This Master Services Agreement ("Agreement") governs Customer's use of the software and services provided by WILLAY LLC, a company incorporated in Wyoming with a principal mailing address at 530-B Harkle Road, Suite 100, Santa Fe, New Mexico (NM), 87505, USA ("WILLAY"). By executing an Order Form or otherwise using the Services, Customer agrees to be bound by the terms of this Agreement.

1. Definitions

1.1 Customer: The individual or entity using the Services.

1.2 Services: The software-as-a-service (SaaS) platform and any related components provided by WILLAY.

1.3 Order Form: The document detailing the Services purchased, fees, term, and other commercial terms.

1.4 Customer Data: All electronic data submitted by or for Customer.

1.5 Documentation: Usage guides and technical documentation made available by WILLAY.

1.6 Affiliate: Any entity controlling, controlled by, or under common control with the Customer.

1.7 Effective Date: The date the Customer executes the Order Form or first accesses the Services, whichever occurs first.

1.8 Confidential Information: All non-public information disclosed by either party, whether orally or in writing, that is designated as confidential or should reasonably be understood to be confidential, including business, technical, or financial information.

1.9 Support Services: Standard or premium customer support services provided by WILLAY in accordance with the applicable Order Form or SLA (Service Level Agreement).

1.10 Custom Development: Any software, features, or modules developed specifically for the Customer that fall outside the scope of WILLAY's standard Services, as defined in an Order Form or Statement of Work.

1.11 Statement of Work (SoW): A written document that describes the scope, deliverables, timeline, and commercial terms for Custom Development projects between WILLAY and the Customer.

1.12 User: Any individual authorized by the Customer to access and use the Services under the Customer's account.

2. Services and Support

2.1 WILLAY will provide access to the Services as outlined in the applicable Order Form.

2.2 WILLAY will use commercially reasonable efforts to maintain 99.9% uptime, excluding planned maintenance and force majeure events.

2.2.1 WILLAY will notify the Customer at least 48 hours in advance of any planned maintenance expected to impact availability.

2.3 Standard support is included; enhanced support plans may be offered at an additional cost as defined in the Order Form.

2.3.1 Standard support includes email and ticket-based assistance during business hours (9:00–18:00 CST), with a typical response time of 1 business day.

2.3.2 Enhanced support plans, if applicable, will include prioritized channels or SLAs as outlined in the Order Form or Support Addendum.

2.4 Data is retained for 30 days post-termination and can be exported by Customer during that period.

3. Fees and Payment

2.4.1 It is the Customer's responsibility to export data before the retention period expires. After 30 days, WILLAY may permanently delete all Customer Data from its systems, unless legally required to retain it longer.

3.1 Fees, payment terms, and billing frequencies are defined in the applicable Order Form.

3.1.1 All fees are exclusive of applicable taxes, which will be added as required by law. The Customer is responsible for any taxes, duties, or withholdings imposed by local authorities.

3.2.1 Usage-based add-ons, including messaging or telephony, will be billed monthly in arrears based on actual usage.

3.2 Add-on services, such as integrations, messaging, or telephony features, may incur additional fees as specified in the Order Form.

3.3 All fees are non-refundable unless otherwise expressly stated. Late payments may accrue interest at 1.5% per month (if not otherwise defined).

3.3.1 Payments are due within the timeframe specified on the invoice. A grace period of 5 calendar days may apply at WILLAY's discretion.

3.3.2 WILLAY reserves the right to suspend Services if payment is not received within 15 days of the due date.

3.4 All payments shall be made in U.S. Dollars (USD), unless otherwise stated in the Order Form.

3.5 Any payment disputes must be raised within 10 business days of the invoice date. Undisputed amounts remain payable.

4. Intellectual Property and License

4.1 WILLAY retains all intellectual property rights in the Services, including any related software, code, designs, and documentation.

4.2 Customer is granted a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Services during the term specified in the applicable Order Form. "Use of the Services" includes access to and interaction with the web-based interface, API integrations, and other functionalities as described in the Documentation.

4.3 If WILLAY ceases operations or discontinues support for the Services for a period exceeding sixty (60) consecutive days, Customer will receive a copy of the relevant source code under a limited-use license for internal use only, subject to terms defined in the applicable Order Form or a separate escrow agreement.

4.4 Custom development work, when applicable, is subject to the intellectual property provisions outlined in Section 4.4 and governed by the applicable Order Form or Statement of Work. Such work may either be licensed to the Customer or fully assigned, as specified therein.

4.5 Customer may not sublicense, reverse engineer, modify, or create derivative works of the Services unless expressly authorized in writing by WILLAY.

4.6 The Services may include or rely on third-party systems or APIs. WILLAY does not claim ownership over such third-party elements and is not responsible for their ongoing availability or functionality.

4.7 All licenses granted under this Agreement shall terminate upon expiration or termination of this Agreement unless expressly stated otherwise.

