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Summon Master Service Agreement

Version 2.0 · Effective July 29, 2026

This Master Service Agreement is between Summon Inc. (“Summon”) and the entity agreeing to be bound by this Agreement (the “Operator” or “Client”). WHEREAS, Operator selected Summon to provide certain products and services outlined in this Agreement, including providing Operator with access to Summon’s proprietary software products, and Summon desires to provide such products and services under the terms of this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises outlined in this Agreement, Summon and Operator agree as follows:

Definitions

  1. Agreement means this Master Service Agreement, including the Support section and the Fees, Payment, and Term section incorporated herein, and any exhibits attached hereto.
  2. Operator (also referred to as “Client”, “you”, and similar terms) means the legal entity entering into this Agreement.
  3. Data means the data necessary to utilize the Summon software.
  4. Defect means a failure of the Summon Software to substantially conform to the functional descriptions outlined in our written proposal to you or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be outlined in our then-current Documentation.
  5. Defined Users means the number of users authorized to use the SaaS Services, as identified in the Fees, Payment, and Term section or other commercial terms accepted at registration.
  6. Developer means a third party with intellectual property rights to Third Party Software.
  7. Documentation means any online or written documentation related to the use or functionality of the Summon Software that we provide or otherwise make available to you, including instructions, user guides, manuals, and other training or self-help documentation.
  8. Effective Date means the date by which both you and our authorized representatives have signed the Agreement.
  9. Force Majeure means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.
  10. Services and Pricing Summary means the agreed-upon services and cost as set forth in the Fees, Payment, and Term section of this Agreement (including any managed-account pricing key or self-serve plan selected at registration).
  11. Payment Policy means the invoicing and payment policy set forth in this Agreement and in the Fees, Payment, and Term section.
  12. SaaS Fees means the fees for the SaaS Services identified in the Services and Pricing Summary.
  13. SaaS Services means software as a service consisting of system administration, system management, and system monitoring activities that Summon performs for the Summon Software and includes the right to access and use the Summon Software, receive maintenance and support on the Summon Software, including Downtime resolution under the terms of this Agreement. SaaS Services do not include support of an operating system or hardware, support outside our regular business hours (except as stated in the Support section), or training, consulting, or other professional services.
  14. SLA means the Service Level Agreement. A copy of our current SLA is attached hereto as Exhibit A (Service Level Agreement).
  15. Support Call Process means the support practices applicable to customers who use the Summon Software, as described in the Support section of this Agreement.
  16. Third Party Hardware means the third-party hardware, if any, identified in the Services and Pricing Summary.
  17. Third Party Products means third-party Software and third-party Hardware.
  18. Third Party SaaS Services means software as a service provided by a third party, if any, identified in the Services and Pricing Summary.
  19. Third Party Services means the third-party services, if any, identified in the Services and Pricing Summary.
  20. Third Party Software means the third-party software, if any, identified in the Services and Pricing Summary.
  21. Third Party Terms means, if any, the end user license agreement(s), acceptable use policies, or similar terms imposed by applicable third-party providers governing the use of Third Party Products or services.
  22. Summon means Summon Inc., a Georgia corporation.
  23. Summon Operator App and Summon Customer App mean our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Services and Pricing Summary and licensed by us to you through this Agreement.
  24. “we”, “us”, “our” and similar terms mean Summon.
  25. “you” and similar terms mean you, the Operator.
  26. Received Vehicles means vehicles checked in, processed, or otherwise recorded through the Summon platform during the applicable billing period.

SaaS Services

  1. Rights Granted. We grant you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes. The Summon Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and will not ship copies of the Summon Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Summon Software. Your rights to use Summon Software are subject to the terms and conditions of this Agreement.
  2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy and the Fees, Payment, and Term section of this Agreement.
  3. Ownership.
    1. We retain all ownership and intellectual property rights to the SaaS Services, the Summon Software, and anything we developed under this Agreement. You do not acquire any license to use the Summon Software under this Agreement beyond the scope and/or duration of the SaaS Services.
    2. The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
    3. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.
  4. Restrictions. You may not:
    1. Make the Summon Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations;
    2. Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services;
    3. Access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or
    4. License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Summon Software, or Documentation available to any third party other than as expressly permitted by this Agreement.
  5. Software Warranty. We warrant that the Summon Software will perform without Defects during the term of this Agreement. If the Summon Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in the SLA.
  6. Data hosting and confidentiality of SaaS Services.
    1. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), the NDA is valid for so long as this Agreement is in place. To the extent required for the provision of the SaaS Services, Summon may disclose Operator Data to third-party service providers, provided that such disclosures are subject to confidentiality, data protection, and security obligations no less protective than those set forth in this Agreement.
    2. All information entered in Summon pertaining to your business and customer data will be hosted on a solution provided by Google and inaccessible to our other Operators.
    3. We test our disaster recovery plan on an annual basis. Our standard test is not Operator-specific.

