Master Service Agreement

01Definitions

Clarifies essential terms including but not limited to "Occupancy Data," "Sensors," "Client," "Services," and "Intellectual Property."

02Scope of services

Details the provision and operation of real-time occupancy sensor technology and data transmission services offered by JAPA to enterprise clients.

03Client responsibilities

• Clients are required to maintain suitable infrastructure and provide necessary access for installation, maintenance, and operation.
• Clients must ensure compliance with applicable legal standards governing data use and parking management.

04Intellectual property ownership

All sensor technologies, proprietary methodologies, and associated software solutions remain exclusively owned by JAPA. The client is granted usage rights strictly limited to the terms of active agreements.

05Confidentiality

Each party agrees to protect proprietary business information, methodologies, and contract details from unauthorized disclosure.

06Liability and indemnification

Each party agrees to indemnify and hold the other harmless from third-party claims arising from breaches of contract, negligence, or infringement, with liability capped at fees paid within the preceding twelve months.

07Payment and billing

Specific payment obligations and billing procedures are detailed in associated Statements of Work (SOWs) or contract addenda, typically adhering to Net-30 terms.

08Termination, renewal, and amendments

Contracts automatically renew unless terminated in writing by either party 30 days before renewal date. Immediate termination is permissible upon breach of terms following notice and an opportunity to cure.

09Force majeure

Neither party is liable for service interruptions resulting from unforeseeable and uncontrollable circumstances such as natural disasters, network failures, or regulatory interventions.

10Dispute resolution

Disputes will first be mediated under mutually agreeable terms. If unresolved, binding arbitration under California law shall apply.

11Compliance and auditing

JAPA consents to reasonable audits to validate compliance with this MSA, regulatory standards, and agreed-upon operational metrics.

12Entire agreement

This MSA, together with any executed Statements of Work or Service Orders, represents the complete understanding of both parties, superseding any prior negotiations or agreements.

13Piggyback clause

13.1  Cooperative purchasing authorization

The Client and Japa, Inc. ("JAPA") mutually agree to authorize other public entities, governmental agencies, or subdivisions thereof (collectively, "Authorized Entities") to procure services and solutions under this Master Service Agreement ("Agreement") at identical or more favorable pricing, terms, and conditions ("Piggyback"). Authorized Entities seeking to Piggyback must independently enter into separate agreements directly with JAPA, incorporating by reference the pricing, terms, and conditions detailed herein.

13.2  Independent agreements

Each Authorized Entity entering into a Piggyback arrangement will maintain an independent contractual relationship with JAPA. Each Authorized Entity shall independently fulfill its obligations, payments, and liabilities directly with JAPA. The original Client is explicitly released from all obligations or liabilities arising from any such Piggyback agreements unless otherwise explicitly agreed upon in writing.

13.3  Pricing stability and terms

All pricing, service levels, and terms offered under this Agreement shall be made available without modification to any Authorized Entity utilizing this Piggyback Clause, provided such utilization occurs within the original contract term.

13.4  Notice of participation

Authorized Entities must provide written notice to JAPA referencing this Agreement to invoke this Piggyback provision. JAPA reserves the right to require additional terms that do not materially alter or diminish the obligations, rights, or protections set forth in the original Agreement.

13.5  Liability and indemnification

Each Authorized Entity separately indemnifies JAPA against claims or liabilities arising exclusively from their independent use or implementation of JAPA's solutions or services under their respective agreements.

13.6  Scope and limitations

JAPA reserves the right to reasonably limit or deny Piggyback requests if doing so would materially alter JAPA's obligations or adversely affect service quality or resource allocation committed to the original Client under this Agreement.