Master Service Agreement

1. Definitions

• "Affiliate" means any entity controlling, controlled by, or under common control with a party.
• "Customer Data" means all data, content, and information uploaded, generated, or processed by Customer or its Authorized Users through the Services.
• "Authorized User" means an employee, contractor, or agent of Customer authorized to access the Services under Customer's account.
• "Documentation" means user guides, help materials, and technical documentation made generally available by TrimmerOne.
• "Order Form" means a written or electronic ordering document specifying the Services purchased, fees, and term.
• "Sub-processor" means a third party engaged by TrimmerOne to process Customer Data.

2. Scope of Services

TrimmerOne will provide the Services described in the applicable Order Form or subscription tier in accordance with this MSA, the Documentation, and TrimmerOne's then-current Acceptable Use Policy. TrimmerOne grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for Customer's internal business operations, subject to the usage limits applicable to Customer's subscription tier.

3. Fees and Payment

• Fees are set forth in the applicable Order Form or published subscription pricing.
• Unless otherwise stated, all fees are payable in advance, in U.S. dollars, and are non-refundable except as expressly provided in this MSA or the Limited Warranty in our Terms of Service.
• Customer authorizes TrimmerOne (or its payment processor) to charge Customer's designated payment method for all fees as they become due.
• Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Customer is responsible for all applicable taxes other than taxes on TrimmerOne's net income.

4. Term and Renewal

This MSA begins on the effective date of the first Order Form (or, for self-service subscriptions, the date Customer first accepts these terms) and continues for the subscription term specified, automatically renewing for successive terms of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Either party may terminate for the other party's uncured material breach upon thirty (30) days' written notice.

5. Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants TrimmerOne a limited, worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Services, prevent or address service or security issues, and comply with law. TrimmerOne will not access Customer Data for any other purpose without Customer's prior consent.

6. Confidentiality

Each party (the "Receiving Party") will protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care. The Receiving Party will use Confidential Information solely to perform its obligations or exercise its rights under this MSA, and will limit access to those of its personnel and authorized agents who have a need to know and are bound by confidentiality obligations no less protective than those in this MSA. Confidential Information does not include information that is public through no fault of the Receiving Party, was known prior to disclosure, was independently developed, or is rightfully received from a third party without restriction.

7. Security Commitments

TrimmerOne will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including encryption of data in transit (TLS) and at rest, role-based access controls, multi-tenant isolation enforced by Row-Level Security, regular vulnerability monitoring, and audit logging. TrimmerOne will notify Customer without undue delay upon confirming any unauthorized access to or disclosure of Customer Data.

8. Sub-processors

Customer authorizes TrimmerOne to engage Sub-processors to provide the Services. Current Sub-processors include:

• Supabase — database, authentication, storage, and edge function hosting
• Stripe — payment processing and subscription billing
• Resend — transactional email delivery
• Lovable AI Gateway — AI model access (Google Gemini, OpenAI GPT)

TrimmerOne remains responsible for its Sub-processors' compliance with the obligations of this MSA. We will provide reasonable advance notice of new Sub-processors that materially process Customer Data.

9. Warranties and Limited SLA

TrimmerOne warrants that the Services will perform materially in accordance with the Documentation under normal use. TrimmerOne targets 99.5% monthly uptime, excluding scheduled maintenance, force majeure events, and issues caused by Customer or third-party services outside TrimmerOne's reasonable control. Customer's sole and exclusive remedy for any failure to meet the uptime target is, at TrimmerOne's election, a service credit or pro-rated refund applied to the next billing period. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS-IS" AND TRIMMERONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO TRIMMERONE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

TrimmerOne will defend Customer against any third-party claim alleging that the Services, when used in accordance with this MSA, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or settlement amounts approved by TrimmerOne. Customer will defend TrimmerOne against any third-party claim arising from Customer Data, Customer's violation of law, or Customer's breach of the Acceptable Use Policy. Each party's indemnification obligations are conditioned on prompt notice, reasonable cooperation, and sole control of defense by the indemnifying party.

12. Governing Law and Dispute Resolution

This MSA is governed by the laws of the State of Colorado, USA, without regard to its conflict of laws rules. Any dispute arising out of or relating to this MSA will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Denver, Colorado, on an individual basis only, as further described in Section 16a of our Terms of Service. Either party may bring an individual action in small claims court for qualifying disputes.

13. Order of Precedence; Entire Agreement

In the event of conflict between documents, the order of precedence is: (1) the applicable Order Form; (2) this MSA; (3) the Terms of Service; (4) the Acceptable Use Policy; (5) the Documentation. This MSA, together with the foregoing documents, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous understandings.

14. Contact

For MSA inquiries, contracting, or Enterprise procurement: info@trimmerone.com