Master Services Agreement (MSA)
Effective date: March 1, 2026
Introduction
This Master Services Agreement ("Agreement") is entered into by and between BaseMonkeys LLC, doing business as BaseQR.ai ("Company"), and the client ("Client"). BaseQR.ai is a product and subsidiary of BaseMonkeys LLC. By accessing, purchasing, or using the Services, Client agrees to be bound by this Agreement.
1. Scope of Services
Company provides access to a software platform for dynamic QR code creation, routing, management, and analytics ("Services"). Services may be provided via subscription, order form, or statement of work ("Order"). Company may modify or discontinue features at any time without liability.
2. Orders and Commercial Terms
Each Order defines pricing, scope, and applicable limits. In the event of a conflict: Order → this Agreement → any other materials
3. Fees, Billing, and Payment
• Fees are billed in advance • All payments are non-refundable • Subscriptions auto-renew unless canceled prior to renewal • Cancellation is effective at the end of the billing cycle • No prorated refunds Company may suspend Services for non-payment without liability.
4. Client Responsibilities and Acceptable Use
Client is solely responsible for: • All QR destinations, links, and content • Compliance with all applicable laws and regulations • Ensuring content is not misleading, harmful, or unlawful Client shall not use the Services to: • Distribute malware, phishing, or deceptive redirects • Violate privacy, advertising, or consumer protection laws • Misrepresent identity or intent • Interfere with or disrupt the Services Company may remove content or suspend access at its sole discretion.
5. License
Company grants Client a limited, revocable, non-exclusive, non-transferable license to use the Services. No resale, sublicensing, or unauthorized commercial exploitation is permitted.
6. Data and Ownership
Client retains ownership of its data and content. Company retains all rights to the platform and underlying technology. Client grants Company a limited license to process data solely to provide the Services.
7. Data, Routing, and Analytics Disclaimer
Client acknowledges: • QR routing depends on internet infrastructure and third-party systems • Changes to destinations may not propagate instantly • Analytics data may be delayed, estimated, sampled, or incomplete • Device, browser, and network limitations impact data accuracy The Services are not a system of record and should not be relied upon for audited, legal, or compliance reporting.
8. Third-Party Dependencies
Services rely on third-party providers (e.g., cloud hosting, CDN, payment processors). Company is not responsible for outages, delays, or failures caused by third parties.
9. Service Availability
Services are provided without uptime guarantees. Company may: • Perform maintenance • Modify or remove features • Interrupt Services as needed No service credits or refunds apply unless explicitly stated in an Order.
10. Security and Data Loss
Company implements commercially reasonable safeguards. However: • No system is immune to breaches or failure • Client is responsible for maintaining backups of critical data Company is not responsible for data loss, corruption, or unauthorized access.
11. Suspension and Termination
Company may suspend or terminate access immediately if: • Client breaches this Agreement • Payment is overdue • Client activity creates legal, reputational, or security risk Company may act without prior notice where risk is present. Upon termination: • Access is revoked • Data may be deleted after fourteen (14) days
12. Disclaimer of Warranties
Services are provided "as is" and "as available." Company disclaims all warranties, including: • Merchantability • Fitness for a particular purpose • Non-infringement Company does not guarantee performance, uptime, or results.
13. Limitation of Liability
To the maximum extent permitted by law: Company shall not be liable for: • Lost revenue, profits, or business opportunities • Loss of data • Reputational harm • Indirect, incidental, or consequential damages Total liability is capped at fees paid in the twelve (12) months preceding the claim.
14. Indemnification
Client agrees to indemnify and hold harmless Company from any claims arising from: • Client content or QR destinations • Misuse of the Services • Violations of law or third-party rights
15. Confidentiality
Each party agrees to protect confidential information and use it only for purposes of this Agreement.
16. Modifications
Company may update this Agreement at any time. Continued use of Services constitutes acceptance.
17. Governing Law and Arbitration
This Agreement is governed by the laws of North Carolina. Disputes shall be resolved in Wake County, North Carolina. Company may elect binding arbitration under American Arbitration Association rules. Proceedings are confidential and final.
18. Force Majeure
Company shall not be liable for failure or delay caused by events beyond its control, including outages, cyberattacks, or infrastructure failures.
19. Entire Agreement
This Agreement and any Orders constitute the entire agreement between the parties.
20. Contact
BaseQR.ai A subsidiary of BaseMonkeys LLC Raleigh, North Carolina