Master Services Agreement

Master Services Agreement

Last Modified: September 09, 2024

THIS MASTER SERVICES AGREEMENT GOVERNS THE CUSTOMER PURCHASE AND RECEIPT OF THE BASELINE PRODUCTS AND SERVICES.

BY ACCEPTING AN ONLINE QUOTE AND/OR PLACING A PURCHASE ORDER, THE CUSTOMER AGREES TO THE TERMS OF THIS MASTER SERVICES AGREEMENT. IF A DULY AUTHORIZED REPRESENTATIVE OF THE CUSTOMER IS ENTERING INTO THIS MASTER SERVICES AGREEMENT ON BEHALF OF THE CUSTOMER, IT REPRESENTS THAT IT HAS THE AUTHORITY TO BIND THE CUSTOMER AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

The Customer may not use Baseline Products & Services if it is a Baseline direct competitor, except with Baseline prior written consent. This Master Services Agreement is effective between the Customer and Baseline as of the date of its acceptance by the Customer (the “Starting Date”).

1. Definitions

For purpose of this Master Services Agreement, the Parties hereby understand and agree that the following definitions shall govern:

1.1 “Affiliate”

means any legal entity that a Party owns, that owns a Party, or that is under common control with a Party.

1.2 “Authorized Disclosure”

means any and all disclosures of Confidential Information made in one or more of the circumstances set forth herein

1.3 “Background Check”

means a verification made in order to assess:

1. a) if an individual has been convicted of, placed in a pre-trial diversion program, or accepted responsibility (e.g., through a plea bargain) for, any crime, felony and/or misdemeanor involving fraud, theft, dishonesty, breach of trust or a violent act, by examining of the public criminal records data bases available for each jurisdiction where the individual resided during the seven (7) years prior to the verification.
2. b) the identity, name, date of birth and signature of an individual by examining at least two pieces of valid identification evidencing such elements of identification, one of which having to be a government-issued photo ID; and

1.4 “Background IP”

means, with respect to a Party, IP in which or in respect of which that Party owns or is licensed all or part of Intellectual Property Rights prior to the Professional Services Starting Date or created independently from the General Consulting Services to be provided pursuant to this Professional Services Agreement.

1.5 “Baseline Application”

means the Baseline program and product.

1.6 “Baseline Subscription”

means the Subscription to the Baseline Application

1.7 “Baseline Subscription Fees”

means Subscription Fees

1.8 “Baseline Subscription Starting Date”

refers to the Subscription Starting Date mentioned on the front page of this Subscription Form.

1.9 “Baseline Subscription Term”

means either the Initiate Mode Term or the Production Mode Term, depending on the selected Mode, as renewed from time to time.

1.10 “Baseline Agreements in Force and Effect”

refers to any and all written agreements in force and effect entered into by and between the Customer and Baseline, including this Master Services Agreement.

1.11 “Baseline”

means Baseline Telematics Inc.

1.12 “Baseline Applicable SLA”

means, at any relevant time, the most recent version of Baseline's service level agreement covering the Baseline Online Services.

1.13 “Baseline Business Data”

means any and all data related to, generated by, resulting from or created by the use of the Baseline Services by anyone, including without limitation Performance Data as well as any and all other data obtained by, related to, generated by, resulting from or created by Baseline’s own monitoring, maintenance and/or support of the performance and usage of the Baseline Services, whether statistical, data mining related, secondary, operational, processed or otherwise, but to the exclusion of (i) the Customer Business Data, (ii) the Users Personal Data, and the (iii) Business Contact Data.

1.14 “Baseline Contents”

means any and all information, experience and knowledge, materially and/or digitally expressed or displayed through media such as texts, illustrations, embedded graphics, photos, video and audio, made, created, conceived, developed, invented or reduced to practice by Baseline in order to be accessible by its customers through any of its Baseline Services.

1.15 “Baseline Devices”

refers strictly to devices approved by Baseline allowing for (i) the tracking and collection of Customer Telematics Data and (ii) the transmission of such Customer Telematics Data to the Baseline Solutions through the Baseline Online Services, and via either (a) a Bluetooth connection to the External Users' own mobile devices or (b) a sim card embedded in such device.

1.16 “Baseline Devices Procurement Agency Agreement”

refers to any and all agreements and other instruments, if any, other than this Master Services Agreement and the Professional Services Agreement, entered into by and between the Parties, whereby Baseline is appointed as agent of the Customer to help the Customer be supplied with Baseline Devices.

1.17 “Baseline Solutions”

means software, hardware and technologies (together with any and all released and available updates and upgrades) owned or licensed, and used by Baseline to provide to its customers software solutions using telematics and other data in the field of GovTech, including without limitation the Baseline Solution.

1.18 “Baseline Online Services”

refers to any and all Baseline Solutions and their respective supporting services, information and documents accessible by Baseline customers online, to the exclusion of all General Consulting Services.

1.19 “Baseline Public Cloud”

means the Public Cloud Baseline operates in order to provide the Baseline Services.

1.20 “Baseline Services”

means any and all services provided by Baseline or offered by Baseline to be provided to the Customer, including without limitation the Baseline Solutions, as well as any and all other software made available by Baseline to the Customer on a software as a service (SaaS) basis.

1.21 “Baseline Workshop Services”

refers to the Baseline Workshop Services further detailed in the Baseline Workshop Details document.

1.22 “Best Efforts”

means the efforts a prudent corporate entity desirous of achieving a result would use in similar circumstances to maximize, to the extent reasonably practicable, the probability that a result will occur and includes state of the art as it relates to any trade or profession, in addition to generally acknowledged best practices in a field of activity.

1.23 “Beta Services”

means Baseline Services or functionality that may be made available to the Customer to try at its option at no additional charge and which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

1.24 “Cloud Hosting Services”

means computer infrastructure, network of virtual and physical web servers and related connectivity and processing services made available from time to time by third party providers to Baseline and its customers for (i) the hosting of the Baseline Solutions, the Baseline Business Data, and the Customer Business Data, as well as their availability for Processing through an hybrid combination of Public Cloud and Private Cloud determined by Baseline.

1.25 “Subscription Services”

means Baseline’s Subscription Based Services

1.26 “Company”

means the company or other legal entity accepting the NDA, and all Affiliates of that company or entity.

1.27 “Collated Data”

means de-identified and aggregated data containing no information that would, in any way, allow identification of any External User. Collated Data does not include any personal identifying number, symbol or other particular assigned to an individual, an individual’s name, an individual’s date of birth, an individual’s mailing address or street address, the GPS locations (latitude, longitude, altitude) collected, the VIN, or the unit ID.

1.28 “Confidential Information”

confidential and/or proprietary information concerning the Disclosing Party and/or its business, products, customers, services, policyholders and/or claimants, including but not limited to information and/or documents concerning: (i) financial information, strategic business plans, policies and/or methods; (ii) marketing, claims, sales, underwriting strategy, and decision making processes; (iii) pricing and/or profit information; (iv) lists of actual or prospective customers; (v) proprietary and/or confidential intellectual property; and/or (vi) IP of third parties licensed to the Disclosing Party.

1.29 “Customer”

means the company or other legal entity accepting this Master Services Agreement, and all Affiliates of that company or entity.

1.30 “Customer Algorithms”

means any and all self-contained step-by-step set of calculation, data processing, and/or automated reasoning operations created, conceived, developed, invented or reduced to practice by the Customer and/or its Affiliates or sub-contractors, in order to produce Customer Rating Data through the use of Customer Telematics Data. Customer Algorithms shall be deemed to be Customer Business Data.

1.31 “Customer Business Data”

means: (i) the Customer Algorithms; (ii) the Customer Rating Data; (ii) the Customer Telematics Data; and (iv) the Customer implementation configuration.

1.32 “Customer Rating Data”

refers to any and all data pertaining to External Users allocation of risks produced by the application of Customer Algorithms to Customer Telematics Data uploaded in the Baseline Solutions through the Customer's use of the Baseline Services.

1.33 “Customer Telematics Data”

refers to any and all data pertaining to External Users' vehicles performance and events such as crashes, GPS positioning, hard acceleration & braking, cornering, distracted driving collected by the Customer through the External Users’ use of the Baseline Services and uploaded in the Baseline Solutions.

1.34 “Custom Implementation”

means the Customer's own configuration and integration of the Baseline program for their purposes, created, configured and customized by the Customer for its specific needs, notably through the use of the Baseline Online Services.

1.35 “Customer Implementation Designs”

means any and all Production Mode Program Designs created through the use of any Baseline Solutions by (i) the Customer and/or by (ii) Baseline Representatives through General Consulting Services expressly requested and provided to that effect.

1.36 “Deliverable”

means a deliverable under an SOW, a Purchase Order or a Special Features Request.

1.37 “Delivery Logistic Agency Agreement”

refers to any and all agreements and other instruments, if any, other than this Master Services Agreement and the Professional Services Agreement, entered into by and between the parties whereby Baseline is appointed as agent of the Customer to help the Customer organize the logistic of the delivery the Baseline Devices to its External Users.

1.38 “Disclosing Party”

means the Party who discloses, or whose Representatives disclose, Confidential Information.

1.39 “Documentation”

refers to the User Guide and all other Baseline publicly released publications describing the functionalities and specifications of the Baseline Solutions.

1.40 “DTE” or “Direct Taxes Earned”

means any and all taxes perceived, for any given month, by or on behalf of External Users, either before or during the Initial Initiate Mode Term or the Initial Production Mode Term and their renewals, as applicable.

1.41 “DTE Additional Fees”

means the additional monthly Subscription Fees payable for the Subscription when the Production Mode applies, which equal the sum of (i) the amount resulting from the application of the Standard DTE Rate on the DTE of External Users who were clients of the Customer prior to the Subscription Starting Date, and (ii) the amount resulting from the application of the New Clients DTE Rate on the DTE of External Users who became clients of the Customer on or after the Subscription Starting Date.

1.42 “Effective Date”

means the Effective Date set forth in the initial NDA between the parties.

1.43 “External User”

means an individual insured within the Territories by the Customer who have been granted authorization by Customer to use Baseline Online Services pursuant and according to the Baseline Online Services Agreement.

1.44 “Fees”

refers to the applicable Online Services, General Consulting Fees, as well as any and all other fees payable by Customer to Baseline under any and all Baseline Agreement in Force and Effect.

1.45 “Gamify Mode”

means the configuration of the Application in Gamify Mode

1.46 “Gamify Subscription Fees”

refers to the monthly Gamify Subscription Fees mentioned on the front page of this Subscription Form.

1.47 “General Consulting Fees”

means any and all fees and costs that are to be charged by Baseline to the Customer, for any and all General Consulting Services provided to the Customer by Baseline pursuant and according to any Baseline Agreement in Force and Effect.

1.48 “General Consulting Services”

as the meaning ascribed to such expression in Section 3.1. (Scope of General Consulting Services)

1.49 “Governing Law”

as the meaning ascribed to such expression in Section 20.1 (Governing Law).

1.50 “Initial Gamify Mode Term”

refers to the Gamify Term described on a Purchase Order which starts on the Subscription Starting Date.

1.51 “Initial Initiate Mode Term”

refers to the Initial Initiate Mode Term mentioned in a Purchase Order, which starts on the delivery of the Initiate Mode environment to the Customer.

1.52 “Initial Production Mode Term”

refers to the Production Term mentioned on a Purchase Order, which starts on the Subscription Starting Date.

