Master Service Agreement

Terms of Use

This Master Services Agreement (the "Agreement") is between Aspire USA LLC., d/b/a DockMaster Software, a Delaware limited liability company with its office at 19321 US Hwy 19 N, Suite 607, Clearwater, Florida 33764, and its parent company, Valsoft Corporation Inc., a Quebec corporation having its registered office address at 7405 TransCanada Highway, Suite 100, H4T 1Z2, Montreal, Quebec, Canada (collectively, "DockMaster"), and the client identified on the Order Form executed by the parties (the "Client"). This Agreement incorporates by reference each Order Form executed by the parties, as may be amended from time to time.

DockMaster is a marine management software solution for marinas, boat dealerships, boat repair centers, and boatyards offered as a Software as a Service ("SaaS") application ("Hosted Services"). On a limited basis DockMaster may offer an on-premise application ("Premise Services").

1. The Services.

Client subscribes to the DockMaster products and services selected on each Order Form (for purposes of this Agreement, either the Hosted Services or the Premise Services, as applicable, shall be referred to as the "Services") on the terms set forth herein.

1.1 Hosted Services (SaaS)

DockMaster shall provide access to the DockMaster Operations software and such other software for which Client subscribes on each Order Form, solely for Client's internal business purposes and solely for use by Authorized Users during the Term. All rights not expressly granted are reserved by DockMaster. The Hosted Services include all updates during the Term which DockMaster makes generally available at no additional cost to its clients, but do not include updates containing new or different functionality for which DockMaster charges separately.

1.2 Premise Services

DockMaster hereby grants to Client the non-exclusive, non-transferable right to install and use the DockMaster Operations software as described on the attached Order Form on the designated Computer Server, which shall be located in a facility owned or controlled by Client. This license extends only to Client's internal business purposes and solely for use by Authorized Users during the Term and shall not extend to any use in the nature of a service bureau, rental, leasing, outsourcing, or other use for the benefit of a third party. DockMaster retains all rights not expressly granted to Client.

1.3 Implementation and Training Services

All delivery, installation, training, and other implementation services shall be performed in accordance with the Statement of Work (SOW) and/or Order Form. Installation shall consist of loading the DockMaster software on the Client's computer system in accordance with the functional specifications and capabilities listed in the applicable user documentation. Client acknowledges that DockMaster's ability to perform implementation-related services is dependent upon Client's timely provision of and access to all necessary personnel, equipment, and facilities. Client's failure or delay in providing these items will result in delays and may result in additional fees.

1.4 Support Services

During the Agreement Term, DockMaster shall render support services in accordance with the Service Level Agreement set forth in Section 6 subject to the compensation described on the Order Form.

2. Restrictions on Use.

Client may not:

(a) Sell, resell, share, lease, or make the Services, or any portion thereof, available to any third party.

(b) Create internet links to the Services or frame or mirror any portions of the Services on any other server or device.

(c) Access the Services to create a copy, derivative work, reverse engineer, reverse assemble, disassemble, or decompile the Services or otherwise attempt to discover any source code, or modify the Services in any manner or form, including for the purpose of building a similar or competitive product or service.

(d) Use the Services in any manner that exceeds the scope of use permitted under an Order Form or this Agreement.

(e) Use the Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material; send or store computer viruses or other harmful code; interfere with the integrity or performance of the Services; or attempt to gain unauthorized access to any DockMaster systems.

(f) API Use Restrictions. DockMaster may make available application programming interfaces ("APIs") to enable integration with the Services. The APIs are provided solely for the purpose of integrating Client's internal systems or reputable third-party business platforms with the Services. Permitted integrations include, for example, established CRM, accounting, marketing automation, commerce, or similar enterprise platforms. Client may not use the APIs to develop, power, or operate any standalone application, software product, or service that replicates, substitutes for, or competes with the Services, including applications generated or assembled using automated coding tools, low-code/no-code platforms, or AI-assisted development tools. The APIs may not be used to create a commercial product, public application, or service offering that exposes or relies on the functionality of the Services as a core component.

