Master Service Agreement

Effective Date: January 1, 2026
Last Updated: January 23, 2026

This Master Service Agreement ("Agreement" or "MSA") is entered into by and between Honeybee CRM ("Provider," "we," "us," or "our") and the entity or individual ("Customer," "you," or "your") that subscribes to or uses Honeybee CRM services. This Agreement governs Customer's access to and use of Honeybee CRM and related services.

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Authorized Users" means employees, contractors, and agents of Customer who are authorized to access the Service.
• "Confidential Information" means non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential.
• "Customer Data" means all data submitted, stored, or processed through the Service by or on behalf of Customer.
• "Documentation" means user guides, technical specifications, and other materials describing the Service.
• "Effective Date" means the date the first Order Form is executed by both parties.
• "Fees" means the amounts payable by Customer as set forth in an Order Form.
• "Order Form" means a written document executed by both parties specifying the Service, Fees, and subscription terms.
• "Service" means the Honeybee CRM platform and any related services specified in an Order Form.
• "Subscription Term" means the period during which Customer has access to the Service as specified in an Order Form.

2. Service and License

2.1 Grant of License

Subject to the terms of this Agreement and payment of applicable Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term for Customer's internal business purposes.

2.2 Authorized Users

Customer may permit Authorized Users to access the Service. Customer is responsible for Authorized Users' compliance with this Agreement and for all activities under Customer's accounts.

2.3 Affiliates

Customer's Affiliates may use the Service subject to this Agreement, provided such use is included in an Order Form and Customer remains responsible for Affiliate compliance.

2.4 Restrictions

Customer shall not, and shall not permit others to:

• Modify, copy, or create derivative works of the Service
• Reverse engineer, disassemble, or decompile the Service
• Sublicense, sell, resell, or transfer access to the Service
• Use the Service to develop a competing product
• Remove or alter any proprietary notices
• Access the Service to benchmark or evaluate for competitive purposes

3. Customer Data

3.1 Ownership

As between the parties, Customer retains all rights, title, and interest in Customer Data. Provider acquires no rights to Customer Data except as necessary to provide the Service.

3.2 License to Provider

Customer grants Provider a limited license to host, process, and transmit Customer Data solely to provide the Service. Provider may use aggregated, anonymized data for analytics and service improvement.

3.3 Data Processing

Provider processes Customer Data in accordance with the Data Processing Agreement incorporated herein by reference.

3.4 Data Security

Provider shall maintain appropriate technical and organizational measures to protect Customer Data, as described in the Service Level Agreement.

4. Fees and Payment

4.1 Fees

Customer shall pay the Fees specified in each Order Form. Fees are non-refundable except as expressly stated in this Agreement.

4.2 Invoicing

Provider will invoice Customer according to the billing frequency specified in the Order Form. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date.

4.3 Taxes

Fees do not include taxes. Customer is responsible for all applicable sales, use, VAT, or similar taxes, excluding taxes based on Provider's income.

4.4 Late Payment

Past-due amounts will accrue interest at 1.5% per month or the maximum legal rate, whichever is less. Provider may suspend access to the Service if payment is more than thirty (30) days overdue.

4.5 Fee Increases

Provider may increase Fees upon renewal by providing at least sixty (60) days' written notice prior to the renewal date. Increases shall not exceed 7% annually unless scope of services changes.

5. Term and Termination

5.1 Term

This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.

5.2 Subscription Term

Each Order Form has a Subscription Term as specified therein. Subscriptions automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least sixty (60) days before the renewal date.

5.3 Termination for Cause

Either party may terminate this Agreement if:

• The other party materially breaches and fails to cure within thirty (30) days of written notice
• The other party becomes insolvent, files for bankruptcy, or ceases operations

5.4 Termination for Convenience

Customer may terminate an Order Form for convenience by providing ninety (90) days' written notice, subject to payment of all Fees through the end of the then-current Subscription Term.