1.53 “Intellectual Property Rights”

shall mean intellectual property rights, including but not limited to patents, trademarks (whether or not registered), registered or unregistered design rights, copyrights (including, but not limited to, ownership rights in all titles, computer code, source code, themes, objects, sounds, audio-visual effects and methods of operation, moral rights and any related documentation), database rights, any and all rights in trade dress and packaging, trade secrets, any and all registrations and applications, renewals and extensions of, in and to the rights set forth above and all rights of an equivalent nature anywhere in the world.

1.54 “Internal User”

means individual Representatives who has been granted authorization by Customer to use Baseline Services pursuant and according to the terms and conditions of any Baseline Agreements in Force and Effect.

1.55 “Initial Term”

has the meaning ascribed to such a term in Section 12.1 (Term).

1.56 “IP”

means anything that is or may be protected by Intellectual Property Rights, including without limitation works (such as algorithms, software, computer programs and applications), performances, discoveries, inventions, specifications, instructions, data, material, marks (such as trade names and service marks), trade secrets, designs, industrial designs, information, confidential information, and mask works.

1.57 “IP Modification”

means any and all translation, abridgement, condensation, retrenchment, revision, correction, improvement, enhancement, integration, configuration, customization, expansion, addition, update, bug fix, patch, upgrade, new version or other modification of any pre-existing IP.

1.58 “Malicious Code”

means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

1.59 “Manufacturers”

means independent manufacturers, suppliers and/or similar other entity, preapproved by Baseline, having the industrial capacity, know-how and expertise to produce and deliver on a sufficient scale and within reasonable delay the Baseline Devices and other Products useful, necessary, and/or required by the Customer for proper use of the Subscribed Online Services by the Customer, its Affiliates, its Internal Users, and its External Users.

1.60 “Minimal Initiate Mode Fees”

refers to the Minimal Initiate Mode mentioned in a Purchase Order, payable by the Customer to Baseline for the Initial Initiate Mode Term, and when the Customer elects to benefit from the Baseline Initiate Mode and constituting the total subscription fees payable to Baseline to access to the Initiate Mode Application according to the terms and conditions of the Baseline Initiate Mode during the Initial Initiate Mode Term.

1.61 “Minimal Workshop Fees”

refers to the Minimal Workshop Fees mentioned on a Purchase Order payable by the Customer to Baseline upon acceptance of Purchase Order and constituting the minimal consulting fees payable to Baseline to benefit from the Baseline Workshop Services up to the maximum of hours included.

1.62 “New Clients DTE Rate”

refers to the New Clients DTE Rate mentioned on the front page of this Subscription Form.

1.63 “Party, Parties”

means individually Baseline or Customer and collectively, Baseline and Customer

1.64 “PAS Software”

means any software managing and/or processing data exchanged between the Customer and its External Users, including without limitation software known in the industry as “Client Relationship Management” software and "Policy Administration System" software, that may be developed by Customer or provided to Customer by third party providers and interacting with the Baseline Services, including such software that may be included and installed in devices.

1.65 “Performance Data”

means information about service performance, Customer’s computers and Customer’s use of Baseline Services, provided that such information excludes any Users Personal Data.

1.66 “Privacy and Data Protection Laws and Regulations”

means any and all laws, regulations and guidelines, from any and all jurisdictions, applicable to the Processing, as well as more generally to the safeguarding of, Users Personal Data, by a Party, whether or not in connection with any and all Baseline Agreements in Force and Effect.

1.67 “Private Cloud”

means a cloud infrastructure: (i) offering virtualization and data center automation functionalities; (ii) operated behind a firewall through the Baseline Solutions network solely for the use of the Baseline Services by the Customer, the Internal Users and the External Users; (iii) managed internally by Baseline; and (iv) hosted either internally on Baseline servers or externally through a third party provider.

1.68 “Processing”, “Process”

means to access, collect, use, store, manipulate, transfer, disclose, analyze, or destroy any data, as well as any operation or set of operations which is performed upon Users Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

1.69 “Procurement Fees”

refers to the fees which are payable for the Procurement Services rendered in the Procurement Agreement.

1.70 “Procurement Services”

refers to the services described in the Procurement Agreement.

1.71 “Products”

refers to any other product agreed in writing upon by the Parties to be provided by any Manufacturers under the Procurement Agreement.

1.72 “Professional Services Agreement”

refers to the Baseline Master Professional Services Agreement entered into by and between the Parties before this Master Services Agreement.

1.73 “Professional Services Starting Date”

refers to the Professional Services Starting Date first herein mentioned on the front page of this Baseline Professional Services Agreement.

1.74 “Public Cloud”

means a cloud infrastructure: (i) offering virtualization and data center automation functionalities; (ii) accessible by the public over the Internet; (iii) managed externally by Baseline; and (iv) hosted externally by a third party provider.

1.75 “Purchase Order”

means an ordering document specifying the General Consulting or Online Services to be provided hereunder and that is entered into between Baseline and the Customer, including any addenda and supplements thereto. Purchase Orders must state that it is governed by this Master Services Agreement. By entering into a Purchase Order, an Affiliate of any Party agrees to be bound by the terms of this Master Services Agreement as if it were an original party hereto.

1.76 “Receiving Party”

means the party who receives, or whose Representatives receive, Confidential Information.

1.77 “Representatives”

means, in connection with Parties hereto, their directors, officers, employees, agents, advisors or other representatives and those of their affiliates (including, without limitation, their attorneys, accountants, individuals, bankers and financial advisors).

1.78 “Sensitive Data”

means any and all (i) Baseline Business Data; (ii) Customer Business Data; and (iii) Users Personal Data.

1.79 “SOW”

means any request made pursuant to and according to Section 3.1, other than Special Features Requests and Purchase Orders.

1.80 “Special Feature”

means a new set of procedures, functions, routines, subroutines, and/or subprograms made, created, conceived, developed, invented or reduced to practice by Baseline and/or its Sub-Contractors in order to perform specific tasks not yet available through any Baseline Solutions and to be packaged and offered by Baseline to its customers as an independent set of features compatible with any one of said Baseline Solutions.

1.81 “Special Features Request” and “Special Features Request Process”

refers to all the requests and the process.

1.82 “Standard DTE Rate”

refers to the Standard DTE Rate mentioned on the front page of this Subscription Form.

1.83 “Starting Date”

refers to the Starting Date of the Master Services Agreement, which is when it is duly electronically executed by the Customer.

1.84 “Sub-Contractors”

means any and all individuals, corporations, companies, cooperatives, partnerships, trusts, unincorporated associations, and other entities or body with juridical personality, including without limitation any Baseline’s Affiliates, to which Baseline delegates or otherwise sub-contract any General Consulting Services, Baseline Workshop Services, and/or Baseline Services to be provided to the Customer pursuant to this Professional Services Agreement.

1.85 “Sub-Processors”

means any and all individuals, corporations, companies, cooperatives, partnerships, trusts, unincorporated associations, and other entities or body with juridical personality, including without limitation any Baseline’s Affiliates, to which Baseline delegates or otherwise sub-contract any action relating to the Processing of any Users Personal Data, including independent Cloud Hosting Services providers.

1.86 “Standard Support Services”

refers to the Standard Support Services described in the Baseline Applicable SLA.

1.87 “Subscribed Contents”

refers to the Baseline Content subscribed by the Customer pursuant to Section 3.1 (Subscriptions).

1.88 “Subscribed Online Services”

refers to the Baseline Online Services subscribed by the Customer pursuant to Section 3.1 (Subscriptions).

1.89 “Subscription”

means a request by the Customer, duly accepted by Baseline, to be granted the right to use one or more specific Baseline Online Services.

1.90 “Subscription Fees”

means the monthly fees the Customer is required to pay for its Subscriptions to the Subscribed Online Services and Subscribed Content.

1.91 “Subscription Term”

means the duration of a Subscription, which shall be the total duration of the Initial Term plus any and all automatic renewals applicable pursuant to Section 12 (Term, Renewals, Expiry, and Termination)

1.92 “Termination Assistance SLA”

refers to the Termination Assistance SLA described in the Baseline Applicable SLA.

1.93 “Initiate Mode Extension Fees”

refers to the Initiate Mode Extension Fees mentioned on a Purchase Order and payable by the Customer to Baseline for the extension of the Baseline Initiate Mode over the Initial Initiate Mode Term.

1.94 “Third-Party Products and Services”

means any products, software, services, methodologies, tools, materials, architecture, design specifications, flowcharts, IP, Intellectual Property Rights, or other tangible or intangible items marketed by anyone other than Baseline and/or its Affiliates.

1.95 “Initiate mode”

means usage of Baseline in the Initiate mode Subsciption Plans.

1.96 “Production Mode”

means usage of Baseline in the Production Mode subscription plans.

1.97 “Implementation Program Designs”

means the look and feel resulting from some limited and specific design elements created to generate the specificity of the Users interface of the mobile and web applications of the Customer's Custom Implementation, being namely and exclusively the graphic aspects of the static elements of the Users interface, such as its colors, shapes, layout, and typeface (the "look"), and the behavior of the dynamic elements of the External Users interface, such as buttons, boxes, and menus (the "feel").

1.98 “Subscription Fees”

refers to the monthly Subscription Fees

1.99 “Users Personal Data”

means any and all data or information, other than Collated Data, relating the External Users that, individually or in combination with other data, names or identifies a natural person or allows that such person be identified including: (i) data that is explicitly defined as a regulated category of personal data under applicable Governing Law; (ii) non-public personal data, such as national identification number, passport number, social insurance number (or equivalent number), or driver’s license number; (iii) health or medical information, such as insurance information, medical prognosis, diagnosis information or genetic information; (iv) financial information, such as a policy number, credit card number and/or bank account number; and/or (v) sensitive personal data, such as a person’s mother’s maiden name.

1.100 “User Guide”

refers to the then current online user reference guides.

1.101 "Workshop Included Hours Package"

refers to the Workshop Included Hours Package mentioned on a Purchase Order.

2. Business relationship

For the purpose of any and all Baseline Agreements in Force and Effect, each Party is an independent contractor and neither one shall be a legal representative, legal agent, partner, or franchisee of the other. No one of said Baseline Agreements in Force and Effect creates any joint venture between the Parties, the relationship between the Parties being solely one of client and service provider.

3. Initiate Mode Application Services

If the Customer has filed a Purchase Order for Initiate Mode (the trial version of the Baseline Online Services) Baseline will make one it available to the Customer on a trial basis according to such Purchase Order until the earlier of (a) the end of the Initiate Mode trial period set forth in the Purchase Order, or (b) the starting date of any Baseline Online Service Subscribed pursuant to this Master Services Agreement. Additional trial terms and conditions may appear on the Purchase Order, which is incorporated into this Master Services Agreement by reference and is legally binding.

ANY DATA CUSTOMER ENTERS INTO THE BASELINE ONLINE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING THE INITIATE MODE WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME BASELINE ONLINE SERVICES AS THOSE COVERED BY THE INITIATE MODE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE INITIATE MODE TRIAL PERIOD. IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE INITIATE MODE TRIAL, CUSTOMER MUST EXPORT ITS DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER’S DATA WILL BE PERMANENTLY LOST.

Notwithstanding anything to the contrary stated in any Baseline Agreement in Force and Effect, the Baseline Online Services provided during the Initiate Mode trial are provided “as-is” without any warranty.

