Last Updated: August 8, 2025

This Master Services Agreement (the “Agreement”) governs your access to and use of the services, software, and data (collectively “Service”) provided by BirdDog Software LLC (“BirdDog”), a Michigan limited liability company. By using or accessing our Service, you (“Client”) agree to comply with these terms. If you do not agree, you may not use the Service.

1. Definition

1. Feedback means suggestions or ideas provided by Client regarding the Platform’s features or functionality.
2. Platform means BirdDog’s software-as-a-service platform, including all web portals, APIs, and documentation.
3. User means an individual with login credentials to access the Platform.
4. Client Data means data uploaded or generated by Client via the Platform.
5. Term means the duration of this Agreement as set forth in the order form or check out page.

2. Service Levels

1. Target Levels. BirdDog will use commercially reasonable efforts to maintain Platform availability of at least 99.5% per calendar month, excluding scheduled maintenance or Force Majeure events. 
2. Service Credits. If availability falls below 99.5% but above 99.0%, Client may request a credit of 5% of that month’s fees; if below 99.0%, credit of 10%. Credits must be requested in writing within thirty (30) days following the applicable month.

3. Termination

1. Termination for Cause. Either Party may terminate this Agreement for Cause upon thirty (30) days’ written notice if the other Party fails to cure the Cause within such period. Cause is defined in Section 9.
2. Termination Refund. If the Agreement is Terminated for Cause, client will receive a pro rated refund for the remainder of the Term as defined in Purchase Order, MOA, or Order Form after the effective date of Termination.
   

4. Confidentiality

1. Client’s Obligations. Client shall not disclose or use any of BirdDog’s confidential information except to exercise its rights or perform its obligations under this Agreement.
2. BirdDog’s Obligations. BirdDog shall not disclose Client’s confidential information except as required to perform services and shall use at least the same degree of care as it uses to protect its own confidential information.

5. Intellectual Property

1. Ownership. BirdDog retains all right, title, and interest in the Platform, documentation, and associated intellectual property.
2. License to Use Data. Client is granted a non-exclusive, non-transferable right to use the data provided by the Platform for sales, marketing, and business operations. Client may not attempt to recreate, reverse-engineer, or derive BirdDog’s software or technology from the provided data.
3. Restrictions on Redistribution. Client may not resell, sublicense, or redistribute BirdDog’s software or data in any form without BirdDog’s express written consent.
4. Feedback. BirdDog shall own all rights in any Feedback provided by Client without restriction.
5. Client Data License. Client grants BirdDog a worldwide, royalty-free license to use aggregated, de-identified data for benchmarking, analytics, and product improvement.

6. Data Security & Privacy

BirdDog shall implement and maintain industry-standard security measures to protect Client’s data, including encryption and access controls. BirdDog will notify Client within twenty-four (24) hours of any confirmed data breach affecting Client Data and cooperate in remediation.

7. Indemnification

1. By BirdDog. BirdDog will defend and indemnify Client from third-party claims alleging infringement of U.S. patents, copyrights, or trademarks by the Platform, and pay damages or settlement amounts.
2. By Client. Client will defend and indemnify BirdDog from claims arising out of Client Data, misuse of the Platform, or breach of Sections 6 or 7.

8. Limitation of Liability

1. Exclusion of Certain Damages. Except as expressly provided in this agreement, neither BirdDog Software LLC (“BirdDog”) nor Client shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation any damages for lost profits, loss of revenue, loss of business, or loss of data, arising out of or in connection with this Agreement or the use of the BirdDog Platform—even if a party has been advised of the possibility of such damages.
2. Liability Cap. Notwithstanding any provision in this Agreement to the contrary, each party’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the aggregate fees paid by Client to BirdDog during the twelve (12) months immediately preceding the event that gave rise to the liability. This limitation shall apply to all claims, losses, or damages irrespective of their form or theory of recovery.
3. Exceptions. The limitations set forth in this Section shall not apply to: Damages resulting from a party’s gross negligence or willful misconduct; Claims related to a breach of this Agreement’s confidentiality obligations; Claims involving any infringement or misappropriation of intellectual property rights expressly identified herein; liability that either party is obligated to indemnify under this Agreement.
4. Remedies. In the event that any claim or cause of action is not expressly limited by this Section, the remedy available to the non-breaching party shall be limited solely to the correction or replacement of the deficient services or, at BirdDog’s option, refund of the fees paid for the specific period during which the deficiency occurred, provided that such remedy does not extend to cover any of the damages or losses excluded herein.

9. Cause

Cause means any of the following: (a) A material breach of this Agreement, including failure to pay any undisputed fees within fifteen (15) days after the due date; (b) Any act or omission that materially jeopardizes the security, integrity, or proper functioning of the Platform; (c) Any illegal, fraudulent, or abusive conduct by the counter‑party that materially harms the other Party’s business or reputation; (d) Any other material violation of this Agreement not cured within the applicable cure period.

10. Miscellaneous

1. Force Majeure. Neither Party shall be liable for delays due to causes beyond its reasonable control.
2. Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
3. Governing Law. This Agreement shall be governed by the laws of the State of Michigan, without regard to conflict of laws principles.
4. Amendment. Any amendment must be in writing and signed by both Parties. 
5. Entire Agreement. This Agreement, together with any Purchase Order executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, relating to such subject matter. In the event of a conflict between this Agreement and a Purchase Order, MOA, or Order Form, the Purchase Order, MOA, or Order Form shall control.

11. Compliance with laws & Export Controls

Each Party shall comply with all applicable laws, regulations, and government orders relating to its performance under this Agreement, including data protection laws (e.g., GDPR, CCPA) and U.S. export control regulations. Client shall not use, export, or re-export the Platform in violation of any such laws or regulations or in support of any prohibited activity or sanctioned person.

12. No Warranty

Except as expressly stated, including under §5, the Platform and all related services are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, and BirdDog does not guarantee uninterrupted or error-free operation.

13. Dispute Resolution

1. Negotiation. In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve the dispute through negotiation between senior executives.
2. Mediation & Arbitration. If negotiation fails within thirty (30) days, either Party may submit the dispute to non-binding mediation in Oakland County, Michigan. If mediation does not result in settlement within thirty (30) days, the dispute shall be finally resolved by binding arbitration under the rules of the American Arbitration Association in Oakland County, Michigan, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

14. Severability, Waiver & Counterparts

1. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2. Waiver. No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right unless in writing signed by the Party granting the waiver.
3. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. Relationship of the Parties

The Parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship. Neither Party shall have authority to bind the other except as expressly set forth herein.

16. Contact Information

BirdDog Software, LLC
330 E Liberty St Lower Level, Ann Arbor, MI 48104
hello@getbirddog.ai
215-470-5457

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