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MASTER SERVICES AGREEMENT (MSA)

This MASTER SERVICES AGREEMENT (hereinafter referred to as the “Agreement”) is executed and comes into force on the date of acceptance by the entity agreeing to be legally bound by this Agreement (hereinafter referred to as the “Operator”), as delineated in the “Registration Form” (as elaborated in Section 3 herein) and represents a legally binding contract between the Operator and Summon Inc., a company incorporated under the laws of Georgia. Hereinafter, Summon and Operator may be referred to individually as a “Party” and collectively, as the “Parties.” By selecting “I Agree”, you affirm and declare that you possess the authority to enter into and bind the Operator to this Agreement and that the Operator acknowledges and concurs that this Agreement constitutes a legally enforceable contract between the Operator and Summon.

RECITALS:

1. Summon is engaged in the provision of a Software as a Service (SaaS) solution to augment and streamline the delivery of parking services by operators (hereinafter referred to as “Parking Services”);


2. Operator is actively involved in offering Parking Services (hereinafter referred to as the “Operator Business”) for the vehicles (hereinafter referred to as “Vehicles”) of individual clients (hereinafter referred to as “Customers”) at venues pursuant to distinct contracts with the venue owner (hereinafter referred to as the “Location Owner”); and


3. The Parties are desirous to execute this Agreement to establish the terms and stipulations under which Summon shall furnish specified applications, services, and support to the Operator in relation to the Operator Business during the “Term” (as defined below) in exchange for “Subscription Fees” (as defined below).

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals, which are integrated herein by reference, and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby recognized and affirmed, the Parties hereto agree as follows:

1. Overview: Summon is the proprietor and grants “Licenses” (as defined hereinafter) for a Summon application (hereinafter referred to as the “Application”) which is compatible with any mobile device through applications acquired via Apple Store© or Google Play© stores (hereinafter referred to as “Supported Devices”). The Application is installed on Supported Devices for utilization by registered Operator personnel (hereinafter referred to as “Authorized Personnel”) at Operator-managed venues (hereinafter referred to as “Operator Locations”) to streamline registration, monitoring, and payment processing for vehicles at an Operator Location. For the purposes of this Agreement, “License(s)” denotes one or more limited, non-exclusive, revocable, non-transferable licenses (without sublicensing rights), for utilization of the Application in accordance with the terms and stipulations contained in this Agreement and the End User License Agreement (“EULA”) for the Application available at https://www.Summon.com/eula-apple/ for Apple devices and https://www.Summon.com/eula-google/ for Google devices. The Licenses, along with the additional support services delineated in this Agreement, are collectively referred to as the “Services”.


2. Duration and Termination: The initial duration of this Agreement and any Licenses conferred herein shall commence on the Effective Date and persist for twelve (12) months thereafter (the “Initial Term”). Unless terminated as delineated herein, the Initial Term shall be automatically prolonged for additional one (1) year terms (the “Extended Term” and collectively with the Initial Term, the “Term”). This Agreement may be terminated as follows:
   
   
   
   1. by either Party post the Initial Term, without cause, by written notification received by the otherParty not later than thirty (30) days subsequent to the Effective Date, with such termination being effectual on the date of receipt of such notification by the other Party;
   
   
   2. by either Party at the culmination of the then extant Term by written notification to the non-terminating Party received no later than thirty (30) days prior to the conclusion of the then extant Term;
   
   
   3. in the event of a material breach by a Party which has not been rectified (i) within five (5) business days after notification of breach by the non-breaching party, in the case of a monetary breach or (ii) within ten (10) days after written notification to the non-breaching Party in the case of a material non-monetary breach; and
   
   
   4. in any other manner as specified in this Agreement. Subsequent to the termination of the Agreement, all Licenses conferred under this Agreement shall be terminated and Operator shall cease all usage of the Application at any of the Operator Locations. Upon termination of this Agreement, Summon shall immediately revoke Operator’s access to the Application and Operator shall destroy and/or return upon Summon’s request, any and all Confidential Information it has procured from Summon. Should this Agreement be terminated during the Initial Term, the Operator shall be liable for paying Summon a termination fee equivalent to the average monthly base price remitted by Operator to Summon from the Effective Date through the date of termination multiplied by the number of months remaining in the Initial Term.
   