4. Application Services

4.1 Subscription to and Provision of Application Services

Baseline shall provide access to the Application to the Customer, as Subscribed Online Services pursuant to this MSA, in the selected Initiate or Production Mode, and that the Customer shall pay either (i) the Gamify Subscription Fees or the (ii) Subscription Fees plus the DTE Additional Fees, to Baseline, depending on the selected Production Mode, the whole according and pursuant to the terms and conditions of the Purchase Order, Subscription Form and this MSA.

4.2 Payment of Subscription Fees

The Subscription Fees are payable in advance, on a monthly basis and upon receipt of Baseline’s invoices, the whole according and pursuant to the PSA and the OSA. The Subscription Fees are not refundable.

4.3 Payment of DTE Additional Fees

The DTE Additional Fees are payable on a monthly basis upon receipt of Baseline’s invoices, the whole according and pursuant to the PSA and the OSA, and are not refundable. For the purpose of calculating the DTE Additional Fees, both Parties hereby agree that any and all data relating to the DTE payable by client of the Customer available to Baseline through the Application, shall be deemed to be conclusive evidence of the DTE paid by such clients to the Customer.

4.4 Automatic Renewal

Upon expiry of the Subscription Term, or of any additional term in force and effect from time to time pursuant to this automatic renewal provisions, the Subscription shall thereafter continue to be in force and effect under the same terms and conditions for an additional term of six (6) months, unless an expiration notice stating that the Customer wishes this Subscription not to automatically renew has been sent by the Customer to Baseline at least sixty (60) days prior to such expiry.

4.5 Availability of the Application

Baseline will not guarantee, but hereby undertakes and agree to use commercially reasonable efforts, subject to any and all limitations, restrictions, and disclaimers stated in the Baseline Applicable SLA, to make the Application available to the Customer, its Internal Users, and its External Users, twenty-four (24) hours a day, seven (7) days a week; provided however that such undertaking shall not apply to:

1. planned downtime (of which Baseline shall give advance electronic notice as provided in the Baseline Applicable SLA), and
   
   
2. any unavailability caused by circumstances beyond Baseline’s reasonable control (including without limitation force majeure, Internet service provider failure or delay, and/or Third Party Products and Services failure or delay.
   
   

4.6 Summary of Application Services

The Application

The Baseline Application is a turnkey mobile application designed to be highly customized and branded to the Customer’s requirements.

The Application can be configured to be functional in one of two (2) modes:

• Initiate Mode: designed to create a user-base of new prospects for the Application and;
  
  
• Production Mode, allowing Customers to provide all the services offered by the Application.

5. Provision and Use of Services And Contents

5.1 Subscriptions

Customer’s rights to access and use any Baseline Online Services and the Baseline Contents are purchased by Customer as Subscriptions. The Customer may, but only through its Duly Authorized Representatives, place Subscriptions requests for Baseline Services via any means made available by Baseline for such Subscriptions requests, including via Subscription Forms. Affiliates and Internal Users may not place Subscriptions requests. Subscriptions may be added during the Subscription Term at the then current applicable Subscription Fees, prorated for the portion of that Subscription Term remaining at the time the Subscriptions are added, if applicable. Subscriptions provide rights of access to and use of the Subscribed Online Services and/or the Subscribed Contents for all Internal Users and External Users. The Customer agrees that none of its Subscriptions is contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Baseline regarding future functionality or features.

5.2 General Consulting Services

Customers must purchase a minimum amount of General Consulting Services when Subscribing to Baseline Online Services.

5.3 Right of Affiliates

The Customer may place Subscriptions for and on behalf of its Affiliates and grant such Affiliates administrative rights to access and use the Subscribed Online Services and the Subscribed Contents, provided however that such Affiliates shall then be bound solitarily (jointly and severally) by the terms and conditions of this Master Services Agreement.

5.4 Provision of Subscribed Online Services

In consideration of the payment of the applicable Subscription Fees by the Customer to Baseline, Baseline will, but subject to any and all limitations, restrictions and disclaimers stated in the Baseline SLA:

1. a) make the Subscribed Online Services and the Subscribed Contents available to Customer, to its Internal Users, and to its External Users, according to this Master Services Agreement;
2. b) provide Standard Support Services to Customer for the Subscribed Online Services at no additional charges, as well as upgraded support services provided as General Consulting Services, if and when requested by Customer pursuant to the Professional Services Agreement.

5.5 Liability for Affiliates, External Users, and Other Third Parties

The Customer hereby understands and agrees that it is and shall jointly and severally be liable for any and all activities of, and actions taken by, any of its Affiliates, Internal Users, External Users and other third parties to which it provides access rights under this Master Services Agreement and/or occurring under any of the Customer’s accounts and/or passwords.

5.6 Customer Resources and Use of Subscribed Online Services

Customer hereby acknowledges and represents to Baseline that it possesses all necessary knowledge and skill particular to Customer’s industry and business practices and information which are involved in the proper use of the Subscribed Online Services. The Customer will provide Baseline with access to Customer’s subject matter resources as part of Baseline’s performance of the Subscribed Online Services. Customer is solely responsible for Customer’s operation and use of the Subscribed Online Services (including without limitation the creation, configuration and customization of its implementation) and for ensuring that the scope of the Subscribed Online Services meets Customer’s requirements. Any assistance by Baseline with regard to such creation, configuration and/or customization of the Customer's implementation shall be provided to Customer by Baseline as General Consulting Services, if and when requested by Customer pursuant to the Professional Services Agreement.

5.7 Authorized Users

Only those individuals who the Customer designates as Internal User or External User pursuant and according to the terms and conditions of to this Master Services Agreement may use and access the Subscribed Online Services. Only Internal Users who have administrator privileges may add additional Internal Users to the Subscribed Online Services. However, an Internal User who has administrator privileges may delete an authorized Internal User from the Subscribed Online Services and add a new Internal User to the Subscribed Online Services to replace the former Internal User.

5.8 Beta Services

From time to time, Baseline may make Beta Services available to the Customer at no charge. The Customer may, in its sole discretion, choose to try such Beta Services or not. Beta Services are not supported, are not for use by External Users, and are intended for evaluation purposes only. While Beta Services are not to be considered “Subscribed Online Services” under this Master Services Agreement, all provisions relating to Usage Restrictions (Section 3.10), Proprietary Rights and License (Section 5), Limitation of Liability (Section 7.2 1.1(b)) shall apply equally to their use by the Customer. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of three (3) months from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. Baseline may discontinue Beta Services at any time in its sole discretion and may never make them generally available. The Customer hereby understands and agrees that Baseline will have no liability whatsoever for any harm or damage arising out of or in connection with any Beta Service.

5.9 Usage Limits

1. a) Baseline Online Services and Baseline Content may be subject to various usage limits in their relevant Subscriptions, in the Baseline Applicable SLA, or in the Documentation.
2. b) Unless otherwise specified, a quantity limitation in a Subscription refers to Internal Users, and means that the Baseline Online Services or Baseline Content may not be accessed by more than that number of Internal Users. When a quantity limitation is so assigned, an Internal Users identifications may only be reassigned to new individuals replacing the one who will no longer use the Baseline Online Services and/or Baseline Content.
3. c) If the Customer exceeds a contractual usage limit, the Parties will work together to seek to reduce such usage so that it conforms to that limit. If, notwithstanding such efforts, the Customer is unable or unwilling to abide by a contractual usage limit, it shall than have to promptly file additional Subscriptions for additional quantities of the applicable Baseline Online Services and/or Baseline Content upon Baseline’s request, and/or pay for its excess usage.

5.10 Usage Restrictions

Customer may not, and hereby undertakes and agrees to warrant that its Affiliates, and its Internal Users will not, at any time and for any reason:

1. a) make any Baseline Services, Baseline Contents, and/or Baseline Devices, available to, or use any of same for the benefit of, anyone other than the Customer or User(s), unless expressly stated otherwise in writing by Baseline;
2. b) use the Baseline Services and/or Baseline Devices in any way that harms or could potentially harm Baseline or its Affiliate, resellers, distributors and/or vendors in any way;
3. c) access any Baseline Services and/or Devices in order to build a competitive product or service or to benchmark with a non Baseline product or service;
4. d) damage, disable, overburden or impair the Baseline Services (or the networks connected to the Baseline Services) and/or Baseline Devices or interfere with anyone’s use and enjoyment of the Baseline Services;
5. e) interfere with or disrupt the integrity or performance of any Baseline Services and/or Baseline Devices or third-party data contained therein;
6. f) use Baseline Services and/or Baseline Devices or non-Baseline applications to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, Malicious Code;
7. g) use any portion of the Baseline Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
8. h) use any unauthorized automated process or service to access and/or use the Baseline Services and/or the Devices (such as a BOT, a spider, periodic caching of information stored by Baseline or “meta-searching”); provided that periodic automated access to the Baseline Services for report creation or scheduling is permitted;
9. i) attempt to gain unauthorized access to any Baseline Services and/or Baseline Devices or its related systems or networks;
10. j) use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Baseline Services or work around any of the technical limitations in the Baseline Services;
11. k) permit direct or indirect access to or use of any Baseline Services and/or Baseline Devices in a way that circumvents a contractual usage limit, or use any of the Baseline Services to access or use any Intellectual Property Rights except as permitted under this Master Services Agreement.
12. l) create Internet “links” to the Baseline Services or “frame” or “mirror” any content of the Baseline Services to give the impression that the Customer is offering all of the functionality of the Baseline Services as its service located on its own servers;
13. m) build a product or service using similar ideas, features, functions or graphics of the Baseline Services and/or the Baseline Devices;
14. n) modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Baseline Services and/or Baseline Devices or in any technology, or system used by Baseline in connection with providing the Baseline Services, except and only to the extent that applicable law expressly permits the Customer to do so despite this limitation;
15. o) sell, resell, license, sublicense, distribute, make available, rent or lease any Baseline Services and/or Baseline Devices or any part of any Baseline Services and/or Baseline Devices, or include any Baseline Services and/or Baseline Devices or any part of any Baseline Services and/or Baseline Devices in a service bureau or outsourcing offering, unless the Customer has a contract with Baseline expressly allowing it to do so;
16. p) copy any ideas, features, functions, user interface or graphics of the Baseline Services and/or Baseline Devices; or access the Baseline Services or Baseline Devices for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
17. q) engage in or facilitate any unlawful conduct.

5.11 Customer’s Undertakings

By using the Subscribed Online Services, the Customer hereby expressly agrees and undertakes to: (a) comply with all applicable laws and regulations; (b) comply with any codes of conduct or other notices provided by Baseline; (c) comply with the Baseline anti-spam policy; (d) comply with all Baseline Agreements in Force and Effect; (e) keep its password secret; and (f) promptly notify Baseline if it is made aware of any security breach or unauthorized access related to the Subscribed Online Services.

5.12 Consequence of Breach

Any use of the Baseline Services by Customer or its Internal Users and/or External Users in breach of this Master Services Agreement that, in Baseline’s judgment, threatens the security, integrity or availability of Baseline Services and/or the Baseline Solution, may result in immediate termination, cancellation or suspension of the Subscribed Online Services pursuant to Section 12.3(b).

6. Fees and Payment for Subscribed Services

6.1 Payment of Subscription Fees

Payment of all Subscription Fees, Professional Services Fees, Device procurement fees as well as Taxes and any other Fees shall be governed by, and subject to, this Master Services Agreement.