5. Customer Obligations

4.8 Any suggestions, enhancement requests, recommendations, or other feedback provided by Customer may be used by WILLAY without restriction or compensation, provided it does not disclose confidential Customer information.

5.1 Customer is responsible for its users' compliance with this Agreement.

5.2 Customer shall not:

5.2.1 Reverse engineer or resell the Services.

5.2.2 Use the Services for unlawful purposes.

5.2.3 Exceed usage limits defined in the Order Form.

5.2.4 Attempt to interfere with or circumvent the security or integrity of the Services.

5.2.5 Use automated tools (bots, scrapers, etc.) to access or interact with the Services without prior written consent.

5.2.6 Upload or transmit viruses, malware, or any harmful code.

5.3 Customer agrees to provide timely cooperation, feedback, and any information reasonably required by WILLAY to perform the Services.

5.4 Customer is responsible for maintaining the confidentiality of its access credentials and for all activities under its account.

6. Data Protection

6.1 WILLAY shall implement reasonable administrative, physical, and technical safeguards in accordance with industry standards to protect the confidentiality, integrity, and availability of Customer Data.

6.2 A Data Processing Addendum (DPA) is available upon request or where required by applicable data protection laws, such as the GDPR or CCPA.

6.3 As between the parties, Customer retains all rights, title, and interest in and to Customer Data. WILLAY shall not access or use Customer Data except as necessary to provide the Services or as required by law.

6.4 In the event of a data breach affecting Customer Data, WILLAY will notify Customer without undue delay after becoming aware of the breach and provide relevant information as reasonably available.

7. Term and Termination

7.1 This Agreement begins on the Effective Date and remains in effect until terminated in accordance with this Section. Individual Order Forms may have separate terms that survive the termination of this Agreement.

7.2 Either party may terminate this Agreement or an individual Order Form upon thirty (30) days' prior written notice if the other party is in material breach and fails to cure such breach within the notice period.

7.3 Upon termination or expiration of this Agreement or an applicable Order Form:

7.3.1 WILLAY will retain Customer Data for a period of thirty (30) days and make it available for export upon request.

7.3.2 After this period, Customer Data will be securely deleted unless otherwise required by law.

7.3.3 Customer must immediately cease all use of the Services and delete or destroy any WILLAY Confidential Information in its possession.

7.4 Sections regarding fees, intellectual property, confidentiality, limitations of liability, and dispute resolution shall survive termination or expiration of this Agreement.

8. Warranties and Disclaimers

8.1 Services are provided "as-is" during any free trial.

8.2 WILLAY warrants that, during the term of the applicable Order Form, the paid Services will operate in substantial conformity with the then-current Documentation, under normal use and circumstances.

8.3 Except as expressly stated in this Agreement, the Services are provided "as-is," and WILLAY disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

8.4 WILLAY makes no warranties regarding the availability or performance of third-party systems or services used in connection with the Services, including but not limited to communication platforms, hosting providers, or APIs.

9. Limitation of Liability

9.1 To the maximum extent permitted by law, WILLAY's total aggregate liability for all claims arising under or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by Customer under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.

9.2 In no event shall WILLAY be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data, or use, even if WILLAY has been advised of the possibility of such damages.

9.3 The limitations in this Section shall not apply to Customer's liability arising from: (a) breach of confidentiality; (b) infringement or misappropriation of WILLAY's intellectual property; (c) indemnification obligations; or (d) willful misconduct or gross negligence.

9.4 Customer acknowledges that it may be liable for damages exceeding the amounts paid under the Agreement, particularly in cases where such damages result from violations of the obligations mentioned in 9.3 or from misuse of the Services in a way that causes harm to WILLAY or third parties.

10. Miscellaneous

10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law principles. The parties agree that any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in the State of Wyoming, and both parties consent to the personal jurisdiction and venue therein.

10.2 Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of WILLAY. Any attempt to assign without such consent shall be null and void. WILLAY may assign this Agreement without notice in connection with a merger, acquisition, or sale of assets.

10.3 This Agreement, together with any applicable Order Form, Data Processing Addendum (DPA), Statement of Work (SoW), or additional executed addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, and agreements, whether oral or written.

10.4 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Any waiver must be in writing and signed by an authorized representative of the waiving party.

10.5 No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has any authority to bind the other in any respect.

10.6 The most current version of this Agreement is available at https://willay.xyz/es/company/legal/master-services-agreement. WILLAY may update these terms from time to time. Unless otherwise required by applicable law, any changes will take effect fifteen (15) days after posting. Continued use of the Services after such period constitutes acceptance of the updated Agreement.

10.7 To the extent required by applicable law, material changes (including changes to pricing, data processing practices, or intellectual property terms) will not apply to ongoing service periods without Customer's express consent. In such cases, the version of the Agreement in effect at the time of Order Form execution shall govern until renewal or modification.