Client shall at all times comply with all applicable laws in using the Services and shall not remove any copyright, trademark, or proprietary rights notices from the Services. Client grants DockMaster the right to audit Client's use of the Services, with reasonable notice, to ensure compliance with this Agreement.

3. Reasonable Expectations.

DockMaster software is a management and decision-support tool intended to assist marine industry operators in running their business operations. The effectiveness of DockMaster depends substantially on the quality, completeness, and timeliness of data input into the system, as well as the operational decisions made by the Client's team. DockMaster does not guarantee any specific business outcome, revenue lift, or operational result and disclaims liability for any loss of business, revenue, or opportunity resulting from the use or inability to use the software. All operational decisions, pricing strategies, inventory control, and business judgments remain the sole responsibility of the Client.

DockMaster is provided "as-is" and may from time to time contain software defects or experience interruptions in performance. While DockMaster will make commercially reasonable efforts to correct known or reported defects, no guarantees are made as to specific timelines for fixes or uninterrupted operation, except as set forth in the Service Level Agreement in Section 6.

By executing this Agreement, Client affirms satisfaction with the DockMaster product as it exists at the time of signing and understands that performance improvements depend on internal operational alignment, user adoption, and data quality.

4. Client Data.

4.1 Hosted Services

DockMaster shall make backup copies of the Client Data in Client's account and store such data for a minimum of seven (7) days (unless legally required to maintain such data longer). Client grants DockMaster a limited, non-exclusive, non-transferable license to copy, store, record, transmit, maintain, display, and otherwise use Client Data to the extent necessary to provide the Services, and for approximately thirty (30) days after termination for the sole purpose of maintaining backup copies at DockMaster's offsite storage facility. As between Client and DockMaster, Client Data shall at all times remain the property of Client.

4.2 Premise Services

For Premise Services, Client acknowledges sole responsibility for performing backups of data and maintaining backup copies. DockMaster does not perform backups or keep backup copies of Client's on-premise data.

4.3 Client Responsibilities

Client is solely responsible for Client Data and will not provide, post, or transmit any data that: (a) infringes or violates any intellectual property rights, publicity or privacy rights, law, or regulation; or (b) contains any viruses or programming routines intended to damage or intercept any system, data, or personal information.

5. Fees and Payments.

(a) Payment Terms. In consideration of the Services, Client agrees to pay the fees set forth in the Order Form (the "Fees"). DockMaster shall invoice Client according to the terms of the Order Form. All invoices are due and payable within thirty (30) days of the invoice date. Support Services fees are due in advance on the first day of each billing period. Late invoices are subject to interest of 1.5% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection.

(b) Suspension for Non-Payment. DockMaster reserves the right to suspend and/or terminate access to the Services and/or revoke any license granted hereunder if any Fees are past due and Client fails to cure such non-payment within ten (10) days of receipt of written notice. Such suspension shall not relieve Client from its obligation to pay all amounts due.

(c) Calculation of Fees. Client acknowledges that the Fees are based on options selected by Client and listed on the Order Form. For Hosted Services, the monthly SaaS Rate shall be guaranteed for the first twelve (12) months. DockMaster reserves the right to increase the SaaS Rate annually after the first year, with at least sixty (60) days' written notice prior to the start of a Renewal Term.

(d) On-Site Services. If DockMaster performs Services on-site, Client shall pay actual travel, living, and out-of-pocket expenses reasonably incurred.

(e) Taxes. All Fees do not include sales, property, use, value-added, or ad valorem taxes (collectively "Taxes"), all of which shall be paid by Client. Client shall not be responsible for taxes on DockMaster's net income.

6. Service Level Agreement.

6.1 Uptime Commitment (Hosted Services Only)

DockMaster will use commercially reasonable efforts to make the Hosted Services available with a monthly uptime percentage of at least 99.9% ("Uptime Commitment"), measured on a monthly calendar basis and excluding: (i) scheduled maintenance with at least forty-eight (48) hours' prior written notice during low-usage windows; (ii) force majeure events; (iii) downtime caused by Client-side issues such as internet connectivity or third-party systems; and (iv) emergency maintenance to protect system integrity or security.