6.2 Subscription Fees

The Customer agrees to pay to Baseline the Subscription Fees according to the terms and conditions of the relevant Subscription, for any Baseline Online Services provided by Baseline from time to time to the Customer and/or to any of its Affiliates. Subscription Fees are payable, together with all the applicable taxes and applicable finance charges referred to herein, on a monthly basis, the first day of each billing period. The Customer may be required to pay the Subscription Fees in advance, in arrears or both. Baseline may charge the Customer at one time for more than one billing period. Payable Subscription Fees are established via the Purchase Orders, Subscription Forms and other means made available to Customer by Baseline. Subscriptions Fees are fixed throughout the Initial Term. All Subscription Fees paid are non-refundable.

6.3 Applicable Taxes

The Customer shall pay to Baseline, in addition to any and all payable Fees, any and all taxes applicable, including without limitation any applicable value added taxes, goods and services taxes, sales and use taxes or other like taxes, that are permitted or required to be collected from the Customer by Baseline under applicable law. If any taxes are required by law to be withheld on payments made by the Customer to Baseline, the Customer may deduct such taxes from the amount owed to Baseline and pay them to the appropriate taxing authority; provided, however, that the Customer shall promptly secure and deliver to Baseline an official receipt for any such taxes withheld or other documents necessary to enable Baseline to claim any available foreign tax credit. The Customer will make certain that any taxes withheld are minimized to the extent possible under applicable law.

6.4 Late Payments

1. a) Any failure on Customer’s part to make any payment of any Fees in strict conformity with the above requirements shall entitle Baseline, in addition to Baseline’s rights to terminate this Master Services Agreement according to Section 13 (Term, Termination), and to Baseline’s other rights and remedies hereunder or at law, in equity or otherwise, to (i) assess and bill to Customer a finance charge of the lesser of 2% per month (24% annually) or the highest amount allowed by law on all past due amounts, to (ii) accelerate any Fees unpaid so that all such obligations become immediately due and payable, and (iii) to suspend Baseline’s performance of Online Services and General Consulting Services until such amounts are paid in full. Except to the extent prohibited by Governing Law, Baseline may assess such late charges if the Customer does not pay on time, regardless of any disputes the Customer may have raised about its bill. The Customer must pay these late charges as and when billed by Baseline. Baseline may use a third party to collect past due amounts. The Customer must pay for all reasonable costs incurred by Baseline to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs.
2. b) Baseline will give the Customer at least ten (10) days’ prior written notice that its account is overdue, before suspending performance of any General Consulting Services.

6.5 Telecommunication Charges

Except for telecommunication charges associated to the sim cards embedded in the Baseline Devices, when applicable, Customer is solely and exclusively responsible, to the complete exoneration of Baseline, for any and all telecommunication and transmission charges and fees arising out of its access and/or use of the Baseline Online Services, as well as the access and/or use of same by its Affiliates, Internal Users, and External Users, including without limitation cellular phone charges, Internet access charges, telecom access charges, mobile text messaging charges, wireless service charges, roaming charges and other similar telecommunication charges.

6.6 Service Level Agreement Credits

In the event of a failure to meet the agreed-upon performance metrics outlined in the Service Level Agreement (SLA), the Customer will be entitled to receive financial credits as compensation, as specified in the Service Level Agreement Credits Agreement. As set forth in this agreement, these credits will be calculated based on the degree of non-compliance with the SLA metrics, including but not limited to service availability, response times, and resolution times. The financial credits will be applied to future invoices and are subject to the terms and conditions set forth in the SLA, including any exclusions, limitations, and maximum credit caps.

7. Proprietary Rights and Licenses

7.1 Intellectual Property Regime

All the Baseline Online Services provided, accessed, and/ or used under this Master Services Agreement shall be governed by, and subject to, with regards to any and all Intellectual Property Rights of each Party, by all the Intellectual Property Rights provisions of the Professional Services Agreement.

7.2 Access to and Use of Baseline Online Services and Subscribed Content

Subject to the payment of the Subscription Fees and the terms and conditions of this Master Services Agreement, and of the relevant Purchase Orders and Subscriptions, Baseline shall grant to Customer, its Internal Users, its External Users, and its authorized Affiliates, as the case may be, a geographically defined, time-limited, non-exclusive, personal, revocable, non-perpetual, and non transferable license to use, access, display and/or otherwise interact with the Subscribed Online Services and/or the Subscribed Content, as applicable, the whole solely and exclusively for (a) the Customer’s internal business purposes, and for (b) the purpose of providing services services to its Users.

7.3 Marketing of the Baseline Trademark

Baseline may request that the Customer states in its advertising, promotional and marketing material and like communication relating to its implementation that the use of such implementation through the Baseline Online Services is powered by Baseline and/or the Baseline Solutions. Baseline may freely and publicly disclose the fact that the Customer's implementation m is available through the Baseline Online Services and powered by Baseline and/or the Baseline Solutions, without any obligation, payment, royalty or restriction whether based on Intellectual Property Rights or otherwise.

7.4 Reservation of Rights

Subject to the limited rights expressly granted hereunder, Baseline and its Sub-Contractors, and Sub-Processors reserves all their rights, title, and interest in and to their IP, the Baseline Solutions, and the Baseline Contents not expressly granted herein, including all of their related Intellectual Property Rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.

7.5 Licence to Host and Use Sensitive Data

The Customer hereby grants to Baseline, its Representatives, its Sub-Contractors, its Sub-Processors, and its authorized Affiliates, as the case may be, but subject to the terms and conditions of this Master Services Agreement, a worldwide, limited-term license to Process, host, copy, transmit and display the Customer Business Data, the Users Personal Data, as well as any Customer’s Background IP created by the Customer and any Third-Party Products and Services created for or licensed to the Customer in order to be used with the Baseline Online Services, the whole as reasonably necessary for Baseline to provide the Baseline Online Services and the General Consulting Services, in accordance with this Master Services Agreement. Subject to the limited licenses granted herein, Baseline acquires no right, title or interest from the Customer or from the Customer’s licensors under this Master Services Agreement in or to any such Customer Business Data, Users Personal Data, Customer’s Background IP or Third-Party Products and Services.

7.6 General Intellectual Property Rights Regime

Notwithstanding anything to the contrary in any Baseline Agreements in Force and Effect, and except only as it may be expressly otherwise provided for in a mutually accepted written instrument governed by this Master Services Agreement, with respect to any and all Intellectual Property Rights and related matters, the Parties agree as follows:

1. a) Background IP. Each Party shall retain and own any and all Intellectual Property Rights in and to any and all Background IP it might contribute hereunder and shall be deemed not to have assigned any part of such Background IP to the other Party. Without limiting the generality of the foregoing, Baseline's Background IP shall be deemed to include any and all Intellectual Property Rights in and to any and all Baseline Services, Baseline Solutions, Baseline Contents, Baseline Business Data, and Baseline’s Confidential Information.
2. b) Modifications to Background IP. Each Party shall also retain and own any and all Intellectual Property Rights in and to any and all IP Modifications made to its Background IP, regardless of which Party makes or contributes to same under any Baseline Agreements in Force and Effect.
3. c) New IP. The Customer shall retain and own any and all Intellectual Property Rights in and to (i) the Customer Rating Data; (ii) the Customer Telematics Data; (iii) the Customer Algorithms, and the (iv) Customer implementation configurations, while Baseline shall retain and own any and all Intellectual Property Rights in and to any and all other IP made, created, conceived, developed, invented or reduced to practice pursuant to any Baseline Agreements in Force and Effect (unless such IP is an IP Modification to a Customer’s Background IP), the whole regardless of who in each case is the person who did make, create, conceive, develop, invent, reduce to practice or otherwise contribute such IP or Intellectual Property Rights.
4. d) Licenses. Customer’s right to use Baseline’s IP is conditional upon, and limited by the terms and conditions of, any and all Baseline Agreements in Force and Effect. Baseline shall do all things necessary to ensure that any and all licenses to use any Baseline’s IP pursuant to any Baseline Agreements in Force and Effect is free and clear of claims or limitations of any kind, and is fully secured and indisputable, including the obtainment of any waiver, assignment or transfer, the whole for the duration of any such licenses granted to the Customer to use Baseline’s IP.
5. e) No Source Code Communicated. Baseline will not be required nor expected to ever provide Customer with any source code or object code of or in respect of the Baseline Solutions or of any other software, computer programs or applications. Without limiting the generality of the foregoing, in the event that the Customer is ever provided with a source code or an object code version of any software, computer programs or applications by Baseline, Customer shall not, directly or indirectly, modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in any such Baseline Solutions, software, computer programs or applications or in any technology, or system used by Baseline.
6. f) Further Assurances. Each Party will take any and all action and/or deliver any and all documents to the other Party required to confirm the other Party's Intellectual Property Rights or in order to allow the other Party to apply for, file or effect registration, maintenance or renewal of its Intellectual Property Rights.
7. g) Customer implementation . Notwithstanding Section 5.1(f) (General Intellectual Property Rights Regime – Further Assurance), Baseline makes no representation and gives no warranties whatsoever, express or implied, with regards to any Intellectual Property Rights the Customer might have or claim to have in and to its Customer implementation.

7.7 Residuals/Items of General Knowledge and Customer's Trademarks

1. a) Baseline and the Customer will be free to use general knowledge, skills and experience, and any ideas, concepts, know-how, methodologies, and techniques that either acquires or uses in the course of Baseline providing the Baseline Services for any purpose.
2. b) Except only as may be otherwise expressly agreed in a mutually accepted written instrument between Baseline and the Customer, in no event will Baseline be precluded from developing for itself, for any of its customers, or for others, any services or products that are or may be competitive with the Baseline Services provided hereunder, irrespective of their similarity, or from otherwise providing any Baseline Services or Baseline Solutions, in any version thereof whatsoever, to any person anywhere in the world.
3. c) Customers may from time-to-time submit feedback, comments, suggestions, questions, ideas, or other information to Baseline relating to Baseline Services, services, technology, techniques, processes, materials and/or other IP or Intellectual Property Rights. Baseline may in connection with any of its products and/or services freely use, copy, disclose, license, distribute and otherwise exploit such feedback in any manner without any obligation, payment, royalty or restriction whether based on Intellectual Property Rights or otherwise.
4. d) Baseline is not granted any license, privilege or other right to use any trademark nor service mark nor the name of any company which is part of the Customer’s group of companies in any advertising, promotional or marketing material or like communication in any form whatsoever and regardless of the communication medium used, unless otherwise authorized by the Customer in writing.

8. Confidentiality, Sensitive Data Security

All the Baseline Online Services provided, accessed, and/ or used under this Master Services Agreement shall be governed by and subject to, as to any and all Confidential Information of each Party, including without limitation the Users Personal Data, by all Confidential Information and Sensitive Data provisions herewith. No Party has any obligation under this Master Services Agreement to provide any Confidential Information to the other Party.

8.1 Sensitive Data

All Sensitive Data and all Business Contact Data shall be deemed to be Confidential Information for the purpose of any and all Baseline Agreements in Force and Effect.

8.2 Process of Confidential Information

Unless otherwise agreed to in writing by the Parties, each Party hereby undertakes and agrees to Process the other Party’s Confidential Information only, and strictly only, for the following purposes (the “Authorized Purposes”):

1. a) exercising their respective rights and performing their respective obligations under any Baseline Agreements in Force and Effect; and/or
2. b) Processing Users Personal Data pursuant to instructions initiated by External Users in compliance with any and all applicable Privacy and Data Protection Laws and Regulations.

