Master Service Agreement

1. Definitions

• "Agreement" means this Master Service Agreement together with all Order Forms executed under it.
• "Order Form" means a document, in the form of Exhibit A or a substantially similar document, executed by both parties, specifying the Services, facilities/units, fees, and term subscribed to.
• "Services" means the 2Capacity platform and related implementation, support, and professional services described in an Order Form.
• "Documentation" means 2Capacity's user guides and help materials for the Services.
• "Customer Data" has the meaning given in the Terms of Service.

2. Services & Order Forms

2Capacity will provide the Services described in each Order Form. Each Order Form is governed by this MSA unless it expressly states otherwise, and in the event of conflict between an Order Form and this MSA, the Order Form controls solely with respect to the subject matter it addresses (e.g. pricing, facility count, term). Additional Services may be added by executing a new Order Form.

3. Term of Agreement

This MSA begins on the effective date of the first Order Form executed under it ("Effective Date") and continues until all Order Forms under it have expired or been terminated. Each Order Form has its own term as specified therein, and renews as set out in that Order Form.

4. Fees, Invoicing & Payment

Customer will pay the fees set out in each Order Form. Unless an Order Form states otherwise: fees are invoiced in advance for the applicable subscription period; invoices are due within 30 days of the invoice date; amounts are quoted in AED exclusive of applicable taxes, which Customer is responsible for (other than taxes on 2Capacity's net income); and undisputed amounts more than 30 days overdue may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and may result in suspension of Services after 15 days' written notice.

If Customer disputes an invoiced amount in good faith, it will notify 2Capacity in writing before the due date and pay all undisputed amounts; the parties will work in good faith to resolve the dispute.

5. Implementation & Onboarding

Where an Order Form includes implementation or data-migration services, 2Capacity will perform them using reasonable efforts and industry-standard practices, on a timeline agreed with Customer. Timelines depend on Customer providing accurate facility, unit, and historical data, and timely feedback and approvals; delays caused by Customer do not constitute a breach by 2Capacity.

6. Customer Responsibilities

• Customer is responsible for the accuracy and legality of Customer Data and for obtaining any consents needed to submit it to the Service, including personal data of tenants and leads;
• Customer will ensure its authorized users comply with the Agreement and the Acceptable Use provisions of the Terms of Service, which apply to Order Forms under this MSA;
• Customer is responsible for its own equipment, internet connectivity, and third-party accounts (e.g. WhatsApp Business, Google, DocuSign) needed to use integrations;
• Customer will designate an administrator authorized to manage its account, users, and instructions to 2Capacity.

7. Service Levels

2Capacity will use commercially reasonable efforts to make the Services available in accordance with the Service Level Agreement in Exhibit B. Exhibit B sets out Customer's exclusive remedies for failure to meet the committed availability target, unless the parties' Order Form states otherwise.

8. Support

2Capacity will provide support in accordance with the support tier specified in the applicable Order Form, including a named point of contact for onboarding during the first 90 days of a new facility's use of the Service, consistent with our standard onboarding practice.

9. Data Protection

To the extent 2Capacity Processes personal data on Customer's behalf as a Processor, the parties' obligations are governed by the Data Processing Agreement, which is incorporated into this MSA by reference.

10. Intellectual Property

2Capacity and its licensors retain all right, title, and interest in the Services, Documentation, and any underlying software, including all improvements and derivative works, whether or not developed based on Customer feedback. Customer retains all right, title, and interest in Customer Data. Each party grants the other only the limited rights expressly necessary to perform this Agreement.

11. Confidentiality

Each party will protect the other's Confidential Information using at least a reasonable degree of care, use it only to perform this Agreement, and not disclose it to third parties except to personnel, affiliates, and professional advisors with a need to know, bound by confidentiality obligations at least as protective as this Section. These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or is required to be disclosed by law, provided the disclosing party gives notice where legally permitted. Confidentiality obligations survive termination of this Agreement for 3 years, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

12. Representations & Warranties

Each party represents that it has the authority to enter into this Agreement. 2Capacity represents that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly set out in this Agreement, the Services are provided "as is," and 2Capacity disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

13. Indemnification

By 2Capacity: 2Capacity will defend Customer against third-party claims alleging that the Services, as provided and used in accordance with this Agreement, infringe that third party's intellectual property rights, and will indemnify Customer for damages finally awarded, excluding claims arising from Customer Data, unauthorized modifications, or use in combination with products not provided by 2Capacity.

By Customer: Customer will defend and indemnify 2Capacity against third-party claims arising from Customer Data, Customer's breach of Section 6, or Customer's violation of applicable law.

The indemnified party will give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement (with the indemnified party's consent not unreasonably withheld for settlements affecting it), and provide reasonable cooperation.

14. Limitation of Liability

Except for a party's indemnification obligations, breach of confidentiality, or Customer's payment obligations, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data, even if advised of the possibility. Each party's total aggregate liability under this Agreement will not exceed the fees paid or payable by Customer under the applicable Order Form in the 12 months preceding the claim. Nothing in this Agreement limits liability that cannot be limited under applicable law, including for fraud or gross negligence.

15. Term & Termination

Either party may terminate this Agreement or an affected Order Form for the other's uncured material breach following 30 days' written notice, or immediately if the other party becomes insolvent or ceases operations. 2Capacity may suspend Services for non-payment as described in Section 4. Termination of one Order Form does not terminate this MSA or other active Order Forms. On termination, Customer will pay all fees accrued through the effective date of termination, and Section 12 of the Terms of Service (Customer Data export and deletion) applies.

16. Insurance

2Capacity will maintain commercially reasonable insurance coverage, including cyber liability and general commercial liability insurance, appropriate to the scale of Services provided, and will provide evidence of coverage on Customer's reasonable written request.

17. Non-Solicitation

During the term of an Order Form and for 12 months after, neither party will directly solicit for hire the other's employees who were materially involved in performing this Agreement, without that party's consent, except for general public job postings not targeted at those individuals.

18. Governing Law & Disputes

This Agreement is governed by the laws of the United Arab Emirates. Disputes not resolved by good-faith discussion between the parties' designated representatives within 30 days will be finally resolved by arbitration seated in Dubai, UAE, under the arbitration rules of the DIFC-LCIA (or its successor body), before one arbitrator, in English. Either party may seek interim injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

19. General Provisions

• Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice to the other party.
• Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency relationship.
• Publicity. Neither party will use the other's name or logo without prior written consent, except that 2Capacity may identify Customer as a customer in a general customer list unless Customer opts out in writing.
• Entire agreement. This MSA, its Exhibits, all Order Forms, and the incorporated Terms of Service, Privacy Policy, and DPA constitute the entire agreement between the parties on this subject matter and supersede prior agreements.
• Amendment. This Agreement may be amended only by a written instrument signed by both parties, except that 2Capacity may update the Terms of Service, Privacy Policy, or DPA as described therein.
• Severability & waiver. If a provision is unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver.
• Notices. Notices must be in writing and delivered to the addresses in the signature block below or the email addresses designated by each party's administrator.
• Counterparts. This Agreement may be executed in counterparts, including by electronic signature (e.g. via DocuSign), each of which is deemed an original.

Exhibit A — Order Form Template

Exhibit B — Service Level Agreement

To claim a service credit, Customer must submit a request within 30 days of the end of the affected month. Service credits do not apply to unavailability caused by Customer's equipment, third-party integrations outside 2Capacity's control, or force majeure events.