Professional Services

  1. 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 Operator 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 applicable End User License Agreement (“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 during the relevant billing period during the Term, together with other information reflecting Operator usage of the Application for the Operator’s services.
  2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Services and Pricing Summary. Professional fees can include but are not limited to Onboarding Fees, In-Person Training, Landing Page or Website Creation, and any other that is part of any amendment or scope of work. Those amounts are payable in accordance with our Invoicing and Payment Policy.
  3. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards.
  4. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
  5. Assistance. You acknowledge that the implementation of the Summon Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed-upon project deadlines and other milestones for implementation. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure of your personnel to provide such cooperation and assistance (either through action or omission).
  6. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support section of this Agreement, we will:
    1. Perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Summon Software (subject to any applicable release life cycle policy).
    2. Provide support during the hours and through the channels described in the Support section of this Agreement.
    3. Maintain personnel that are sufficiently trained to be familiar with the Summon Software and Third-Party Software, if any, to provide maintenance and support services.
    4. Make available to you all releases to the Summon Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect.

Third-Party Products

  1. Third Party Payment Processor. Summon’s designated third-party payment processor is Stripe (or such other authorized processor as Summon may designate). The applicable Third Party Terms will govern your rights with respect to Third Party Software and payment processing.
  2. Third Party Products Warranties.
    1. You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty we may receive from the Developer or supplier of the Third Party Products.
  3. Third Party Services. If you have purchased Third Party Services, those services will be provided independently of Summon by such third party at the rates outlined in the applicable third-party pricing policy and terms and conditions.

E-Invoicing & Payment

  1. Invoicing and Payment. We will invoice you the SaaS Fees in accordance with the subscription or managed-account pricing accepted by Operator and charged through Stripe (or otherwise as specified in the Fees, Payment, and Term section). Operator authorizes Summon to charge the payment method on file for amounts due under this Agreement.

Term and Termination

  1. Term. The initial Term, renewal, and any notice of non-renewal for this Agreement are as set forth in the Fees, Payment, and Term section of this Agreement. Your right to access or use the Summon Software and the SaaS Services will terminate at the end of this Agreement, subject to any wind-down expressly agreed in writing.
  2. Termination. This Agreement may be terminated in accordance with the following provisions. In the event of termination, you shall be responsible for the payment of all fees and subscriptions associated with the software, products, and/or services you have received or that accrue during any applicable notice period, even if said services remain unused. You shall also be responsible for covering any costs we have incurred or delivered prior to the effective termination date, as well as any fees or terms specified in the Fees, Payment, and Term section.
    1. Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees and subscriptions. If you fail to pay the SaaS Fees and subscription in a timely manner, we may discontinue the SaaS Services and deny your access to the Summon Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.
    2. For Cause / Dispute Resolution. In the event of any dispute arising from or related to this Agreement, the parties commit to first engage in good-faith negotiations. Should direct negotiations fail to reach a resolution within a reasonable timeframe, the parties may opt for mediation with a neutral third-party mediator. If mediation is unsuccessful or not agreed upon, remaining disputes shall be subject to binding arbitration. The decision of the arbitrator(s) will be final and binding. In the absence of arbitration, legal action may be initiated in a court of competent jurisdiction. Both parties shall bear their respective dispute resolution costs, including attorney’s fees unless otherwise ordered. Throughout the dispute resolution process, the parties will continue fulfilling their obligations under this Agreement to the extent possible and in accordance with the nature of the dispute, all while adhering to the governing laws of the agreed jurisdiction.
    3. Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.

Indemnification, Limitation of Liability, and Insurance

  1. Intellectual Property Infringement Indemnification. Our obligations under this Section will not apply to the extent the claim or adverse final judgment is based on your use of the Summon Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement.
    1. If we receive information concerning an infringement or misappropriation claim related to the Summon Software, we may, at our expense and without obligation to do so, either:
      1. Procure for you the right to continue its use;
      2. Modify it to make it non-infringing; or
      3. Replace it with a functional equivalent, in which case you will stop running the allegedly infringing Summon Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Summon Software consistent with the terms of this Agreement.
  2. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OPERATOR UNDERSTANDS AND AGREES THAT SUMMON DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.