Without limiting the generality of the foregoing, the Customer hereby authorizes Baseline, as well as any and all its Representatives and Sub-Processors to Process any and all Confidential Information the Customer shall provide Baseline with in accordance with any and all applicable Baseline Agreements in Force and Effect, the whole within the limits of the terms and conditions of such agreements.

8.3 Non-Disclosure of Confidential Information

Each Receiving Party hereby undertakes and agrees that as long as any Baseline Agreement in Force and Effect remains so in force and effect, as well as for a period of ten (10) years after the expiry or termination of any and all such Baseline Agreements in Force and Effect with regards to Sensitive Data and three (3) years after such expiry or its termination with regards to other Confidential Information, it will maintain in confidence and not disclose any and all Confidential Information of a Disclosing Party to any third party without first obtaining the Disclosing Party’s express written consent.

8.4 Information Deemed Not to Be Confidential Information

Notwithstanding anything to the contrary in any Baseline Agreements in Force and Effect, the following information shall be deemed not to be Confidential Information if the Receiving Party can establish, by convincing written evidence, such information was:

1. a) independently developed by the Receiving Party, without use of, or reference to, any Confidential Information belonging to the Disclosing Party;
2. b) received from a third party not bound by any confidentiality agreement with the Disclosing Party, or by any other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party; or
3. c) generally known by, or available to, the public (through no fault of the Receiving Party) at the time of the disclosure by the Receiving Party.

8.5 Authorized Disclosures

As long as such disclosure complies with any and all applicable Privacy and Data Protection Laws and Regulations and notwithstanding anything to the contrary contained in any Baseline Agreements in Force and Effect, nothing will restrict a Receiving Party to disclose a Disclosing Party’s Confidential Information, then only to such extent that such disclosure is:

1. a) required by order of a court or any government agency of competent jurisdiction, provided however that the Receiving Party shall give prompt notice to the Disclosing Party of any such order and reasonably cooperates with the Disclosing Party at the Disclosing Party’s request and expense to resist such order or to obtain a protective order made to its Representatives who need to know such Confidential Information for the furtherance of an Authorized Purpose by the Receiving Party;
2. b) made, but except for User Personal Data, to protect the rights or property of Baseline, including the enforcement of its contracts with Customer and the policies governing the Customer’s use of the Services; or
3. c) made, but except for User Personal Data, when Baseline believes, in good faith, that such access or disclosure is necessary to protect the personal safety of Baseline employees, Customers or the public.

8.6 Standard of Care for Non-Disclosure of Confidential Information

Except for Authorized Disclosures, each Receiving Party hereby undertakes and agrees to take reasonable and appropriate measures and precautions, but no less than the measures and precautions it would take to prevent the disclosure of its own similar Confidential Information, to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party.

8.7 Obligation to Notify

If any Party is ever requested or becomes legally compelled to disclose any Confidential Information, the Parties agrees that, as the case may be, they will provide the each other with prompt written notice of such requests or requirements so that they may seek proper protective orders or other appropriate remedies. If such protective order or other remedy is not obtained, the Parties may furnish that portion of the Confidential Information which, in the written opinion of counsel reasonably acceptable to the Parties, is legally compelled to disclose; provided, however, that the Parties shall use their best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

8.8 Remediation and Cooperation

The Receiving Party will promptly remediate any breach of Section 10.3 and/or 10.4 and, upon the Disclosing Party’s request, reasonably cooperate with the Disclosing Party in addressing any other breach in connection with any and all its undertakings pertaining to Confidential Information set forth in this Professional Services Agreement.

8.9 Return, Destruction of Confidential Information

Upon any Disclosing Party’s written request for any reason, the Receiving Party will promptly deliver to such Disclosing Party (i) all documents or record (including magnetic tapes, disks, and other media used to back up computer files, and all copies thereof) containing Confidential Information disclosed to the Receiving Party, or destroy same, if so requested, without retaining any copy thereof, as well as (ii) all the materials, equipment, and other items that are the property of the Disclosing Party which are in its possession or under its control, including, but not limited to any correspondence, specifications, brochures).

9. Specific Provisions Relating to Sensitive Data

9.1 Elected Territories for Storage of Users Personal Data

The Customer may from time to time elect, from the list of available territories provided by Baseline, via any means made available by Baseline for such elections, but only through its Duly Authorized Representative, the territories within which the Users Personal Data may be stored by Baseline and its Sub-Processors (the “Territories”). By electing any such Territories, the Customer hereby consents to any transfer and storage of such Users Personal Data in such Territories. If no such Territory is elected by the Customer, Canada shall de facto be deemed to be the sole Territory elected by the Customer.

9.2 Sensitive Data Security, Privacy and IT Security Policies, Background Checks

1. a) Baseline has established, shall maintain in force and in effect at all time, and shall make available to the Customer and its Internal Users and External Users on its websites, privacy policies and IT security policies with standards of care and protection reasonably equivalent to the standards of care and protection provided by privacy policies and IT security policies generally proposed in the industry of web-based GovTech services (the “Baseline IT Security Policies”). Any and all Processing of any Sensitive Data by Baseline, its-Sub-Contractors, and/or its Sub-Processors shall be governed by such Baseline Privacy and IT Security Policies.
2. b) Baseline hereby undertakes and agrees to maintain reasonable and appropriate measures related to physical security and network security to protect Sensitive Data. Baseline’s security controls shall be reasonably equivalent to physical security and network security provided by insurers in the industry of web-based GovTech services and include logical and physical mechanisms that restrict access between the production environment and corporate environment.
3. c) Baseline shall ensure that (i) all its Representatives engaged in the Processing of Users Personal Data are informed of the confidential nature of such User Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements, and that (ii) Baseline’s Process of Sensitive Data is limited to those Representatives performing services in accordance with a Baseline Agreement in Force and Effect.
4. d) Baseline hereby undertakes and agrees, upon request from the Customer, to: (i) run a Background Check on all its Representatives and Sub-Processors performing Baseline Services at the Customer’s facilities and/or having access to Customer’s Sensitive Data; and (ii) not to allow, and have its Representatives and Sub-Processors not to allow, any individual failing such Background Check to enter any Customer’s facilities, nor to Process any Customer’s Sensitive Data.

9.3 Additional Undertakings Relating to Users Personal Data

1. a) Notwithstanding anything to the contrary contained in any of the Baseline Services Agreements in Force and Effect, but except for Authorized Disclosures, Baseline hereby undertakes and agrees that it will forever maintain in confidence and not disclose to any third party any Users Personal Data without first obtaining the Customer’s express written consent.
2. b) Baseline will Process Users Personal Data only (i) as necessary to provide Baseline Services in connection with the Baseline Agreements in Force and Effect; and (ii) in a manner consistent with the Authorized Purposes.
3. c) Wherever possible, Baseline will use information which does not contain Users Personal Data to perform Baseline Services.
4. d) Upon request by the Customer, Baseline will allow prompt electronic access to all Users Personal Data stored in electronic format.
5. e) Upon request by the Customer, Baseline will enter with the Customer into any additional agreements required by applicable Privacy and Data Protection Laws and Regulations for the protection of Users Personal Data to be Processed by Baseline, its Representatives, and/or it Sub-Processors, pursuant to any Baseline Agreements in Force and Effect.
6. f) Baseline will refer to the Customer all access or correction requests from External Users relating to their Users Personal Data and reasonably cooperate with the Customer in its response to such requests. Baseline will reasonably cooperate with the Customer in connection with any complaints or investigations relating to Users Personal Data made under any Privacy and Data Protection Laws and Regulations. If and when contacted regarding one of those complaints or investigations, Baseline will refer same to the Customer.
7. g) Baseline hereby represents and warrants to the Customer that all Users Personal Data, when stored in electronic format: (i) will be Processed only within the Territories; (ii) will be stored through Cloud Hosting Services segregated from all other records and data owned, controlled, host or held by Baseline, including segregated from all other Baseline Business Data; (iii) when being transmitted, will be encrypted using a level of encryption Baseline considers appropriate to the sensitivity of the data; and (iii) will not be accessible, downloadable, nor storable from anywhere outside the Territories; provided however that Baseline shall be authorized to remotely Process such Users Personal Data from anywhere in the world for administration, troubleshooting, and collection of Performance Data purposes.

9.4 Customer Provisions Relating to Users Personal Data

1. a) The Customer acknowledges and agrees that Baseline does not collect Users Personal Data and that any such collection (and any liability connected with such collection) is the sole responsibility of the Customer.
2. b) While using any Baseline Services, (i) the Customer and its Affiliates and Internal Users shall always Process Users Personal Data in compliance with any and all applicable Privacy and Data Protection Laws and Regulations; and (ii) Customer’s instructions to Baseline for the Processing of such Users Personal Data shall also always comply with such Privacy and Data Protection Laws and Regulations.
3. c) Customer shall have sole responsibility for the accuracy, quality, Processing authorization of, Users Personal Data and the means by which Customer acquired Users Personal Data.
4. d) Customer must obtain and maintain, at its sole cost and expenses, in respect of all Users Personal Data to be Processed by Baseline pursuant to any Baseline Services Agreements in Force and Effect, all licenses, rights, agreements, consents and authorizations required under any and all applicable Governing Law and Privacy and Data Protection Laws and Regulations in order to legally and lawfully input, communicate, transfer, make available to Baseline or otherwise enable and allow Baseline (where applicable) to Process and otherwise use and deal with such Users Personal Data, as contemplated by any and all Baseline Agreements in Force and Effect.

9.5 Business Contact Data

Each Receiving Party shall Process its Business Contact Data in compliance with the Governing Law and its own internal policies governing the treatment of Business Contact Data. Unless otherwise prohibited by Governing Law, the Receiving Party may Process its Business Contact Data and transfer it to any of its affiliates in any country in which the Receiving Party and/or its affiliates is doing business.

9.6 Performance Data

In order to provide, control and/or improve its service offering Baseline may wish or have to Process certain Performance Data. The Customer hereby authorizes Baseline to manually and/or automatically upload such Performance Data from the Customer’s computers and to keep such Performance Data as Baseline Business Data.

9.7 Password Protection

The Customer shall be responsible for preserving the secrecy of any passwords given by Baseline pursuant to any Baseline Agreement in Force and Effect.

9.8 Breach of Security

In the unlikely event of any actual unauthorized access, use, disclosure, or modification of any Users Personal Data, Baseline will, as soon as reasonably and practically possible, use commercially reasonable efforts to:

1. a) stop the Users Personal Data breach;
2. b) identify the cause of the Users Personal Data breach;
3. c) take all reasonable remedial steps to prevent a further Users Personal Data breach; and

reasonably co-operate with Customer in respect of the Users Personal Data breach, or privacy inquiry or privacy investigation relating to such Users Personal Data breach, and shall provide Customer with a description of such Users Personal Data breach, the Users Personal Data that was subject of such breach, and the remedial action taken by Baseline to prevent the furtherance of such breaches.