6.2 Support Standards

DockMaster assigns a priority level to each Service Ticket based on Impact and Severity:

Priority 1 – Emergency: Initial response within thirty (30) minutes during Normal Working Hours or Emergency Hours. Work-around as quickly as possible. Full resolution within four (4) hours. Hourly updates until resolved.

Priority 2 – Quick Response: Initial response within two (2) hours during Normal Working Hours. Resolution within eight (8) hours.

Priority 3 – Normal Response: Initial response within one (1) business day. Work-around or full resolution within ten (10) business days.

Priority 4 – Scheduled: Software updates, scheduled maintenance, configuration changes, and similar non-urgent items. May be billable at DockMaster's standard hourly rates.

7. Ownership.

As between the parties, DockMaster (and its licensors, where applicable) will retain all right, title, and interest in the Services, report formats generated by the Services, and all DockMaster Confidential Information, as well as any revisions, modifications, enhancements, and derivative works thereof, together with the intellectual property rights therein. DockMaster retains all rights not expressly granted herein.

8. Third-Party Content, Products, and Services.

The Services may enable Client to link to, transmit Client Data to, or otherwise access third-party websites, content, products, services, and information. DockMaster does not control and is not responsible for such third-party content, and Client shall bear all risks associated with access to and use thereof. DockMaster may update, change, or modify the Services as a result of changes in or unavailability of third-party content or APIs. Any such changes do not affect Client's obligations under this Agreement.

9. Confidentiality.

"Confidential Information" means any and all information disclosed by either party to the other, verbally, electronically, visually, or in written or tangible form, which is either identified or should reasonably be understood to be confidential or proprietary, including this Agreement and its terms, conditions, and pricing. DockMaster's Confidential Information includes its proprietary technology, trade secrets, computer programs, software, formulas, data, designs, know-how, inventions, techniques, marketing plans, documentation, strategies, and forecasts. Client's Confidential Information includes Client Data, financial data, personnel records, marketing information, and any other data relating to Client's business.

Confidential Information does not include information that is: (i) publicly available; (ii) already in the receiving party's possession without confidentiality obligation; (iii) obtained from authorized third parties; or (iv) independently developed without reference to the other party's Confidential Information.

Each party agrees to: (a) not disclose the other party's Confidential Information to any third party except as authorized by this Agreement; (b) limit disclosure to employees and contractors with a need to know who are bound by equivalent non-disclosure obligations; and (c) treat the other party's Confidential Information with the same degree of care it accords its own, but no less than reasonable care. Disclosure in response to a valid court order is permitted, provided the disclosing party gives commercially reasonable prior written notice.

10. Term and Termination.

(a) Term. This Agreement shall remain in effect for the Initial Term specified in the Order Form. Upon completion of the Initial Term, this Agreement shall automatically renew for additional twelve (12) month periods (each a "Renewal Term") unless either party provides written notice to the other at least one hundred twenty (120) days prior to the expiration of the then-current term.

(b) Adjustment of Licenses/Units. Client may add licenses or units at then-current prices at any time during the Agreement Term. Reductions are governed as follows:

(i) Standard Licensing. For Clients on standard per-license or per-unit pricing, reductions to the number of licenses or units may only be made at the end of the then-current Term (Initial Term or Renewal Term), effective upon the start of the next Renewal Term, by providing written notice in accordance with the applicable notice period set forth in Section 10(a).

(ii) Tiered (Bucket) Licensing. For Clients on tiered pricing structures as defined in the Order Form, Client may reduce the number of licenses or units during the Agreement Term provided that such reduction does not cause Client to fall below the minimum threshold of their current pricing tier. Any reduction that would move Client into a lower pricing tier may only be made at the end of the then-current Term, effective upon the start of the next Renewal Term, by providing written notice in accordance with the applicable notice period set forth in Section 10(a).

(iii) General. In all cases, the minimum number of supported licenses or units is four (4). All reductions are subject to the terms of the applicable Order Form.