General Terms & Conditions

  1. Optional Items. Pricing for any listed optional products and services appears in the Services and Pricing Summary / Fees, Payment, and Term section.
  2. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative.
  3. Fees and Taxes. The fees in the Services and Pricing Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a certificate. Otherwise, we will pay all applicable taxes to the proper authorities, and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.
  4. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
  5. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
  6. No Intended Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third-Party Terms.
  7. Entire Agreement & Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof. It supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.
  8. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
  9. No Waiver. Waiving any breach, whether prior, concurrent, or subsequent, will not affect the enforceability of this Agreement’s provisions; any waiver must be in writing and signed by an authorized representative. The lack of strict enforcement by either party will not be considered a waiver or modification of the Agreement, nor will it prevent future enforcement of all its terms.
  10. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
  11. Notices. All notices or communications required or permitted as a part of this Agreement must be in writing and will be deemed delivered upon the earlier of the following:
    1. Actual receipt by the receiving party;
    2. Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party;
    3. Upon receipt by sender of proof of email delivery; or
    4. If not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.
  12. Operator Lists. You agree that we may identify you by name in customer lists, marketing presentations, and promotional materials.
  13. Confidentiality. Both parties recognize that their respective employees and agents, in the course of the performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers), technology functions, code, and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
    1. Is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
    2. A party can establish by reasonable proof was in that party’s possession at the time of initial disclosure;
    3. A party receives from a third party who has a right to disclose it to the receiving party; or
    4. Is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
  14. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its rules on conflicts of law.
  15. Multiple Originals and Electronic Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.
  16. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, the solution, and functionality.
  17. Contract Documents. This Agreement includes: (a) this general body; (b) the Support section; (c) the Fees, Payment, and Term section; and (d) Exhibit A (Service Level Agreement). Deal-specific pricing, billing cadence, payment methods, term, and support channels are set forth in the Support and Fees, Payment, and Term sections as composed for Operator at registration or managed-account issuance. Optional hardware (e.g., keychains or reusable plastic ticket kits) may be invoiced separately upon request.

Exhibit A — Service Level Agreement

Agreement Overview

This SLA operates in conjunction with and does not supersede or replace any part of the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any third-party SaaS Services. All other support services are documented in the Support section of this Agreement.

Definitions

Except as defined below, all defined terms have the meaning outlined in the Agreement.

  1. Actual Attainment: The percentage of time the Summon Software is available, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
  2. Customer Error Incident: Any service unavailability resulting from applications or systems over which we exercise no control. This excludes third-party providers beyond our reasonable control.
  3. Downtime: Those minutes during Service Availability when all users cannot launch, log in, or operate within the Summon solution. Downtime does not include those instances in which only a Defect is present.
  4. Emergency Maintenance:
    1. Maintenance that is required to patch a critical security vulnerability;
    2. Maintenance that is required to prevent an imminent outage of Service Availability; or
    3. Maintenance that is mutually agreed upon in writing by Summon and Operator.
  5. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
  6. Service Availability: The total number of minutes in a calendar quarter that the Summon Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Customer Error Incidents, denial of service attacks, and Force Majeure.
  7. Standard Maintenance: Routine maintenance of the Summon Software and infrastructure.

Service Availability

  1. Your Responsibilities: In the event of Downtime, you are required to promptly initiate a support call, generate a formal support ticket, or engage in a chat with our support team. You hereby commit to maintaining a high-speed internet and data connection capable of facilitating connectivity between your mobile devices, PCs, and server(s) and our services. Furthermore, you commit to consistently operating the Summon software on the most current version.
  2. Our Responsibilities: When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime and to resume normal operations.
  3. Maintenance Notifications: We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows when practicable.
  4. Enforced Systems Upgrades: We reserve the right to implement enforced system updates to ensure that you are consistently operating the latest version of our software. These updates are intended to enhance software performance, rectify defects, and ensure compliance with legal and security standards. Your adherence to these updates is essential to maintain the efficiency and reliability of the software and to mitigate potential vulnerabilities.

Authority

Each party represents and warrants to the other that the individual executing this Agreement on its behalf is duly authorized to bind that party to this Agreement. By signing (including by electronic signature or by clicking “I Agree” where applicable), Operator affirms that the signer has authority to enter into and bind Operator to this Agreement, and that Operator acknowledges this Agreement constitutes a legally enforceable contract between Operator and Summon.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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