9.9 Return, Destruction of Sensitive Data

Baseline shall promptly ensure that all Sensitive Data that has to be returned or destroyed pursuant to any and all Baseline Agreements in Force and Effect or pursuant to their respective expiry or termination, is effectively returned to Customer or destroyed (i.e., physically and virtually irrecoverable) in a confidential and secured manner, and as soon as reasonably possible. Baseline shall also promptly and securely return to Customer or destroy all copies of Users Personal Data which are no longer necessary to fulfill the Authorized Purposes for which such Users Personal Data was made available. Notwithstanding the foregoing, If Baseline is required to retain any Sensitive Data pursuant to any other provision of any Baseline Agreement in force and effect, Baseline will comply with such obligation rather than with this obligation under Section 11.9.

10. Non-Competition, Non-Solicitation

10.1 Non-Competition

The Customer hereby undertakes and agrees that during the MSA agreement, and for a period of twelve (12) months after its termination, not to (whether directly or indirectly, personally or for another person’s benefit, jointly with other, or through a corporation, a partnership, association, trust or other entity, for his own benefit or for the benefit of anyone), carry on, be engaged in, concerned with, interested in, advise, lend money to, guarantee the debts or obligations of, or permit its name or any part thereof to be used or employed in a business offering telematics solutions in the field of GovTech including, but without limiting, any business relating to any products and services which are identical, similar or in competition with the Baseline Services (collectively, the “Competing Services”).

10.2 Non-Solicitation

The Customer hereby undertakes and agrees, as long as the MSA Agreement is not terminated, as well as for a period of twelve (12) months after its termination, not to, whether directly or indirectly, personally or for another person’s benefit, jointly with other, or through a corporation, a partnership, association, trust or other entity for his own benefit or in any capacity whatsoever, including, without limitation, as a shareholder, director, officer, employer, employee, volunteer, representative, agent, franchisee, distributor, consultant or contractor:

(a) solicit, attract, recruit or encourage the departure of any employee of Baseline; or

(b) lead, influence, solicit, entice any consultant, contact, director, office or other party that has a business relationship with Baseline to terminate or adversely modify its business relationship with Baseline.

10.3 Non-Solicitation of Clients

The Customer hereby undertakes and agrees, as long as the MSA is not terminated, as well as for a period of twelve (12) months after its termination, not to, whether directly or indirectly, personally or for another person’s benefit, jointly with other, or through a corporation, a partnership, association, trust or other entity for his own benefit or in any capacity whatsoever, including, without limitation, as a shareholder, director, officer, employer, employee, volunteer, representative, agent, franchisee, distributor, consultant or contractor, provide or offer to provide to Baseline’s customers products or services related to telematics solutions in the field of GovTech.

10.4 Right for Injunction

The Customer hereby acknowledges and agrees that (i) the undertakings provided under Sections 12.1 to 12.3 are essential to the execution of same and (ii) Baseline shall be deemed to have a sufficient interest and the right, in the case of failure by the Customer to comply with any undertakings it has accepted under those sections, not only to request from any competent court for the issuance of a permanent injunction to stop any such default and to prevent further failure even nature, but also the right to obtain an interlocutory injunction and a provisional injunction to the same effect, since the Customer hereby expressly acknowledges that any such defect will cause serious and irreparable damage to Baseline, whose exact value is difficult or impossible to assess and justify urgent intervention by the said court. The Customer also recognizes that the balance of inconvenience resulting from the issuance of an interlocutory or provisional injunction in connection with the exercise of such remedies shall necessarily fall in favor of Baseline. Finally, the Customer acknowledges that the exercise of any of the remedies provided in this Section 12 does not prejudice to any other remedy provided by law that Baseline may be entitled to exercise.

11. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

11.1 Representations and Warranties

Each Party hereby represents and warrants to the other party that it is validly entering into this Master Services Agreement and that it has all the legal power and that it has obtained all required authorization to do so.

11.2 Limited Warranties, Exclusive Remedy

1. a) Baseline warrants that, for the duration of the Subscription Term: (i) it will not materially decrease the overall security afforded by the specific provisions relating to Sensitive Data set forth in the Professional Services Agreement (including without limitation the security afforded as of the Online Services Starting Date by its Baseline Privacy and IT Security Policies); (ii) it will not materially decrease the overall functionality of the Baseline Online Services; and (iii) the Baseline Online Services will perform materially in accordance with the applicable Documentation. For any breach of any aforementioned warranty, the Customer’s exclusive remedies shall be those described in Section 12.4 (Termination for Cause by the Customer).
2. b) CONFORMITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUBSCRIBED ONLINE SERVICES, ALL SUBSCRIBED CONTENT, AS WELL AS ANY AND ALL OTHER SERVICES OR PROPERTY MADE AVAILABLE, PERFORMED, LICENSED OR PROVIDED TO THE CUSTOMER BY BASELINE UNDER ANY AND ALL BASELINE AGREEMENT IN FORCE AND EFFECT ARE PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, LEGAL, STATUTORY, CONTRACTUAL, EXTRA-CONTRACTUAL, DELICTUAL, OR IN TORT, WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES’ CONDUCT OR COMMUNICATIONS WITH ONE ANOTHER, OR WHETHER ARISING AS RESULT OF THE NATURE OF THE BASELINE MASTER SERVICES AGREEMENT OR IN CONFORMITY WITH USAGE, EQUITY OR LAW, OR OTHERWISE, INCLUDING ANY AND ALL WARRANTIES, REPRESENTATIONS, OBLIGATIONS, RIGHTS OR CONDITIONS OF TITLE, OWNERSHIP (INCLUDING BUT NOT LIMITED TO THE WARRANTY THAT THE RELEVANT PROPERTY IS FREE OF ANY OTHER RIGHTS OR CHARGES), NON-INFRINGEMENT, SATISFACTORY QUALITY, CURRENCY, ACCURACY, COMPLETENESS, APPROPRIATENESS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR A GENERAL PURPOSE, QUALITY, WORKMANSHIP, HIDDEN DEFECTS, PEACEFUL ENJOYMENT, SECURITY, DELIVERY, GOOD STATE OF REPAIR, WARRANTY AGAINST EVICTION, WARRANTY AND DUTY TO INFORM, DUTY TO ACT IN THE BEST INTEREST OF THE OTHER PARTY, OR OTHERWISE, EACH OF WHICH ARE HEREBY EXPRESSLY DENIED AND DISCLAIMED.
3. c) ERRORS & OMISSIONS. WITHOUT LIMITING THE GENERALITY OF SECTION 7.2(b), BASELINE DENIES AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY AND ALL CLAIM OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE SUBSCRIBED ONLINE SERVICES AND/OR THE SUBSCRIBED CONTENT; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SUBSCRIBED ONLINE SERVICES OR ANY PORTION THEREOF; OR (iii) ANY THIRD PARTY PRODUCTS OR SERVICES (INCLUDING WITHOUT LIMITATION ANY THIRD PARTY WEB SITES, SYSTEMS, TECHNOLOGIES, NETWORKS, INFRASTRUCTURES OR OTHER MATERIALS OR ASSETS).

11.3 Baseline’s Rights in Addressing Possible Claims

If it receives any information concerning any potential Claim, Baseline may, at its sole discretion and expense, but without any obligation to do so:

1. a) secure for Customer the right to continue to use the allegedly infringing Subscribed Online Services and/or Subscribed Content;
2. b) modify its Baseline Services and/or Baseline Content, and consequently the Subscribed Online Services and/or the Subscribed Content, to make same non-infringing;
3. c) replace the infringing Subscribed Online Services and/or Subscribed Content with functional equivalents, to make same non-infringing, in which case the Customer will immediately stop using the allegedly infringing Subscribed Online Services and/or Subscribed Content upon receiving such notice from Baseline; or

11.4 Customer’s Exclusive Remedies in Case of Injunction

If, as a result of a Claim, the Customer’s use of any Subscribed Online Services or Subscribed Content is limited by any court of competent jurisdiction, Baseline will, at Baseline’s sole and exclusive option, do either of the following:

1. a) secure for Customer the right to continue to use the allegedly infringing Subscribed Online Services and/or Subscribed Content;
2. b) modify its Baseline Services and/or Baseline Content, and consequently the Subscribed Online Services and/or the Subscribed Content, to make same non-infringing;
3. c) replace the infringing Subscribed Online Services and/or Subscribed Content with functional equivalents, to make same non-infringing, in which case the Customer will immediately stop using the allegedly infringing Subscribed Online Services and/or Subscribed Content upon receiving such notice from Baseline; or
4. d) terminate the Subscription for the infringing Subscribed Online Services and/or Subscribed Content and refund any Subscription Fees paid in advance by the Customer for unused Subscribed Online Services.

12. Indemnification

12.1 Indemnification by Baseline

Baseline will defend the Customer against any claim, demand, suit or proceeding (“Claim”) made or brought against the Customer by a third party arising out of death, personal injury or damage to tangible property to the extent caused by Baseline’s personnel in their performance of the General Consulting Services under any SOW, Special Feature Request, or Purchase Order, and will indemnify the Customer for any damages, reasonable attorneys fees and costs finally awarded against the Customer as a result of, or for amounts paid by the Customer under a court-approved settlement of, any such Claim, all of the foregoing to the extent caused by Baseline’s personnel, provided that the Customer: (a) promptly give Baseline written notice of the Claim; (b) give Baseline sole control of the defense and settlement of the Claim (except that Baseline may not settle any Claim unless it unconditionally releases the Customer of all liability); and (c) give Baseline all reasonable assistance, at Baseline’s cost.

12.2 Indemnification by the Customer relating to their implementations

Without limiting the generality of Section 8.2, the Customer also hereby undertakes and agrees to defend, indemnify, and hold Baseline, and its Representatives, harmless from and against any and all third party Claims arising out of, resulting from, or attributable to any: alleged infringement, misappropriation, or violation of such third party Intellectual Property Rights relating directly or indirectly to any and all Customer implementation decisions and configurations, this indemnification obligation being also governed by the provisions of Section 8.2.

12.3 Mutual Indemnification

Each Party (the “Indemnifying Party”) hereby undertakes and agrees to defend, indemnify, and hold harmless the other Party, as well as the other Party's Representatives (the “Indemnified Party”), from and against any and all third party Claim alleging:

1. a) any infringement, misappropriation or violation by the Indemnifying Party of any obligation relating to the Processing of any Users Personal Data by the Indemnifying Party arising out of this Professional Services Agreement and/or of any Privacy and Data Protection Laws and Regulations;
2. b) any infringement, misappropriation or violation of such third party’s Intellectual Property Rights pertaining to any IP provided by the Indemnifying Party hereunder;

and will indemnify the Indemnified Party from any damages, attorneys fees and costs finally awarded against the Indemnified Party as a result of, or for amounts paid by the Indemnified Party under a court-approved settlement of, any such Claim, provided that the Indemnified Party: (a) promptly gives the Indemnifying Party written notice of the Claim; (b) gives the Indemnifying Party sole control of the defense and settlement of the Claim (except that the Indemnifying Party may not settle any Claim unless it unconditionally releases the Indemnified Party of all liability); and (c) gives the Indemnifying Party all reasonable assistance, at the Indemnifying Party’s cost. The Indemnifying Party will have no liability for any such Claim to the extent that (i) it arises from specifications or other IP provided by the other party, or (ii) such claim is based on the Indemnified Party’s use of a superseded or altered version of IP if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the IP that was provided to the Indemnified Party. In the event that some or all of the IP is held or is reasonably believed by the Indemnifying Party to infringe or misappropriate, the Indemnifying Party may in its discretion and at no cost to the Indemnified Party (a) modify or replace the IP so it no longer infringes or misappropriates, (b) obtain a license for the Indemnified Party’s continued use of the IP in accordance with this Professional Services Agreement, or (c) require return of the affected IP and all rights thereto from the Indemnified Party. If the Indemnifying Party exercises option (c), either party may terminate the relevant SOW, Special Feature Request, or Purchase Order upon ten (10) days’ written notice given within thirty (30) days after the Indemnifying Party’s exercise of such option, subject to Section 13.3 (Payment Upon Termination).

