Master SaaS Services Agreement (MSA)

This Master SaaS Services Agreement (“Agreement” or “MSA”) is entered into between Wowmotive, LLC (“Wowmotive”), a Virginia, USA limited liability company with its registered address at 4300 Lafayette Blvd, Fredericksburg, VA 22408, USA, and the customer identified in an executed Order Form or Statement of Work (“Customer”). This MSA governs Wowmotive’s provision of the cloud-based SaaS platform, web Dashboard, Driver App, APIs, integrations, reporting and related services (collectively, the “Services”).

The parties use a modular contractual structure consisting of this MSA, an applicable Order Form, an applicable SOW, the DPA, Product Terms, SLA, Security Addendum, AUP, applicable Regional Addendum, and the current Subprocessor List. If documents conflict, a signed amendment controls only to the extent it expressly amends identified terms; the Order Form controls expressly identified commercial terms; an SOW controls only project-specific scope, deliverables, milestones, acceptance criteria and fees; the DPA controls Personal Data processing; a Regional Addendum controls applicable regional requirements; Product Terms control product-specific matters; the SLA controls service levels; the Security Addendum controls security commitments; the AUP controls acceptable-use requirements; and this MSA controls all other general legal terms. Public-facing Privacy Notices and technical documentation do not override signed contractual terms.

Customer accepts this MSA by signing an Order Form that incorporates it, signing this MSA, or completing an authenticated electronic acceptance process. The individual creating, registering, or accepting the Wowmotive account on behalf of an organisation represents and warrants that: (a) the individual is authorized to act on behalf of that organisation; (b) the individual has authority to enter into and accept this Agreement and the applicable Order Form and other incorporated documents on behalf of that organisation; and (c) the organisation will be legally bound by the Agreement and the obligations arising from the account and subscription. By completing the account-registration or electronic-acceptance process, the individual confirms that they are acting in such capacity and acknowledges that Wowmotive may rely on this representation of authority. If the individual does not have such authority, they must not create the account or accept the Agreement on behalf of the organisation.

Wowmotive will provide the Services described in the applicable Order Form and Product Terms. Wowmotive may update, improve, modify, or discontinue features of the Services and non-contractual documentation at any time in its sole discretion, without prior notice, where reasonably necessary for security, legal, technical, operational, compatibility, infrastructure, or product-development reasons, provided this does not eliminate all core functionality of an active paid subscription without a pro-rated refund of unused prepaid fees for the discontinued functionality. Any change that Applicable Law requires to be separately notified or agreed will be handled as required by Applicable Law.

• Customer is solely responsible for the legality, accuracy, and quality of Customer Data.
• Customer is solely responsible for user permissions and the authority of Authorised Users.
• Customer will provide all legally required privacy notices to drivers and other affected individuals and will obtain any consent required as the applicable legal basis.
• Customer must not use the Services as an emergency-response, life-safety, collision-avoidance, autonomous-driving, or sole-source regulatory/compliance system.
• Customer is solely and exclusively responsible for its transportation, fleet, vehicle, driver, employment, safety, licensing, permit, route, cargo, recordkeeping and regulatory decisions, and for any accident, injury, death, property damage, or other consequence arising from the operation of a vehicle, the conduct of a driver, or any action or omission taken based on information or functionality made available through the Services.

Wowmotive is a software provider only. Wowmotive does not employ, engage, supervise, dispatch, train, license, or control any driver, and does not own, operate, maintain, or insure any vehicle. Wowmotive has no responsibility or liability of any kind for any accident, collision, injury, death, property damage, traffic violation, cargo loss, or other consequence arising from or relating to the operation of a vehicle, the conduct or fitness of a driver, or Customer’s transportation, dispatch, employment, or safety practices, regardless of whether the Services were used in connection with the event. Customer will defend, indemnify, and hold harmless Wowmotive against any third-party claim of the kind described in this Section, as further set out in Section 25 (Indemnification).

Customer retains its rights in Customer Data. Customer grants Wowmotive a limited, non-exclusive right to host, store, transmit, reproduce, process, and otherwise use Customer Data only as necessary to provide, secure, support, maintain, troubleshoot, comply with law, and perform the Agreement. Wowmotive will not sell Customer Personal Data. Usage Data and properly Aggregated/De-identified Data may be used for security, analytics, capacity planning, product improvement and similar legitimate business purposes. Wowmotive will not use Customer Personal Data to train general-purpose AI models unless expressly authorised by Customer or otherwise permitted by the DPA and Applicable Law.

