Master Service and Billing Agreement

1. Parties and Acceptance

This Master Service and Billing Agreement ("Agreement") is entered into between Asset Lino LLC ("Provider", "TrackBN", "we", "us") and the customer identified in the signature section ("Customer", "you"). By signing this Agreement or by using TrackBN, you acknowledge and agree to all terms below.

This Agreement applies to all access and use of TrackBN software, website features, integrations, APIs, analytics, support, and any related billing and payment services.

2. Scope of Services

Provider grants Customer a limited, non-exclusive, non-transferable right to access and use TrackBN during the active subscription term for internal business purposes.

• TrackBN is provided as Software-as-a-Service (SaaS).
• Provider may update, improve, or modify features as part of normal product development.
• Customer is responsible for account setup accuracy and all account activity under authorized credentials.
• Customer must use the service in compliance with all applicable laws and regulations.

3. Account, Security, and Compliance

• Customer will provide truthful and current business, contact, and billing information.
• Customer is responsible for password security, user access controls, and immediate notice of suspected unauthorized access.
• Customer will not use the service for illegal, deceptive, infringing, or prohibited activities.
• Customer warrants it has authority to sign this Agreement and bind the legal entity listed below.

4. Fees, Billing, and Taxes

Customer agrees to pay all subscription and usage fees shown in the applicable order, invoice, or pricing plan.

• Billing Cycle: Fees are billed in advance per monthly, quarterly, or annual cycle unless otherwise agreed in writing.
• Auto-Renewal: Recurring subscriptions renew automatically until canceled according to this Agreement.
• Payment Methods: Card, bank transfer, or approved payment methods may be used. Customer authorizes recurring charges where applicable.
• Late or Failed Payments: Provider may suspend or limit service for overdue balances after notice.
• Taxes: Fees are exclusive of taxes unless explicitly stated. Customer is responsible for applicable taxes, duties, or government charges.
• No Setoff: Payments must be made in full without deduction or withholding unless required by law.

5. Refunds and Cancellation

• Unless otherwise stated in a signed order form, fees are non-refundable after payment.
• Cancellation stops future renewals but does not automatically refund already billed periods.
• Provider may offer discretionary credits where legally required or commercially reasonable.

6. Data, Privacy, and Processing

Each party will comply with applicable privacy and data protection laws. Where required, the parties agree that data processing is governed by the Data Processing Agreement and the Privacy Policy. Platform usage obligations also remain subject to the Terms of Service.

• Customer controls data submitted to the platform and is responsible for legal basis and permissions.
• Provider applies commercially reasonable technical and organizational safeguards.
• Upon termination, data handling and deletion follow applicable policy, contract, and law.

7. Intellectual Property

• Provider retains all right, title, and interest in TrackBN, including software, documentation, trademarks, and related IP.
• Customer retains ownership of Customer data and trademarks it submits.
• No ownership transfer occurs under this Agreement except rights expressly granted.

8. Confidentiality

Each party will keep confidential information secret and use it only to perform obligations under this Agreement, except where disclosure is required by law or authorized in writing.

9. Warranties and Disclaimers

TrackBN is provided on an "as available" basis except as expressly stated in writing. Provider does not guarantee uninterrupted or error-free operation at all times.

To the maximum extent permitted by law, implied warranties (including merchantability, fitness for a particular purpose, and non-infringement) are disclaimed.

10. Limitation of Liability

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits or data.
• Provider's aggregate liability for all claims under this Agreement is limited to fees paid by Customer to Provider during the twelve (12) months before the event giving rise to the claim.
• Nothing excludes liability that cannot be excluded by applicable law.

11. Term and Termination

• This Agreement begins on the effective date and continues during active subscription periods.
• Either party may terminate for material breach not cured within thirty (30) days after written notice.
• Provider may suspend or terminate access for legal violations, fraud risk, or non-payment.
• Terms intended to survive termination remain in effect, including payment obligations, confidentiality, IP, liability limits, and dispute terms.

12. Governing Law and Disputes

This Agreement is governed by the laws of the State of Montana and applicable United States law, excluding conflict-of-laws principles. Parties will first attempt good-faith resolution before filing court proceedings.

13. Entire Agreement

This Agreement, together with any signed order forms and referenced legal documents, is the complete agreement between the parties for platform use and billing. Any amendment must be in writing and signed by authorized representatives of both parties.