13. Insurance Coverage

13.1 Customer Insurance Coverage

As long as this Master Services Agreement is in force and effect, the Customer will maintain, at its own expense, insurance appropriate to its obligations under any and all Baseline Agreement in Force and Effect, including as applicable general commercial liability, and errors and omissions.

13.2 Baseline Insurance Coverage

1. a) As long as this Master Services Agreement is in force and effect, Baseline hereby undertakes and agrees to maintain in force and effect, at its sole expense, for each jurisdiction in which it shall provide Baseline Services to Customer, at minimum, (i) commercial general liability insurance with a minimum combined single limit of $2,000,000 per occurrence, and (ii) technology error and omissions liability insurance covering the liability for financial loss due to error, omission or negligence of Baseline with a minimum amount of $2,000,000.
2. b) All insurance policies that Baseline undertakes and agrees to carry pursuant to this Master Services Agreement shall: (i) be primary as to Baseline's negligence and non-contributing with respect to any other insurance or self-insurance the Customer, on its own behalf and on behalf of its affiliates, may maintain; and (ii) be provided by reputable and financially responsible insurers.
3. c) Baseline shall cause its insurers to issue to the Customer within reasonable delay upon request certificates of insurance evidencing that the coverage and policy endorsements required by this Section 7.2 are in force and effect.
4. d) As of the Starting Date, each party shall be responsible for risk of loss of, and damage to, any equipment, software or other materials in its possession or under its control.

13.3 Exclusion of Indemnification Obligations

The Indemnifying Party’s obligations under Sections 8.2 (Mutual Indemnification) will not apply if the Claim is based wholly or partly on one or more of the following circumstances:

1. a) the Customer’s use of any Baseline Services or Baseline Content after Baseline has notified Customer to discontinue such use due to the Claim;
2. b) the Customer’s combination of any Baseline Services with any Third-Party Products and Services;
3. c) damages based on the value of the use of Third-Party Products and Services;
4. d) any breach of this Professional Services Agreement and/or the Baseline Online Services Agreement by the Indemnified Party; or
5. e) any trade secret or undisclosed information claim acquired by a Party (i) through improper means; (ii) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (iii) from a person who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret or undisclosed information.

13.4 Exclusive Remedy

This Section 8 (Indemnification) states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other party for any type of Claim described in this section.

14. Third-Party Products and Services

Baseline and/or third parties may make Third-Party Products and Services available to the Customer to be used in conjunction with the Baseline Solutions. Any acquisition and/or use of any such Third-Party Products and Services by the Customer is solely and exclusively governed by the terms and conditions of the applicable purchase and/or license agreements in force between the Customer and the third party provider, unless expressly provided otherwise in a Baseline Agreement in Force and Effect. Without limiting the generality of the foregoing, no Baseline Agreement in Force and Effect grants to the Customer any rights, titles, or interest in or to any Third-Party Products and Services, unless such grant is expressly provided for. The providing of any Third-Party Products and Services shall at all times remain the sole and exclusive responsibility of the relevant third party providers, to the complete exoneration of Baseline. Baseline makes no representation and shall have no liability or obligation whatsoever in relation to any such Third-Party Products and Services. Without limiting the generality of the foregoing, Baseline does not warrant nor support Third-Party Products and Services, whether or not they are designated by Baseline as “certified” or otherwise approved, and the Customer shall be deemed to acquire and/or use such Third-Party Products and Services at is own risks, unless if such warranty and/or such support is expressly provided for in a Baseline Agreement in Force and Effect.

15. Access to Customer Business Data by Third-Party Providers

If the Customer chooses to use any Third-Party Products and Services with any Baseline Online Services, the Customer hereby grants Baseline permission to allow such Third-Party Products and Services and their providers to access the Customer Business Data as required for the interoperation of such Third-Party Product and Services with the Baseline Online Services. Baseline shall not be responsible for any disclosure, modification and/or deletion of any Customer Business Data and/or Users Personal Data resulting from any access to Baseline Online Services by such Third-Party Products and Services and/or their providers.

16. Interaction between Baseline Solutions and Third-Party Products and Services

The Baseline Solutions may contain features designed to interoperate with Third-Party Products and Services. To use such features, the Customer may be required to obtain access to such Third-Party Products and Services from their providers. Baseline cannot guarantee the continued availability of such features, and may cease providing them without entitling the Customer to any refund, credit, or other compensation, notably if the provider of Third-Party Product and Services ceases to make such Third-Party Product and Services available for interoperation with the corresponding features of the Baseline Solutions in a manner acceptable to Baseline.

17. Subscription Based Software, Cloud Hosting Services, Baseline Devices

All Subscription Based Software, Cloud Hosting Services, Baseline Devices, and open source software shall be deemed to be Third-Party Products and Services.

18. Devices, Equipment, CRM Software, and Procurement Agreements

18.1 Baseline Devices

Except only for (i) Baseline Devices ordered under a Baseline Devices Procurement Agreement, (ii) packaging, export, shipping and receiving of Baseline Devices provided under the Delivery Logistic Agency Agreement, and for (iii) training provided by Baseline pursuant to the Professional Services Agreement, the Customer is solely and exclusively responsible, to the complete exoneration of Baseline, for the following:

1. a) the procurement, import, delivery, proper use, storage, custody, risk of loss, safeguard, maintenance, repair and replacement of any and all Baseline Devices useful, necessary, and/or required for proper use of the Subscribed Online Services by the Customer, its Affiliates, its Internal Users, and its External Users;
2. b) the packaging, export, shipping and receiving of any Baseline Devices provided by Customer to its External Users, including without limitation delivery and return transportation costs, shipping costs to and from Customer, shipping and transit insurance, taxes, duties and so forth;
3. c) the training of its Internal Users and External Users to the proper access and use of the Baseline Devices with the Subscribed Online Services; and
4. d) the procurement, installation, configuration, compatibility with Subscribed Online Services, proper use, safeguard, maintenance, updating, and performance of any and all CRM Software useful, necessary, and/or required for proper use of the Subscribed Online Services by the Customer, its Affiliates, its Internal Users, and its External Users.

18.2 Customer Residual Responsibilities for Hardware, Supporting Infrastructure and Networks

Except only for undertakings expressly and specifically agreed upon under the Baseline Devices Procurement Agency Agreement, the Customer is solely and exclusively responsible, to the complete exoneration of Baseline, for procuring and installing all compatible hardware, equipment, software, telecommunications, Internet access, data plans, bandwidth and other resources necessary or useful to access and use the Subscribed Online Services and the Baseline Devices.

19. User Generated Content

19.1 External Content

The Customer, the Internal Users, the External Users, the Affiliates and other authorized and unauthorized third parties may be able to post or store materials, including data, documents, information, advertisements, communications, messages and links to third party websites through the Subscribed Online Services (the “External Content”). The Customer may be able to post or provide materials (including feedback) that are part of the Subscribed Online Services in a publicly accessible or other public area that allows the Customer to communicate with others (“Public Areas of the Subscribed Services”). It also includes areas of the Subscribed Online Services to which the Customer can control access by authorized users of associated accounts (“Private Areas of the Subscribed Services”).

19.2 Intellectual Property Rights

Baseline does not sanction or approve the unauthorized use of content protected by Intellectual Property Rights. The Customer understands and agrees that sharing content that violates others’ Intellectual Property Rights shall be deemed to be a breach of this Master Services Agreement. The Customer represents and warrants that the use and publication of the content by the Customer and its External Users shall not violate the Intellectual Property Rights of any third party. The Customer understands that Baseline may remove content at any time without notice when the content violates this Master Services Agreement or an applicable code of conduct, or when Baseline has a good faith reason to believe it is necessary to do so.

19.3 Posting External Content

The Customer acknowledges and agrees that Baseline does not control nor endorse any External Content that might be posted, disclosed, or provided through the Subscribed Services. Baseline does not claim ownership of content that the Customer and others post or provide. By posting or providing content, the Customer grants to Baseline and the public (for content posted on Public Areas of the Subscribed Services), or those authorized Users of associated accounts to which the Customer has granted access (for content posted on Private Areas of the Subscribed Services), free, unlimited worldwide and perpetual permission to use, modify, copy, distribute and display the content and publish the Customer’s name with the content. The Customer also gives the public, or those members of the public to which the Customer has granted access, permission to grant these rights to others. The Customer represents and warrants that it has all the rights necessary to grant the rights in this section and that the use and publication of the content does not breach any law. Baseline will not pay the Customer for content posted on Public Areas of the Subscribed Services. This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law.

19.4 Private Areas of the Subscribed Services

The Customer acknowledges that certain technical processing of content posted on Private Areas of the Subscribed Services may be required to store and retrieve the content, conform to connecting networks’ technical requirements, or conform to the limitations of the Subscribed Online Services.

19.5 Links to Third-Party Websites

The Subscribed Online Services may contain links to third-party websites. These third-party websites are not under Baseline’s control. If Baseline has included these links in the Subscribed Online Services, it provides them as a convenience only. The inclusion of these links is not an endorsement by Baseline of any third-party website, service or product. Baseline reserves the right to disable links to any third-party website that the Customer posts on the Subscribed Online Services.

20. Limitation of Liability

20.1 Limitations of Liability

1. a) To the extent permitted by Governing Law and Privacy and Data Protection Laws and Regulations, the maximum total and aggregate liability of Baseline (including Baseline Representatives and Sub-Processors, under or in relation to this Baseline Master Services Agreement is strictly limited (i) to direct damages (ii) up to a total amount the Customer paid Baseline for the Subscribed Online Services and/or the Subscribed Content giving rise to that liability, on average, over any twelve months prior to the filing of a first claim. These limitations apply regardless of whether the liability is based in contract, tort (including negligence) or extra-contractual liability, strict liability, breach of warranties, or any other legal theory.
2. b) However, the monetary limitations set forth in Section 11.1(a)(ii) will not apply to Baseline's liability arising out of : (i) indemnifications payable by Baseline to the Customer under Section 7.3, (ii) Baseline's gross negligence or willful misconduct or that of its Sub-Processors, Sub-Contractors, and/or Representatives; or (iii) personal injury or death caused by Baseline’s negligence or that of its Sub-Processors, Sub-Contractors, and/or Representatives;
3. c) NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN IN ANY BASELINE AGREEMENT IN FORCE AND EFFECT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO ANY BASELINE AGREEMENT IN FORCE AND EFFECT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

20.2 Force majeure

Neither party will be liable for any failure in performance due to causes beyond either Party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of god, acts or omissions of internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of any Baseline services). This section will not, however, apply to the customer’s payment obligations under any Baseline agreements in force and effect. Customer further understands and agrees that from time to time, any Baseline services may be inaccessible, unavailable or inoperable for any reason, including: (a) equipment malfunctions; (b) periodic or urgent maintenance procedures or repairs which Baseline may undertake from time to time; or (c) causes beyond the reasonable control of Baseline. While Baseline will attempt to provide the Baseline services on a continuous basis, the customer acknowledges and agrees that Baseline cannot ensure or guarantee the availability of the Baseline services on a continuous or uninterrupted basis. In addition, performance under any Baseline agreements in force and effect (including in respect of connectivity and the quality of the geo-positioning data) is conditioned and dependent upon, and subject to, the performance and services quality of various third parties and intermediaries, and Baseline shall be relieved and excused of any deficiency to perform hereunder to the extent attributable to the customer or to any third parties or intermediaries.