Where a data-protection law applies to processing under this Agreement, the parties will comply with their respective obligations under Applicable Law. The DPA addresses Controller/Processor roles, security, Data Subject rights, breach handling, international transfers, Subprocessors, and retention/deletion. Nothing in this Section creates an obligation broader than what Applicable Law actually requires.

Wowmotive is based in the United States. Customer acknowledges that Customer Data and Personal Data may be stored, accessed, or processed in the United States and other jurisdictions by Wowmotive and authorised Subprocessors, including personnel or service providers located outside the UAE.

The Driver App may collect GPS/location, trip, route, vehicle, device, driver-account, and operational information when configured by Customer. By default, location functionality is configured for active trips or on-duty periods where supported; Customer may configure an always-on mode where supported. Customer is exclusively responsible for providing drivers and affected individuals with legally required notices and for establishing the lawful basis for employee/driver monitoring, including location processing. Wowmotive bears no responsibility for Customer’s configuration choices or their legal sufficiency.

Wowmotive may integrate with or facilitate access to independent third-party services, applications, APIs, mapping/routing providers, communications providers, cloud services, and other external systems (“Third-Party Services”). Wowmotive does not own, operate, control, warrant, endorse or guarantee any Third-Party Service and has no liability whatsoever for its acts, omissions, availability, accuracy, security, or continued operation. GPS, route, ETA, alert, geofence, status and analytics information may be delayed, incomplete, or inaccurate, and Wowmotive has no liability for any consequence of relying on such information.

Wowmotive may use third-party providers for hosting, cloud infrastructure, authentication, communications, analytics, security, customer support, data storage, monitoring, and other supporting services, managed as Subprocessors under the DPA where applicable.

Wowmotive will use commercially reasonable efforts to maintain technical and organisational measures appropriate to the nature and risk of the Services and Personal Data processed, as further described in the Security Addendum. No specific security outcome, certification, or degree of protection is guaranteed.

Customer and Authorised Users must comply with the current AUP incorporated into the Agreement.

Wowmotive retains all right, title, and interest in the Services, software, Dashboard, Driver App, APIs, documentation, designs, trademarks, technology, know-how, and improvements. Customer receives only the limited subscription rights expressly granted by the applicable Order Form/SOW.

Customer will pay the fees stated in the applicable Order Form/SOW, which are non-refundable except as this Agreement expressly states otherwise. Fees are exclusive of taxes unless expressly stated otherwise. Where a reverse-charge mechanism applies and its statutory conditions are satisfied, the Customer will account for the applicable tax as required by law.

Each party will protect the other party’s Confidential Information using reasonable care and use it only to perform or receive the Services. These obligations survive for two (2) years after termination, except trade secrets and Personal Data, which remain protected for the period required by Applicable Law. The parties may also enter into a separate mutual or unilateral non-disclosure agreement (“NDA”) for pre-contract, evaluation, diligence, or other confidential disclosures. Unless that NDA expressly provides otherwise, it supplements the confidentiality obligations in this MSA; the MSA governs disclosures made under or after its effective date, while the NDA continues to govern disclosures made before that date to the extent stated in the NDA.

Wowmotive does not commit to any default availability percentage, response time, or restoration time for the Services, and no service credits, refunds, or other remedies apply to any service disruption, unless expressly and specifically stated in the applicable Order Form or a signed amendment. In the event of a service disruption, Wowmotive will use commercially reasonable efforts to restore the affected Services, on a best-efforts basis only, once the cause is understood.

Wowmotive may suspend or terminate access immediately and without liability where Wowmotive reasonably believes it is necessary to address a security threat, unlawful activity, misuse, non-payment, a legal requirement, actual or potential reputational risk to Wowmotive, or a breach of this Agreement.

The Agreement begins on the Effective Date and continues for the term stated in the applicable Order Form. Either party may terminate for a material breach that remains uncured for thirty (30) days after written notice, or ten (10) days for a payment breach. Wowmotive may additionally terminate or decline to renew this Agreement or any Order Form for any reason or no reason upon sixty (60) days’ prior written notice. Termination for convenience by Customer is available only if expressly stated in the Order Form.

Upon termination, Customer’s right to access the Services ends immediately. Customer Data will be made available for export for thirty (30) days following termination and may thereafter be deleted by Wowmotive without further notice, subject to any applicable legal retention requirement.