5.5 Effect of Termination

Upon termination or expiration:

• Customer's access to the Service will cease
• Customer may export Customer Data for thirty (30) days
• Provider will delete Customer Data within ninety (90) days, except as required by law
• Accrued payment obligations, confidentiality, and limitation of liability provisions survive

6. Representations and Warranties

6.1 Mutual Representations

Each party represents and warrants that:

• It has the authority to enter into this Agreement
• Its performance will not violate any applicable laws or agreements

6.2 Provider Warranties

Provider warrants that:

• The Service will perform substantially in accordance with the Documentation
• Provider will provide the Service using commercially reasonable skill and care
• Provider will comply with applicable laws in providing the Service

6.3 Customer Warranties

Customer warrants that:

• Customer has the right to provide Customer Data to Provider
• Customer's use of the Service will comply with all applicable laws
• Customer will use the Service in accordance with the Acceptable Use Policy

6.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Indemnification

7.1 Provider Indemnification

Provider shall defend, indemnify, and hold harmless Customer from claims alleging that the Service infringes a third party's intellectual property rights, provided that:

• Customer promptly notifies Provider of the claim
• Provider has sole control of the defense and settlement
• Customer provides reasonable cooperation

Provider's obligations do not apply to claims arising from:

• Customer Data or Customer's use of the Service
• Modifications not made by Provider
• Combination with third-party products not provided by Provider

7.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Provider from claims arising from:

• Customer Data or Customer's use of the Service
• Customer's violation of applicable laws
• Claims by Authorized Users or third parties relating to Customer's business

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.3 Exceptions

The limitations in this Section 8 do not apply to:

• Breach of confidentiality obligations
• Indemnification obligations
• Willful misconduct or gross negligence
• Customer's payment obligations

9. Confidentiality

9.1 Obligations

Each party agrees to protect Confidential Information using the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information may only be used for purposes contemplated by this Agreement.

9.2 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available without breach
• Was known to the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is received from a third party without restriction

9.3 Required Disclosure

A party may disclose Confidential Information if required by law, provided it gives reasonable notice and cooperates with efforts to obtain protective treatment.

10. Insurance

Provider maintains commercially appropriate insurance coverage during the term of this Agreement. Details are available upon written request.

11. Compliance

11.1 Export Compliance

Customer shall comply with all applicable export control laws and shall not export or re-export the Service to prohibited countries, entities, or persons.

11.2 Anti-Corruption

Neither party shall take any action that would cause the other to violate anti-bribery or anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

12. Intellectual Property

12.1 Provider IP

Provider retains all rights, title, and interest in the Service, Documentation, and all related intellectual property. No rights are granted except as expressly set forth in this Agreement.

12.2 Feedback

Customer may provide suggestions or feedback regarding the Service. Customer grants Provider a perpetual, royalty-free license to use such feedback for any purpose.

13. Service Level Agreement

The Service Level Agreement available at https://honeybeecrm.io/legal/service-level-agreement is incorporated by reference and describes Provider's uptime commitments, support response times, and related service credits.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, the parties shall attempt to resolve disputes through good-faith negotiation between executives with authority to settle the matter.

14.2 Arbitration

Disputes not resolved informally shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, with one arbitrator. The arbitrator's decision shall be final and binding.

14.3 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15. General Provisions

15.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

15.2 Entire Agreement

This Agreement, together with all Order Forms and referenced policies, constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter hereof.

15.3 Amendments

This Agreement may only be amended by a written document signed by authorized representatives of both parties. Provider may update incorporated policies with thirty (30) days' notice.

15.4 Assignment

Neither party may assign this Agreement without the other's written consent, except in connection with a merger or acquisition. Any prohibited assignment is void.

15.5 Severability

If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in effect.

15.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.7 Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.

15.8 Notices

Notices must be in writing and sent to the addresses specified in the Order Form. Email notices are effective when sent to the designated contact.

15.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

16. Order of Precedence

In the event of a conflict between documents, the following order of precedence applies:

1. The Order Form
2. This Master Service Agreement
3. Data Processing Agreement
4. Service Level Agreement
5. Other incorporated policies

17. Contact Information

For questions about this Agreement:

Honeybee CRM
Email: sales@honeybeecrm.io
Legal: legal@honeybeecrm.io
Website: https://honeybeecrm.io