20.3 No liability for Deletion of Customer’s Data

The Customer acknowledges and agree that, other than as expressly described in this Master Services Agreement or in the Professional Services Agreement, Baseline will have no obligation to continue to hold, save, back up, export, deliver and/or return the Customer’s Data to anyone. The Customer acknowledges that Baseline will have no liability whatsoever for deletion of the Customer Data pursuant to these terms.

21. Term, Renewals, Expiry, and Termination

21.1 Term

This Master Services Agreement is for an indefinite term, unless specified otherwise in the Quote issued to and signed by the Customer, starting on the Master Services Agreement Starting Date, and shall remain in force and effect until terminated pursuant and according to its terms and conditions. The Customer hereby waives any and all right it might have under any applicable law to terminate this Master Services Agreement other than the termination rights granted in this Section 14.

21.2 Automatic Termination of Subscribed Online Services

Any and all Subscribed Online Services shall terminate if and when this Master Services Agreement is terminated pursuant and according to its terms and conditions.

21.3 Termination, Cancellation, and Suspension for Cause by Baseline

Baseline may not terminate any Subscribed Online Services, any Subscriptions nor this Master Services Agreement for convenience. Baseline may however terminate any Subscribed Online Services, any Subscriptions and/or this Master Services Agreement, or cancel or suspend any Customer’s rights, licences, and/or privileges to use any Subscribed Online Services or any portion thereof at any time if:

1. a) the Customer breaches any terms and/or conditions of this Master Services Agreement and does not cure any and all such breaches within fifteen (15) days following receipt by Customer of a written notification by Baseline reasonably detailing any and all such breaches;
2. b) Baseline believes that the Customer’s use of the Subscribed Online Services represents a direct or indirect threat to its network function or integrity or anyone else’s use of the Baseline Services;
3. c) The Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or

Baseline is otherwise required by law to do so.

1. d) Upon notification to the Customer by Baseline of any such termination, cancellation or suspension, the Customer’s right to use the Subscribed Online Services referred to in such notification will stop immediately. A termination, cancellation or suspension of the Subscribed Online Services based on the Customer’s breach of any terms and/or conditions of this Master Services Agreement will not release the Customer from any of its obligations to pay any Subscription Fees payable pursuant to this Master Services Agreement for the duration of the Subscription Terms. A termination, cancellation or suspension of the Subscribed Online Services based on any other ground will not release the Customer from any of its obligations to pay any Subscription Fees payable pursuant to this Master Services Agreement for Subscribed Online Services provided to the Customer up until such termination, cancellation or suspension.

21.4 Termination for Cause by the Customer

Notwithstanding any provision to the contrary contained in this Master Services Agreement or applicable under applicable law, but in that case which is not of public order, the Customer may only terminate this Master Services Agreement prior if:

1. a) Any and all Subscribed Services have expired or have been duly terminated pursuant and according to the terms and conditions of their Subscriptions;
2. b) Baseline breaches any terms and/or conditions of this and does not cure any and all such breaches within fifteen (15) days following receipt by Baseline of a written notification by Customer reasonably detailing any and all such breaches;
3. c) Baseline becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or
4. d) Customers are otherwise required by law to do so.

Upon notification to Baseline by the Customer of any such termination, the Customer’s right to use the Subscribed Online Services will stop immediately. Such termination will not release Customer from any of its obligations to pay any Subscription Fees payable pursuant to this Master Services Agreement for Subscribed Online Services provided up until such termination.

21.5 Effect of Termination

Upon expiry of the Subscription Term or termination of this Master Services Agreement by either Party for any reason, the following rules will apply:

1. a) Unless the Customer exercises its option pursuant to Section 13.1 (Option to Request Termination Assistance Services), Baseline shall be authorized to delete Customer Data permanently from all its records thirty (30) days following such termination. At the expiry of such delay, the Customer is and hereby acknowledges being, solely responsible, to the complete exoneration of Baseline, for taking the necessary steps to back up Customer Data and ensure that it maintains its primary means of business; and
2. b) All Baseline Devices Procurement Agency Agreement and all Delivery Logistic Agency Agreement in force and effect between the Parties will automatically terminate, according to their specific terms and conditions.

21.6 Survival of Other Agreement and Other Dispositions

Upon expiry of the Subscription Term or the termination of this Master Services Agreement by either Party for any reason, the following agreements and provisions shall survive:

1. a) the Professional Services Agreement; and
2. b) Sections 4 (Fees and Payment for Subscribed Services), 5 (Proprietary Rights and Licenses), 6 (Confidentiality, Sensitive Data Security), 7 (Representation, Warranties, Exclusive Remedies, and Disclaimers), 10 (User Generated Content), 11 (Limitation of Liability), 12 (Term, Renewals, Expiry, and Termination), 13 (Termination Assistance Services), and 14 (General Provisions) of this Master Services Agreement, as well as any and all of its other provisions necessary for the application of those surviving provisions.

22. Termination Assistance Services

22.1 Option to Request Termination Assistance Services

Upon termination of this Master Services Agreement pursuant to Section 12.4 (Termination for Cause by the Customer), the Customer shall have the option, but not the obligation, to request Baseline to provide the Termination Assistance Services according to this Section 13, provided that such request is filed with Baseline by its Duly Authorized Representative no later than thirty (30) days following such termination. The Termination Assistance Services must be ordered through a Purchase Order under the Professional Services Agreement agreed upon by the Parties, shall be for a definite term of no less than one (1) month and no more than three (3) months following the effective date of termination (the “Termination Assistance Period”). All General Consulting Fees and all Subscription Fees payable under the aforementioned Purchase Order shall be paid in one (1) installment, before any General Consulting Services may be provided by Baseline.

22.2Termination Assistance Services

The Termination Assistance Services shall be comprised exclusively of the following services, to be provided by Baseline for, but only for, the duration of the Termination Assistance Period (the “Termination Assistance Services”):

1. a) in consideration for the payment of the then current Subscription Fees, and the whole subject to the same terms and conditions provided for under this Master Services Agreement, Baseline shall continue to provide the Subscribed Online Services; and
2. b) in consideration for the payment by the Customer of the General Consulting Fees payable pursuant to the aforementioned Purchase Order, and the whole subject to the terms and conditions of said Professional Services Agreement, as well as any and all limitations, restrictions and disclaimers stated in the then-current Termination Assistance SLA, Baseline shall perform General Consulting Services as reasonably requested by the Customer to assist the Customer in implementing and executing a Customer Data migration plan until the transition of the Customer Data to a new platform offering alternate telematics functionalities and services reasonably equivalent to those offered under the Subscribed Online Services has been successfully completed.

23. General Provisions

23.1 Governing Law

Both Parties agree that the laws that will govern, interpret, and enforce the Parties’ respective rights, duties and obligations arising from, or relating in any manner to, the subject matter of this Master Services Agreement, without regard to conflict of law principles, shall be the laws determined by the Governing Law provisions of the province of Quebec or the federal courts of Canada situated therein, as applicable, sitting in the district of Laval.

23.2 Jurisdiction

The sole and exclusive venue and jurisdiction over any action, claim, demand, proceeding or lawsuit whatsoever arising under or in relation to this Master Services Agreement shall be the courts determined by the Jurisdiction provisions the Governing Law. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction. The Parties waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts.

23.3 Export Compliance

Each Party represents that it is not named on any Canadian government denied-party list. Neither Party will access or use any Baseline Online Services or Confidential Information provided to it hereunder in a Canadian embargoed country or in violation of any Canadian export law or governmental regulation.

23.4 Anti-Corruption

The Customer declares not having received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Baseline’s Representatives in connection with this Master Services Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If the Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Baseline.

23.5 Order of Precedence

In the event of any conflict or inconsistency between the provisions of this Master Services Agreement and any Subscription (as applicable), the provisions of such Subscription will prevail. In the event of any conflict or inconsistency between the provisions of this Master Services Agreement and the Professional Services Agreement, the provisions of the Professional Services Agreement will prevail.

23.6 Severability

If a court holds any provision of this Master Services Agreement to be illegal, invalid or unenforceable, the other sections of said Master Services Agreement will remain in full force and effect and will not be affected by this decision. This Master Services Agreement will be amended to give effect to the eliminated provision to the maximum extent possible.

23.7 English Language Controls

If there are any discrepancy between the English version of this Master Services Agreement and any version of another language, the English version takes precedence. If the Customer is in Canada, it is the express wish of both parties that this this Master Services Agreement, and any associated documentation, be written and signed in English. Il est de la volonté expresse des parties que ce Master Services Agreement, ainsi que les documents s’y rattachant soient rédigés en anglais.

23.8 Legal Remedies

No failure or delay by a Party in exercising any right, power or privilege under this Baseline Online Services shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege thereunder. Damages resulting from the breach of this Master Services Agreement may well be impossible to measure accurately, and injuries sustained by a Party may well be incalculable and irremediable. Therefore, in addition to claiming damages in respect thereof, each Party is entitled as a matter of right to seek an injunction to prevent a breach of the covenants and obligations thereof and such right shall be cumulative and in addition to any other remedies which may be available.

23.9 Assignment and Affiliates

1. a) Subject to the foregoing, all Baseline Agreements in Force and Effect will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
2. b) Neither Party may assign any of its rights or obligations under any Baseline Agreements in Force and Effect, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, that either Party may assign all Baseline Agreements in Force and Effect in their entirety, without the other party’s consent, to its Affiliate(s) or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, so long as such assignee entity shall expressly assume in writing the performance of the assignor's obligation under all Baseline Agreements in Force and Effect, and have at least substantially similar resources to perform such obligations. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice.

23.10 Entire Agreement

This Master Services Agreement, and the relevant complimentary documents, Purchase Orders and Subscription Forms, constitute the entire agreement between the Parties concerning the provision of Baseline Online Services by Baseline to the Customer and its Affiliates, and supersedes any prior or contemporaneous communications, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Master Services Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

23.11 Notices

Except as otherwise specified in the Professional Services Agreement, all notices, authorizations, and requests in connection with any and all Baseline Agreements in Force and Effect must be made in writing and sent by regular or overnight mail, or express courier, to the address of the other Party stated hereunder, or to such other address of such Party if it has previously been modified by duly delivered written notice. Notices of termination or of indemnifiable claims must clearly be identifiable as such by bearing the terms "Termination Notice" or "Indemnification Notice". Notwithstanding the foregoing, any and all notices to be given to the Customer by Baseline may be sent via email at the email address provided by a Duly Authorized Representative of the Customer.

Baseline: Baseline Telematics Inc.

324, Chemin du Tour,

Laval (Quebec) H7Y 1S5 Canada

Contact for notices: Paul-André Savoie, ASC
President & CEO
Email address: pasavoie@baseline.io

Customer: As specified in the relevant Submission Form indicating the Customer’s acceptance of this Master Services Agreement