• Order of Precedence: In case of conflict, priority applies in this order: (1) signed order form or MSA amendment, (2) this Agreement, (3) Data Processing Agreement for personal data processing matters only, (4) Terms of Service, and (5) Privacy Policy.
• Commercial Terms Control: Plan name, fees, billing cycle, term length, and renewal terms stated in a signed order form control over general website pricing text.

14. Service Levels and Support

• Availability Commitment: Provider will use commercially reasonable efforts to provide high availability of TrackBN, but does not guarantee uninterrupted, error-free operation.
• Support Scope: Basic support is provided by email and online chat on business days. Enhanced support levels and response times may be agreed in a separate written SLA.
• Service Credits: No automatic service credits apply unless expressly stated in a signed written SLA or order form.
• Maintenance Windows: Provider may perform scheduled maintenance. Planned outages are not counted as service failure and, where feasible, advance notice will be provided.

15. Security and Incident Response

• Security Program: Provider will maintain a documented information security program appropriate to the nature of the Services.
• Minimum Controls: Provider will implement commercially reasonable safeguards, including access controls, credential protection, secure infrastructure practices, and operational controls appropriate for a SaaS platform.
• Incident Notice: Provider will notify Customer of known or reasonably suspected personal data security incidents without undue delay and, where personal data processing is covered by the DPA, within twenty-four (24) hours of discovery.
• Cooperation: Parties will cooperate in incident containment, investigation, and required legal notifications.

16. Data Transfers and Regional Compliance

• Cross-Border Transfers: Where required by law, parties will use recognized transfer mechanisms and contractual safeguards for international transfers of personal data.
• Applicable Frameworks: Each party will comply with applicable data protection laws, including GDPR and other laws applicable to its operations and user base.
• Data Residency: Customer data may be processed and stored in the United States and/or the European Economic Area through Provider and approved subprocessors as disclosed in Provider legal documentation.
• Subprocessor Notice: Provider maintains a subprocessor list. Customer may object to newly added subprocessors within thirty (30) days when the objection is based on a valid data protection reason.

17. Indemnification

• Provider Indemnity: Provider will defend Customer against third-party claims alleging that TrackBN, as provided by Provider and used in accordance with this Agreement, directly infringes a third-party intellectual property right, and will pay final court-awarded damages or approved settlement amounts attributable to such claim.
• Customer Indemnity: Customer will defend and indemnify Provider against third-party claims arising from Customer data, unlawful use, or breach of law by Customer.
• Procedure: The indemnified party must provide prompt notice, reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided no settlement admits fault or imposes non-monetary obligations without prior written consent.

18. Billing Enforcement Terms

• Payment Due Date: Subscription fees are due in advance at the start of each billing cycle, and one-time fees are due as stated on invoice or order terms.
• Late Payment Consequences: If payment is overdue, Provider may suspend access to Services until full payment is received.
• Chargeback Handling: Customer agrees not to initiate unjustified chargebacks. Provider may submit relevant account and billing records to dispute invalid chargebacks and may suspend service during investigation.
• Collections: Customer is responsible for reasonable third-party collection costs and legal enforcement costs to the extent permitted by law.
• Reactivation: Suspended services may be restored after overdue balances and any applicable reinstatement requirements are satisfied.

19. Export Controls and Sanctions

Customer represents and warrants that neither Customer nor its authorized users are subject to sanctions or prohibited-party restrictions that would make use of the Services unlawful. Customer agrees not to export, re-export, access, or use the Services in violation of applicable export control, trade, or sanctions laws.

20. Electronic Signatures and Records

Each party agrees that electronic signatures, typed signatures, click-through acceptance, and electronic records are intended to have the same legal effect as handwritten signatures and paper records, to the extent permitted by applicable law. Each party also agrees to retain copies of executed records for its legal and compliance needs.

• Acceptance Evidence: For online acceptance flows, Provider may maintain acceptance logs including agreement version, acceptance timestamp, account identifier, source IP address, and user agent details as evidence of assent.
• Version Control: Provider may publish updated legal versions and will identify each version by effective date. Continued use after a legally sufficient notice period constitutes acceptance where permitted by law.
• Record Retention: Provider may retain execution and billing records for compliance, legal defense, fraud prevention, and audit purposes in accordance with applicable law and documented retention practices.

21. Signature and Legal Information

Complete the fields below for legal and signature purposes.