   
   
   


3. Licenses and Services:
   
   
   
   1. Operator shall enroll at the Summon website (the “Operator Site”) situated at https://www.summon.tech/, by submitting or providing adequate information for Summon to prepare on behalf of the Customer, a completed registration form (a “Registration Form”) with the obligatory information, including information identifying the Authorized Personnel who will download and employ the Application at Operator Locations and at all times in conformity with the EULA. Registration as depicted above shall constitute the grant of the License to Operator by Summon, in accordance with this Agreement;
   
   
   2. The Services shall encompass the provision of a password-secured Operator Site which will contain and maintain up-to-date information concerning the volume of “Received Vehicles” (as defined below) during the relevant month during the Term, together with other information reflecting Operator usage of the Application for the Operator Services.
   
   
   
   


4. Fees and Payment:
   
   
   
   1. Operator shall incur subscription fees based on the number of Vehicles registered (“Checked-in Vehicles”) at Operator Locations under this Agreement at such rates and payment terms as mutually agreed upon by Summon and Operator in a distinct written document (the “Fee Schedule”) which may be amended periodically by mutual consent of the Parties (the “Subscription Fee”).
   
   
   2. Additionally, Operator shall enter into a separate agreement (the “Merchant Agreement”) between Operator and Summon’s designated gateway merchant account provider, as communicated to Operator by Summon from time to time, to facilitate the payment by Customers of any fees charged for the Valet Services by Operator. Summon disclaims any liability for any terms and conditions contained in the Merchant Agreement including any fees charged to Operator therein or any customer personal information or credit card information collected by the gateway merchant account provider. Operator acknowledges and agrees that Summon does not retain any of that information.
   
   
   3. The Subscription Fee will be predicated on the rates outlined in the Fee Schedule and the number of Checked-in Vehicles for the preceding month during the Term and will be deducted on the “Payment Date” (as defined in the Fee Schedule) from the payment account established by Operator and identified in the Fee Schedule (the “Operator Account”). Operator hereby grants Summon the right to withdraw the Subscription Fees from the Operator Account. Operator shall furnish and sustain withdrawal rights to the Operator Account in favor of Summon for withdrawal by Summon of the Subscription Fees,The Master Services Agreement (MSA) of Summon Inc. encompasses several key aspects:
   
   
   
   


5. Agreement Parties: The agreement is between Summon Inc. and the entity agreeing to be bound by this agreement, referred to as the Operator.


6. Business of Parties: Summon provides software as a service (SaaS) to facilitate and improve the provision of parking services. The Operator is engaged in the offer of parking services for vehicles of individual customers at locations based on separate agreements with the location owner.


7. Application Licensing: Summon owns an application that can be used on mobile devices to facilitate registration, tracking, and payment for vehicles at locations operated by the Operator. The application is intended to be used by the Operator’s authorized personnel. Summon grants licenses to the Operator for the use of this application. These licenses are limited, non-exclusive, terminable, and non-transferable.


8. Term and Termination: The initial term of the agreement and any licenses granted is twelve months. This term is automatically extended for additional one-year periods unless terminated by either party. The agreement can be terminated by either party after the initial term by written notice received by the other party at least 30 days prior to the end of the current term. Termination can also occur due to material default by a party that has not been cured within specified timeframes (five business days for a monetary default and ten days for a material non-monetary default). Upon termination, all licenses granted under the agreement will be terminated, and the Operator must cease using the application.


9. Licenses and Services: The Operator must register at the Summon website by submitting adequate information for Summon to prepare a completed registration form. The services include the provision of a password-secured Operator Site which will contain and maintain current information concerning the volume of vehicles received during the relevant month, together with other information reflecting the Operator's use of the application.


