Passteam Corp.

This Master Subscription Agreement (“Agreement”) is a legally binding agreement between Passteam Corp., a corporation organized under the laws of the State of Delaware, with its principal place of business at 5850 W 3rd St, Ste E #1596, Los Angeles, CA 90036, United States (“Passteam,” “Provider,” “we,” or “us”), and the entity or individual accepting this Agreement (“Customer,” “you,” or “your”).

BY CLICKING “I AGREE,” EXECUTING AN ORDER FORM, OR ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.
If Customer is accepting this Agreement on behalf of an entity, Customer represents and warrants that it has full legal authority to bind such entity to this Agreement.

The “Effective Date” is the earlier of (a) the date an Order Form is accepted or executed, or (b) the date Customer first accesses or uses the Services.

1. DEFINITIONS

1.1 Affiliate
An entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.

1.2 Customer Data
All data, content, and information submitted to the Services by or on behalf of Customer or its end users, including personal data, but excluding aggregated or anonymized data that cannot reasonably be used to identify an individual.

1.3 Documentation
Passteam’s then-current technical documentation, user guides, policies, and online help materials made generally available to customers.

1.4 Order Form
Any written or electronic ordering document, online subscription flow, or purchase interface that references this Agreement and specifies the Services, subscription term, and applicable fees.

1.5 Services
Passteam’s cloud-based software-as-a-service offerings and related features enabled under an Order Form.

1.6 Referenced Policies
Passteam’s Data Processing Addendum, Service Level Agreement, Messaging and Acceptable Use Policy, and Documentation, each as published on Passteam’s website and incorporated into this Agreement by reference.

2. SUBSCRIPTION RIGHTS AND USE

2.1 Subscription Grant
Subject to Customer’s compliance with this Agreement and the applicable Order Form, Passteam grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services during the applicable subscription term solely for Customer’s internal business purposes.

No rights are granted except as expressly set forth herein.

2.2 Use Restrictions
Customer shall not, directly or indirectly, and shall not permit any third party to:
(a) copy, modify, translate, or create derivative works of the Services;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas;
(c) resell, sublicense, lease, distribute, or make the Services available to any third party except as expressly authorized in an Order Form;
(d) use the Services to provide services to third parties, service bureaus, or outsourcing arrangements;
(e) interfere with or disrupt the integrity or performance of the Services;
(f) attempt to bypass or circumvent any security or access controls.

2.3 Affiliates
Customer Affiliates may access and use the Services only if expressly authorized in an Order Form and remain subject to all terms of this Agreement. Customer is fully responsible for Affiliate compliance.

3. PLATFORM MODIFICATIONS

Passteam may enhance, modify, or discontinue features or functionality of the Services from time to time. Passteam will not materially reduce the overall functionality of the Services during an active subscription term.

Customer acknowledges that the Services are evolving and that Passteam has no obligation to maintain or support any specific feature, integration, or third-party dependency.

4. ORDER FORMS AND PRECEDENCE

Each Order Form is governed by this Agreement. Any additional or conflicting terms contained in a Customer purchase order or similar document are void and rejected.

In the event of conflict, the following order of precedence applies:

1. The applicable Order Form
2. This Agreement
3. Referenced Policies

5. FEES, BILLING, AND TAXES

5.1 Fees
Customer shall pay all fees specified in the applicable Order Form. All fees are non-refundable and non-cancelable except as expressly provided in this Agreement.

5.2 Payment Terms
Invoices are due Net 30 from the invoice date unless otherwise stated. Passteam may suspend Services for non-payment after providing reasonable notice.

5.3 Late Payments
Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.4 Taxes
Fees exclude all taxes, duties, and assessments. Customer is responsible for all applicable taxes, excluding taxes based solely on Passteam’s income.

6. TERM AND TERMINATION

6.1 Term
This Agreement remains in effect until all Order Forms have expired or been terminated.

6.2 Renewal
Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term, each Order Form will automatically renew for a term equal to the initial term.

6.3 Termination for Cause
Either party may terminate this Agreement or an Order Form for a material breach that remains uncured for thirty (30) days after written notice.

6.4 Effect of Termination
Upon termination:

• all access rights immediately cease;
• all outstanding fees become immediately due;
• Sections intended to survive shall survive termination.

7. DATA PROTECTION AND SECURITY

7.1 Ownership
Customer retains all right, title, and interest in Customer Data. Passteam acquires no ownership rights in Customer Data.

7.2 Processing
Passteam processes Customer Data solely on Customer’s behalf and in accordance with the Data Processing Addendum and applicable law.

7.3 Prohibited Data
Customer shall not submit sensitive or regulated data, including payment card data, government identifiers, health data, biometric data, or financial account information. Passteam has no liability for prohibited data submitted in violation of this Agreement.

7.4 Security
Passteam maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or loss.

7.5 Data Deletion
Upon termination, Customer may export Customer Data for a reasonable period, after which Passteam will delete or render it inaccessible, subject to legal retention requirements and backup overwrite cycles.

8. MESSAGING AND REGULATORY COMPLIANCE

Customer is solely responsible for determining lawful bases for processing personal data, obtaining end-user consent, and complying with SMS, push notification, marketing, and consumer protection laws.

Passteam does not control message content, recipients, timing, or Customer compliance decisions and disclaims responsibility for Customer messaging practices.

9. CONFIDENTIALITY

Each party shall protect the other party’s Confidential Information using at least reasonable care. Confidentiality obligations survive for three (3) years following termination, except for trade secrets, which remain protected indefinitely.

10. INTELLECTUAL PROPERTY

Passteam retains all right, title, and interest in the Services, software, APIs, Documentation, and all related intellectual property. No rights are granted by implication or estoppel.

11. WARRANTIES

Each party represents that it has authority to enter into this Agreement. Passteam warrants that the Services will materially conform to the Documentation during the applicable subscription term.

12. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS”, AND PASSTEAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. SERVICE LEVELS

Service availability commitments, if any, are described in Passteam’s Service Level Agreement. Service credits are Customer’s sole and exclusive remedy.

14. INDEMNIFICATION

14.1 Passteam Indemnity
Passteam will indemnify Customer against third-party claims alleging that the Services infringe U.S. intellectual property rights.

14.2 Customer Indemnity
Customer will indemnify Passteam against claims arising from Customer Data, Customer messaging practices, or Customer’s violation of law.

15. LIMITATION OF LIABILITY

15.1 Excluded Damages
Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages.

15.2 Liability Cap
Passteam’s total aggregate liability shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

16. FORCE MAJEURE

Neither party shall be liable for delays or failure due to events beyond reasonable control.

17. ASSIGNMENT

Customer may not assign this Agreement without Passteam’s prior written consent. Passteam may assign in connection with a merger, acquisition, or sale of assets.

18. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction in Delaware courts.

19. GENERAL

This Agreement constitutes the entire agreement. Amendments must be in writing and signed. Electronic acceptance is binding. Waivers must be explicit. Headings are for convenience only.

20. REFERENCED POLICIES

Referenced Policies are incorporated by reference. In the event of conflict, this Agreement controls unless expressly stated otherwise.

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MSA-PASSTEAM-12-03-2025

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