Master Service Agreement

GovSoft Master Service Agreement

This Master Service Agreement (“Agreement” or “MSA”) is entered into by and between GovSoft, LLC, an Ohio limited liability company (“GovSoft”, “we”, “us”) and the customer, entity, or organization executing a Service Order that incorporates this MSA by reference (“Customer”, “you”). This MSA governs your access to and use of the EasyBMV service.

By executing a Service Order that incorporates this MSA by reference, you agree to be legally bound by these terms.

ARTICLE 1. THE EASYBMV SERVICE

1.1. Service Description. GovSoft operates the EasyBMV® platform, an online marketplace that facilitates certain government motor vehicle services (example: electronic motor vehicle registration transactions in Ohio) (the “Service”).
1.2. Service Access. Subject to Customer’s compliance with this MSA and the applicable Service Order, GovSoft grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Term for its internal business purposes.
ARTICLE 2. FEES, DEPOSIT, AND PAYMENT TERMS

2.1. Prepaid Deposit. Customer shall maintain a prepaid monetary balance with GovSoft (the “Deposit”) to fund future vehicle registration transactions through the Service. This Deposit will be set by GovSoft and used to pay the Ohio BMV fees and any associated service fees for Customer’s transactions on the EasyBMV platform.
2.2. Earned Upon Receipt. All Deposit funds are non-refundable and considered fully earned as revenue by GovSoft at the time of payment. Customer acknowledges and agrees that the Deposit is an advance payment for services and not a trust or escrow fund being held for Customer’s benefit. The parties make this arrangement with the understanding that under Ohio law, a supplier accepting a deposit must clearly disclose whether it is refundable, and that non-refundable deposits are enforceable if mutually agreed and reasonable. In accordance with Ohio Rev. Code § 1302.92(A), which permits reasonable liquidated damages in contracts, the Deposit is deemed a fair and reasonable pre-estimate of the efforts and resources GovSoft allocates to support Customer’s access to the EasyBMV system.
2.3. Replenishment. Customer is responsible for monitoring its Deposit balance and replenishing it as necessary to avoid service interruption. If the Deposit is depleted or falls below the amount needed to cover pending transactions, GovSoft may, in its sole discretion, suspend the processing of new transactions until Customer restores a sufficient Deposit balance. GovSoft is not obligated to extend credit to Customer.
2.4. No Refunds. Except as expressly required by law, no portion of the Deposit will be refunded to Customer. Any unused Deposit balance is forfeited to GovSoft if this Agreement is terminated or if Customer stops using the EasyBMV service. The parties acknowledge that Customer’s up-front payment secures Customer’s access to the EasyBMV platform and same-day payment technology, and GovSoft will have incurred development, administrative costs, and reserved system resources in reliance on the Deposit. Therefore, Customer agrees it has no right to reclaim any prepaid amounts, even if actual transaction volume is lower than expected or if Customer discontinues use of the service.
2.5. Accounting. GovSoft will provide Customer with access to an online account statement detailing all transactions and deductions from the Deposit.
2.6. No Interest. The Deposit is a non-interest-bearing advance. Customer is not entitled to any interest or other earnings on funds held by GovSoft.
ARTICLE 3. PAYMENT AUTHORIZATION

Customer agrees to provide accurate and complete payment account information as required in the executed Service Order (“Payment Account”). Customer expressly authorizes GovSoft and its designated payment service providers to initiate debit and credit entries to the Payment Account in accordance with the authorization provided in the executed Service Order for all amounts due under this Agreement, including the initial Deposit and all subsequent replenishments.

ARTICLE 4. CONFIDENTIALITY AND DATA

4.1. Confidentiality of Transaction Data. Both parties acknowledge that during the course of using the EasyBMV service, certain transactional and personal data will be provided to GovSoft (and potentially its affiliates or subcontractors) in order to process vehicle registrations (“Transaction Data”). GovSoft, LLC and its subsidiaries agree that they will use the Transaction Data only in the course of their normal business operations and will keep all such Transaction Data confidential. GovSoft and its subsidiaries will not disclose Customer’s Transaction Data to any third party except as necessary to perform normal business operations (for example, transmitting information to the Ohio BMV or other third-party entities as part of fulfilling a registration transaction, including but not limited to shipping carriers) or as required by law. This confidentiality obligation survives termination of the Agreement.
4.2. Aggregated Data. Nothing in this section restricts GovSoft from using aggregated, anonymized data for analytics or service improvement, so long as no individual or vehicle is identifiable.
4.3. Privacy Policy. The collection and use of any personal information through the Service is also governed by GovSoft’s Privacy Policy, which is available on the GovSoft website and is incorporated herein by reference.
ARTICLE 5. TERM AND TERMINATION