EXCEPT FOR EXPRESSLY STATED WARRANTIES, THE SERVICES ARE PROVIDED STRICTLY ON AN “AS AVAILABLE” AND “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WOWMOTIVE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Wowmotive does not warrant that the Services will be uninterrupted, error-free, secure, or suitable for any particular operational, safety, or regulatory purpose, or that any GPS, route, ETA, telemetry, or analytics output will be accurate, complete, or current. Customer is responsible for maintaining any independent copies of Customer Data required for its own legal, regulatory, or evidentiary purposes.

No claim arising out of the Agreement may be commenced more than twelve (12) months after the claiming party knew or reasonably should have known of the facts giving rise to the claim, except to the extent a longer period is required by mandatory law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL, HOWEVER ARISING; AND (B) WOWMOTIVE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO WOWMOTIVE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS SINGLE CAP APPLIES TO ALL CLAIMS OF EVERY KIND, INCLUDING CLAIMS RELATING TO CONFIDENTIALITY, THE DPA, OR THE SECURITY ADDENDUM, WITHOUT ANY SEPARATE OR ELEVATED CAP. The cap in this Section does not apply to Customer’s payment obligations, Customer’s indemnification obligations under Section 25, fraud, or wilful misconduct, or to a liability that cannot lawfully be limited under Applicable Law (including, where applicable, death or personal injury directly and solely caused by a party’s own negligence).

Wowmotive will defend Customer against a third-party claim alleging that the Services, as provided and used as permitted, infringe a third party’s intellectual-property rights, subject to customary exclusions and subject to the cap in Section 23. This is Customer’s sole and exclusive remedy for an infringement claim.

Customer will defend, indemnify, and hold harmless Wowmotive from and against any and all third-party claims, damages, liabilities, and costs (including reasonable attorneys’ fees) arising from or relating to: (a) Customer’s unlawful processing of Personal Data or unlawful monitoring/tracking instructions; (b) Customer Data or Customer’s use of the Services in violation of Applicable Law or this Agreement; (c) any accident, injury, death, property damage, traffic violation, or other consequence arising from the operation of a vehicle or the conduct of a driver; and (d) any transportation, employment, driver-monitoring, vehicle-operation, dispatch, or regulatory decision made by Customer. This indemnification obligation is not subject to the cap in Section 23.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, unless a signed Order Form/SOW expressly states another governing law. Nothing in this Agreement is intended to waive or exclude mandatory provisions of applicable UAE law that cannot lawfully be excluded.

Unless the applicable Order Form/SOW states otherwise, disputes will be resolved exclusively in the state or federal courts located in Delaware, United States, and each party consents to that jurisdiction and waives any objection to venue there, subject to mandatory jurisdictional rules that cannot lawfully be excluded.

Legal notices to Wowmotive will be sent to Wowmotive, LLC, 4300 Lafayette Blvd, Fredericksburg, VA 22408, USA, or admin@wowmotive.com, and legal notices to Customer will be sent to the address specified in the Order Form/SOW or signature block. Contractual documents are made available through the Wowmotive legal portal at https://www.wowmotive.com/legal/agreements/msa.

This MSA, the applicable Order Form/SOW, the DPA, and expressly incorporated addenda constitute the entire agreement concerning the Services and supersede all prior discussions. Amendments to negotiated commercial or legal terms must be in writing signed by both parties. Wowmotive may otherwise update incorporated operational documents (including Product Terms, AUP, SLA, and Third-Party Services and Integrations Terms) without prior notice where permitted by those documents and Applicable Law, effective as stated in the updated document. No such update may override negotiated commercial terms, liability provisions, the DPA, or other provisions that require amendment under this Agreement.

Wowmotive may assign this Agreement freely, including to an Affiliate or in connection with a merger, reorganisation, financing, or sale of assets. Customer may not assign this Agreement without Wowmotive’s prior written consent.

Neither party is liable for delay or failure caused by events beyond its reasonable control. Force majeure does not excuse Customer’s payment obligations for Services already provided.

If any provision is unenforceable, the remaining provisions remain in effect and the provision will be modified to the minimum extent necessary to make it enforceable. Failure or delay in exercising a right is not a waiver.

Wowmotive may retain electronic records sufficient to evidence acceptance. Electronic acceptance of an Order Form/SOW that incorporates this MSA constitutes acceptance of this MSA.