the address above and cmcelven@creamcity-solutions.com, and to the Client at the notice address or email in its SOW. Notices are effective on receipt. Either party may update its notice addresses by notice under this section.

15.4. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (for example, natural disasters, regional internet or utility failures, or government action), except for payment obligations. A Sub-processor outage is force majeure only to the extent CCS could not have avoided its effect through commercially reasonable measures, and this section does not excuse CCS's obligations under Section 7 or the DPA with respect to Client Data.

15.5. Entire agreement; amendments. This Agreement and its SOWs, the DPA, the SLA (where elected), and attachments are the entire agreement between the parties and supersede prior discussions — except that any NDA between the parties continues to govern disclosures made before the Effective Date, and from the Effective Date Section 8 also covers Confidential Information disclosed before the Effective Date. Amendments must be in writing and signed by both parties, except as Sections 1.3 and 4.7 provide.

15.6. Severability; waiver. If any provision is unenforceable, the rest remain in effect. A waiver is effective only if in writing.

15.7. Counterparts and e-signature. SOWs referencing this Agreement may be signed in counterparts and by electronic signature, each of which is an original.

15.8. Disputes. Before filing suit (except to seek urgent injunctive relief or to collect undisputed invoices), the parties will escalate the dispute to a principal of each side, who will confer in good faith within 15 days. In any action to collect fees due under this Agreement, CCS is entitled to its reasonable attorneys' fees and collection costs if it substantially prevails. Each party waives trial by jury, and disputes must be brought individually — not as a class, collective, or representative action. No claim may be brought more than one year after the claiming party knew or reasonably should have known of its basis, except claims for unpaid fees or for misuse of Confidential Information or intellectual property.

15.9. Equitable relief. A breach of Section 5 (intellectual property) or Section 8 (confidentiality) may cause harm that money cannot fully fix, so the non-breaching party may seek injunctive relief in addition to other remedies, without posting a bond.