(c) Termination with Cause. Either party may terminate this Agreement upon written notice if the other party defaults in the performance of any material obligation (except payment defaults by Client, which are governed by subsection (e)) and fails to substantially cure such default within thirty (30) days after written notice specifying the default.

(d) Termination for Non-Payment. If Client defaults in payment of any amount due and does not cure such default within ten (10) days after written notice, DockMaster may terminate this Agreement.

(e) Effect of Termination. Upon termination or expiration for any reason: (i) each party shall return all property of the other party, including Confidential Information; (ii) DockMaster will cease performing all Services; (iii) all licenses granted hereunder shall be revoked; and (iv) all Client and Authorized User access to the Services shall be immediately terminated. DockMaster shall make Client Data available for export for thirty (30) days following termination, after which DockMaster may delete all Client Data.

(f) Survival. Sections 2, 3, 5, 7, 9, 10, 11(b), 11(c), 12, 13, and 15 shall survive termination or expiration of this Agreement.

11. Limited Warranties and Disclaimer.

(a) Performance Warranty. DockMaster warrants that the Services will conform in all material respects to the specifications contained in the Order Form and that the Services shall be provided in a workmanlike and professional manner by competent personnel. Client's sole remedy for breach of this warranty is for DockMaster to use commercially reasonable efforts to re-perform the applicable Services at no additional charge.

(b) DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, NEITHER DOCKMASTER NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. DOCKMASTER DOES NOT WARRANT THAT (I) THE SERVICES WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, OR SYSTEMS NOT PROVIDED BY DOCKMASTER, (II) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (III) THE SERVICES WILL MEET CLIENT'S REQUIREMENTS.

(c) INTERNET DISRUPTION. CLIENT'S ACCESS TO THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, OR OTHER DISRUPTIONS INHERENT TO USE OF THE INTERNET. IN NO EVENT SHALL DOCKMASTER BE LIABLE FOR ANY DAMAGES ATTRIBUTABLE TO THE PUBLIC INTERNET INFRASTRUCTURE OR CLIENT'S ABILITY TO CONNECT TO THE INTERNET.

12. Limitation of Liability.

NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (UNDER ANY THEORY INCLUDING NEGLIGENCE, CONTRACT, OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL DOCKMASTER'S TOTAL CUMULATIVE LIABILITY RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID TO DOCKMASTER BY CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FORMAL WRITTEN NOTICE OF THE CLAIM. ALL CLAIMS SHALL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

13. Indemnification.

DockMaster shall, at its own expense, defend or settle any third-party claim alleging that the Services, when used by Client as provided in this Agreement, infringe a third-party United States patent, copyright, trade secret, or trademark, and shall pay all costs (including reasonable attorney's fees) and damages finally awarded or paid in settlement. DockMaster's obligations are conditioned upon Client providing: (a) prompt written notice; (b) reasonable assistance; and (c) sole authority to control the defense.

DockMaster may, at its option and expense, as Client's exclusive remedy: (i) replace the Services with a functionally equivalent, non-infringing product; (ii) modify the Services to avoid the infringement; (iii) obtain a license for continued use at no additional charge; or (iv) cease providing the infringing portion and refund a proportionate share of the Fees.

DockMaster shall have no liability for claims arising from: (1) use of the Services not in accordance with this Agreement; (2) use with programs, data, or equipment not provided by DockMaster; or (3) compliance with Client's designs, specifications, or instructions.

14. Americans with Disabilities Act.

DockMaster is committed to ensuring accessibility of its solutions and uses commercially reasonable efforts to provide accessible services. However, Client understands that it is not settled whether or how the ADA applies to commercial websites and what standard must be applied. Client is fully responsible for determining the laws and regulations applicable to its own website(s). DockMaster's indemnification obligations under Section 13 exclude any claims related to the ADA or equivalent legislation in other jurisdictions.

15. Export.

Client acknowledges that the Services may be subject to United States export controls and agrees not to export or re-export the Services or any technical information without fully complying with the United States Export Administration Act and all applicable regulations.

