Master Services Agreement (MSA)
Effective Date: March 1, 2026
Introduction
This Master Services Agreement ("Agreement") is entered into by and between BaseMonkeys LLC, doing business as BaseQR.ai ("Company"), and the client ("Client"). BaseQR.ai is a product and subsidiary of BaseMonkeys LLC. By accessing, purchasing, or using the Services, Client agrees to be bound by this Agreement.
1. Scope of Services
Company provides access to a software platform for dynamic QR code creation, routing, management, and analytics ("Services"). Services may be provided via subscription, order form, or statement of work ("Order"). Company may modify or discontinue features at any time without liability.
2. Orders and Commercial Terms
Each Order defines pricing, scope, and applicable limits. In the event of a conflict: Order → this Agreement → any other materials
3. Fees, Billing, and Payment
Fees are billed in advance. All payments are non-refundable Subscriptions auto-renew unless canceled prior to renewal date. Company may, but is not obligated to, provide renewal reminders. Cancellation is effective at the end of the billing cycle No prorated refunds Company may suspend Services for non-payment without liability Pricing changes: Company reserves the right to update pricing upon at least thirty (30) days' prior written notice. Continued use of the Services after the effective date constitutes acceptance of updated pricing.
4. Client Responsibilities and Acceptable Use
Client is solely responsible for: All QR destinations, links, and content Compliance with all applicable laws and regulations Ensuring content is not misleading, harmful, or unlawful Client shall not use the Services to: Distribute malware, phishing, or deceptive redirects Violate privacy, advertising, or consumer protection laws Misrepresent identity or intent Interfere with or disrupt the Services Company may remove content or suspend access at its sole discretion.
5. License
Company grants Client a limited, revocable, non-exclusive, non-transferable license to use the Services. No resale, sublicensing, or unauthorized commercial exploitation is permitted.
6. Data and Ownership
Client retains ownership of its data and content. Company retains all rights to the platform and underlying technology. Client grants Company a limited license to process data solely to provide the Services.
7. Data, Routing, and Analytics Disclaimer
Client acknowledges: QR routing depends on internet infrastructure and third-party systems Changes to destinations may not propagate instantly Analytics data may be delayed, estimated, sampled, or incomplete Device, browser, and network limitations impact data accuracy The Services are not a system of record and should not be relied upon for audited, legal, or compliance reporting.
8. Third-Party Dependencies
Services rely on third-party providers (e.g., cloud hosting, CDN, payment processors). Company is not responsible for outages, delays, or failures caused by third parties.
9. Service Availability
Services are provided without uptime guarantees. Company may: Perform maintenance Modify or remove features Interrupt Services as needed No service credits or refunds apply unless explicitly stated in an Order.
10. Security and Data Loss
Company implements commercially reasonable safeguards. However: No system is immune to breaches or failure Client is responsible for maintaining backups of critical data Company is not responsible for data loss, corruption, or unauthorized access.
11. Suspension and Termination
Company may suspend or terminate access immediately if: Client breaches this Agreement Payment is overdue Client activity creates legal, reputational, or security risk Company may act without prior notice where risk is present. Upon termination: Access is revoked Data may be permanently deleted after seven (7) days. Company has no obligation to retain, export, or restore any data after this period. Client is solely responsible for exporting its data prior to termination.
12. Disclaimer of Warranties
Services are provided "as is" and "as available." Company disclaims all warranties, including: Merchantability Fitness for a particular purpose Non-infringement Company does not guarantee performance, uptime, or results.
13. Limitation of Liability
To the maximum extent permitted by law: Company shall not be liable for: Lost revenue, profits, or business opportunities Loss of data Reputational harm Indirect, incidental, or consequential damages Client expressly waives any right to seek consequential, special, punitive, or exemplary damages against Company, regardless of whether Company has been advised of the possibility of such damages and regardless of the form of action (contract, tort, or otherwise). Total liability is capped at fees paid in the twelve (12) months preceding the claim.
14. Indemnification
Client agrees to indemnify and hold harmless Company from any claims arising from: Client content or QR destinations Misuse of the Services Violations of law or third-party rights
15. Confidentiality
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party agrees to: Protect the other party's Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care Use Confidential Information solely for purposes of this Agreement Not disclose Confidential Information to any third party without prior written consent Confidential Information does not include information that: Is or becomes publicly known through no breach of this Agreement Was rightfully known before disclosure Is independently developed without use of Confidential Information Is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where permitted These obligations survive termination of this Agreement for a period of two (2) years. For clarity, Client's data and content is Client's Confidential Information. Company's platform, pricing, technology, and business methods are Company's Confidential Information.
16. Modifications
Company may update this Agreement at any time. Continued use of Services constitutes acceptance.
17. Governing Law and Arbitration
This Agreement is governed by the laws of North Carolina. Disputes shall be resolved in Wake County, North Carolina. Company may elect binding arbitration under American Arbitration Association rules. Proceedings are confidential and final.
18. Force Majeure
Company shall not be liable for failure or delay caused by events beyond its control, including outages, cyberattacks, or infrastructure failures.
19. Discontinuation of Services and Business Closure
Company reserves the right to discontinue, suspend, or permanently shut down the Services, in whole or in part, at any time and for any reason, including cessation of business operations. Where practicable, Company will use commercially reasonable efforts to provide at least thirty (30) days' prior written notice of a planned discontinuation. However, no notice period is guaranteed and Company has no obligation to provide advance notice in the event of an emergency shutdown, security incident, regulatory requirement, or closure of operations. Upon discontinuation or business closure: Client's access to the Services will terminate immediately or as of the date specified in any notice Company shall have no obligation to provide refunds, credits, or compensation of any kind Company shall have no obligation to export, transfer, or preserve Client data Company shall not be liable for any losses, damages, or claims arising from or related to the discontinuation of Services or closure of the business Client acknowledges that the Services are provided on a subscription basis and that no expectation of perpetual availability is created by this Agreement or any marketing materials.
20. Entire Agreement
This Agreement and any Orders constitute the entire agreement between the parties.
21. Contact
BaseQR.ai A subsidiary of BaseMonkeys LLC Raleigh, North Carolina