5.1. Term. The “Initial Term” of this Agreement shall be as specified in the applicable Service Order. Thereafter, the Term shall automatically renew for successive periods equal in length to the Initial Term (each, a “Renewal Term”), unless either party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the end of the then-current term. The Initial Term and all Renewal Terms are collectively referred to as the “Term.”
5.2. Termination for Cause. Either party may terminate this Agreement for a material breach by the other party that remains uncured for thirty (30) days after written notice of such breach.
5.3. Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; or (c) makes or seeks to make a general assignment for the benefit of its creditors.
5.4. Effect of Termination. Upon termination or expiration, all rights granted to Customer will immediately terminate. In accordance with Section 2.4, any unused Deposit balance is forfeited. Provisions that by their nature should survive termination (including Confidentiality, Warranties, Limitation of Liability, Indemnification, and Governing Law) shall so survive.
ARTICLE 6. WARRANTIES, LIABILITY, AND INDEMNIFICATION

6.1. Warranties and Disclaimer.
(a) GovSoft Warranty. GovSoft represents and warrants that it has the full right, power, and authority to enter into this Agreement.
(b) Customer Warranties. Customer represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement; and (ii) its use of the Service will comply with all laws and regulations applicable to Customer.
(c) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 6.1(a), THE SERVICE IS PROVIDED “AS IS.” GOVSOFT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
6.2. General Release. To the fullest extent permitted by law, and except for the express obligations set forth in this Agreement, Customer, on behalf of itself and its affiliates, subsidiaries, officers, directors, employees, and agents, hereby releases and forever discharges GovSoft and its affiliates, subsidiaries, officers, directors, employees, and agents from any and all claims, demands, liabilities, and causes of action of any kind, whether known or unknown, arising from or related to the provision or use of the EasyBMV service.
6.3. Limitation of Liability.
(a) Waiver of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Direct Damage Cap. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID AND PAYABLE BY CUSTOMER TO GOVSOFT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) Exclusions. THE LIMITATIONS SET FORTH IN SECTIONS 6.3(a) AND 6.3(b) SHALL NOT APPLY TO: (I) A PARTY’S OBLIGATIONS UNDER SECTION 6.4 (INDEMNIFICATION); (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (III) CUSTOMER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (IV) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
6.4. Indemnification.
(a) Indemnification by GovSoft. GovSoft shall indemnify, defend, and hold harmless Customer from and against any and all claims, actions, damages, and expenses (including reasonable attorneys’ fees) brought by a third party alleging that Customer’s use of the Service in accordance with this Agreement infringes such third party’s intellectual property rights.
(b) Indemnification by Customer. Customer shall indemnify, defend, and hold harmless GovSoft, its officers, directors, and agents from and against any and all claims, actions, damages, and expenses (including reasonable attorneys’ fees) brought by a third party arising from or related to: (i) Customer’s breach of any of its obligations or warranties under this Agreement; (ii) any claim that the Transaction Data provided by Customer infringes the rights of, or has caused harm to, a third party; or (iii) Customer’s use of the Service.
ARTICLE 7. GENERAL PROVISIONS

7.1. Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio. In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved through negotiation, the parties agree to endeavor to settle the dispute by non-binding mediation administered by the American Arbitration Association (“AAA”). If the dispute is not resolved through mediation, it shall be finally and exclusively settled by binding arbitration administered by the AAA in Cleveland, Ohio.
7.2. Assignment. Customer may not assign its rights or obligations under this Agreement without the prior written consent of GovSoft. GovSoft may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
7.3. Force Majeure. Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control. This does not excuse Customer’s obligation to pay for services rendered.
7.4. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, or joint venture.
7.5. Notices. All legal notices must be in writing. Notices to GovSoft shall be sent to the address posted on its website. Notices to Customer shall be sent to the primary contact email address specified in the Service Order. Notices are deemed given when sent.
7.6. Modification of this Agreement. GovSoft reserves the right to modify this MSA at any time. GovSoft will provide Customer with at least thirty (30) days’ notice of any material changes by sending an email to the primary contact email address on file or by posting a prominent notice within the Service. Non-material changes may be made by posting the updated MSA on our website and revising the “Last Updated” date. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified MSA. If you do not agree to the changes, your sole and exclusive remedy is to terminate your use of the Service.
7.7. Entire Agreement and Order of Precedence. This MSA, together with any executed Service Orders and GovSoft’s Privacy Policy, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements. In the event of a direct conflict between the terms of this MSA and the terms of an executed Service Order, the terms of the Service Order shall prevail.
7.8. Electronic Communications and Assent. The parties agree that this Agreement may be formed and executed electronically. The parties agree that by executing a Service Order that incorporates this MSA by reference, they are creating a legally binding agreement with the same force and effect as a handwritten signature. The parties consent to receive all communications, notices, and disclosures in connection with the Service electronically.
7.9. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
7.10. No Third-Party Beneficiaries. This Agreement is for the benefit of GovSoft and Customer only. No third-party beneficiaries are intended.