10. Fees and Payment: The Operator will be charged subscription fees based on the number of vehicles checked-in at Operator locations under this agreement at rates and payment terms agreed to by Summon and the Operator in a separate document known as the Fee Schedule. The Operator must also enter into a separate agreement with Summon's designated gateway merchant account provider to facilitate payment by customers of any fees charged for the valet services. The subscription fee will be based on the rates set forth in the Fee Schedule and the number of checked-in vehicles for the previous month and will be deducted from the payment account established by the Operator.


11. Proprietary Rights: he Operator acknowledges and agrees that Summon owns all intellectual property rights in the application. All work product developed by Summon, including any modifications or updates of the application, remains the property of Summon 9†source. The Operator is not allowed to claim ownership or rights over the intellectual property of the application. Furthermore, the Operator agrees that any modifications or updates to the application developed by Summon, even if requested by the Operator, will remain the property of Summon and will not be considered a "work for hire".


12. Confidentiality and Data Handling: Upon termination of the agreement, the Operator is required to destroy or return any confidential information received from Summon. Additionally, Summon is not responsible for any customer personal information or credit card information collected by the gateway merchant account provider, and it does not retain any of this information.


13. Fees and Penalties for Early Termination: If the agreement is terminated during the initial term, the Operator is responsible for paying Summon a termination fee. This fee is equal to the average monthly base price paid by the Operator to Summon from the effective date through the date of termination, multiplied by the number of months remaining in the initial term.


14. Subscription Fees and Penalties for Non-payment: If the Operator fails to maintain an adequate balance in their account to pay the subscription fees, or if Summon is unable to withdraw the monthly subscription fees from the Operator's account due to insufficient funds, Summon may disable the passwords and accounts of the Operator and authorized personnel, and their access to all or part of the application. Summon may also terminate the agreement if subscription fees remain unpaid. Unpaid subscription fees will bear interest until paid.


15. Recovery of Unpaid Amounts: If Summon has to engage legal representation or a debt collection agency to recover overdue subscription fees, Summon is entitled to recover the costs of such services and any other relevant expenses incurred in recovering the unpaid amounts from the Operator​1​.


16. Recovery of Unpaid Amounts (Continued): In the event that the Operator fails to remit the Subscription Fees within the stipulated period, Summon reserves the right to engage legal counsel or a debt collection agency. In such circumstances, the Operator shall be liable for all costs incurred by Summon in this regard, including but not limited to, legal fees, collection agency fees, and any ancillary expenses attendant to the recovery of the unpaid amounts.


17. Indemnification: The Operator agrees to indemnify and hold harmless Summon, its affiliates, officers, directors, and employees from any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of or relating to the Operator’s use of the Services, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.


18. Limitation of Liability: In no event shall Summon be liable to the Operator for any indirect, special, incidental, punitive, or consequential damages, or any loss of revenue, profits, data, or data use. Summon’s maximum liability for any damages arising out of or related to this Agreement or Operator's use of the Services, whether in contract or tort, or otherwise, shall be limited to the amount of fees paid by the Operator under this Agreement for the Services giving rise to the damages during the 12 months preceding the claim.


19. Warranties and Disclaimers: Summon warrants that the Services will perform substantially in accordance with the documentation under normal use and circumstances. The Operator acknowledges that Summon does not warrant that the Operator’s use of the Services will be uninterrupted or error-free, or that the Services will meet the Operator’s requirements.


20. Term and Termination: This Agreement commences on the Effective Date and will continue until terminated by either Party as stipulated in the Agreement. The Operator is required to provide written notice for termination and abide by the termination conditions outlined in the Agreement.


21. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue in the state and federal courts within Georgia.


22. Force Majeure: Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such Party’s reasonable control (including any mechanical, electronic, or communications failure).


23. Miscellaneous Provisions: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings of the Parties, written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both Parties.

This Agreement is made and entered into as of the date of acceptance by the Operator. The Operator acknowledges and agrees that by clicking “I Agree,” the Operator is entering into a legally binding contract with Summon.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.