16. General Provisions.

(a) Assignment. Client may not assign its rights or delegate its duties without DockMaster's prior written consent. This Agreement shall bind each party's successors and permitted assignees.

(b) Subcontracting. DockMaster may subcontract certain Services to affiliates or third parties, provided no such arrangement relieves DockMaster of its obligations hereunder.

(c) Change in Services. DockMaster may change, modify, or convert the technology used to provide the Services, provided the basic functionality and quality will not be materially affected.

(d) Force Majeure. If performance (other than payment) is interfered with by any condition beyond a party's reasonable control, including disruption of internet access or services, the affected party shall be excused from such performance upon prompt notice.

(e) Governing Law; Venue; Arbitration. This Agreement shall be governed by the laws of the State of Florida, excluding its choice-of-law principles. Disputes shall be submitted to confidential arbitration in Palm Beach County, Florida, under the rules of the American Arbitration Association, except that DockMaster may seek injunctive relief in the state or federal courts of Palm Beach County, Florida. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

(f) Independent Contractors. The parties are independent contractors. No agency, partnership, franchise, joint venture, or employment relationship is created by this Agreement.

(g) Notice. All notices shall be sent by email. Email notice is effective upon the date sent if during normal business hours, or the next business day if sent after normal business hours.

(h) Non-Solicitation. Client shall not, during the Term and for one (1) year following expiration or termination, directly or indirectly solicit, recruit, employ, or hire any employee of DockMaster without DockMaster's prior written consent.

(i) Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force. The parties agree to replace any invalid provision with a valid provision most closely approximating the intent and economic effect of the invalid provision.

(j) No Third-Party Beneficiaries. Except as expressly provided, there shall be no third-party beneficiaries to this Agreement.

(k) Publicity. Neither party shall issue publicity or marketing communications concerning the other party without prior written approval.

(l) Entire Agreement. This Agreement (including all Order Forms and attachments) sets forth the entire understanding and agreement of the parties and supersedes all prior agreements. No modification shall be binding unless mutually agreed in writing. The waiver of any breach shall not constitute a waiver of any subsequent breach.

(m) Security and Compliance. DockMaster maintains an information security policy containing appropriate administrative, technical, and physical safeguards; conforming to applicable data protection laws; and setting forth policies consistent with PCI DSS standards, card network rules and regulations, and Financial Services Industry Best Practices, to the extent applicable to the Services. A copy of DockMaster's Attestation of Compliance (AOC) is available upon request.

17. Definitions.

(a) "Authorized Users" means the named employees or contractors of Client or a Client Affiliate authorized to use the Services pursuant to an Order Form and whose identity has been reported in writing to DockMaster (and in the case of contractors, who are not competitors of DockMaster).

(b) "Client Affiliate" means any legal entity that Client controls through beneficial ownership of more than 50% of the voting interests.

(c) "Client Data" means any data, information, or other materials provided to DockMaster by Client in the course of implementing and/or using the Services.

(d) "Computer Server" means the single computer server supplied by Client on which the licensed software is installed for use.

(e) "Emergency Hours" means all times other than Normal Working Hours in which DockMaster will respond to emergency calls: 7:00 PM to 10:00 PM EST Monday through Friday, and 8:00 AM to 10:00 PM EST on Saturday, Sunday, and holidays.

(f) "Initial Term" means the period indicated as the Initial Term in the first Order Form executed by the parties.

(g) "Normal Working Hours" means Monday through Friday from 8:00 AM to 7:00 PM Eastern Time.

(h) "Services" means the Hosted Services or Premise Services, as applicable, subscribed for by Client on an Order Form, together with any documentation, tools, utilities, methodologies, specifications, techniques, or other related materials.

(i) "Order Form" means each ordering document executed by authorized representatives of both Client and DockMaster in connection with this Agreement.

(j) "Service Ticket" means a numbered ticket assigned to each support issue reported to DockMaster's Support Center for tracking and resolution purposes.

(k) "APIs" means the application programming interfaces, including any associated documentation, credentials, and access keys, that DockMaster may make available to Client for the purpose of enabling programmatic integration with the Services.