Master Service Agreement

(MSA)

bnimbl LLC – Stay Booking Engine & Channel Manager

Effective Date: October 1 ,2025
Last Updated: October 1 ,2025

This Master Service Agreement (“Agreement”) is entered into between bnimbl LLC (“bnimbl LLC,” “we,” “us,” or “our”) and the Customer (“Client,” “you,” or “your”). This Agreement governs the use of the Stay Booking Engine & Channel Manager (the “Software” or “Services”).

1. Definitions

  • “Client” – the party purchasing and using the Services.
  • “End User” – hotels, properties, staff, or guests using the Services via Client’s account.
  • “Services” – the Stay Booking Engine & Channel Manager platform, updates, integrations, APIs, and support.
  • “Data” – all Client or End User information, including reservations, guest data, and business records.
  • “License Key” – code provided to activate premium features.
  • “SLA” – Service Level Agreement provisions set forth in Section 7.
  • “DPA” – Data Processing Agreement provisions set forth in Section 8.

2. License & Use

2.1 Grant of License – bnimbl LLC grants Client a non-exclusive, non-transferable license to use the Services during the subscription term.

2.2 License Keys – Certain features require activation with a License Key valid for the term of the subscription. Renewal is required for continued access, updates and support.

2.3 Restrictions – Client may not:

  • Reverse-engineer, copy, or sublicense the Software.
  • Circumvent License Key restrictions.
  • Use the Software for unlawful purposes or in violation of OTA or third-party terms.

3. Fees & Payment

  • Subscription fees and payment terms are set out in the order form or invoice.
  • Fees are non-refundable except as expressly permitted under Section 6 (Refunds).
  • Late payments may result in suspension of Services.
  • Taxes are the responsibility of the Client (except bnimbl LLC’s income taxes).

4. Updates & Maintenance

  • Updates may include new features, bug fixes, and security patches.
  • Access to updates requires an active License Key or subscription.
  • bnimbl LLC will schedule maintenance, usually during off-peak hours, and provide notice when possible.

5. Intellectual Property

  • bnimbl LLC retains all rights to the Software, platform, designs, trademarks, and documentation.
  • Client retains ownership of its Data.
  • Client grants bnimbl LLC a limited license to use Data solely to provide Services.

6. Refund Policy

  • Refunds are only available if the Software materially differs from its description.
  • Requests must be made within fifteen (15) days of purchase.
  • Refunds exclude transaction fees.
  • No refunds are available once License Keys are activated, except in the case of material misrepresentation.

7. Service Level Agreement (SLA)

7.1 Availability – bnimbl LLC will maintain at least 99.5% uptime per month, excluding:

  • Scheduled maintenance
  • Force majeure events
  • Third-party outages

7.2 Support –

  • Standard support: weekdays (m-f), 9am-5pm CST.
  • Critical support: 24/7 for Priority 1 issues.

7.3 Incident Response Times –

  • Priority 1 (critical outage): response within 1 hour, resolution within 12 hours.
  • Priority 2 (major impact): response within 2 hours, resolution within 24 hours.
  • Priority 3 (moderate impact): response within 5 hours, resolution within 3 business days.
  • Priority 4 (minor issues): response within 1 business day, resolution in future updates.

7.4 Remedies – If uptime falls below SLA, Client may request service credits up to 25% of monthly fees.

8. Data Processing Agreement (DPA)

8.1 Roles – Client is the Data Controller, bnimbl LLC is the Data Processor.

8.2 Scope – bnimbl LLC processes guest and reservation data solely for delivering Services.

8.3 Obligations of bnimbl LLC –

  • Process Data only per Client instructions.
  • Maintain confidentiality and security measures (encryption, access control, backups).
  • Notify Client of any data breach within 72 hours.
  • Assist with Data Subject Rights requests (access, deletion, portability).
  • Delete or return Data at termination unless required by law.

8.4 Sub-Processors – bnimbl LLC may use sub-processors (e.g., hosting, OTAs, payment gateways) and will ensure equivalent protections. Client may object within 30 days of notification.

8.5 International Transfers – Transfers outside the USA or equivalent will follow Standard Contractual Clauses or legal safeguards.

9. Privacy Policy

  • bnimbl LLC collects and processes Client and End User data as described in the Privacy Policy, incorporated into this Agreement.
  • Data is never sold or shared with unauthorized third parties.
  • Cookies and analytics may be used for performance monitoring and support.

10. Confidentiality

Both parties agree to maintain confidentiality of non-public information, including Data, pricing, and business practices.

11. Term & Termination

  • This Agreement remains effective until terminated by either party.
  • bnimbl LLC may terminate for non-payment, misuse, or material breach.
  • Client may terminate with written notice subject to applicable subscription terms.
  • Upon termination, Client’s access is revoked and Data may be deleted after a retention period.

12. Liability & Indemnification

  • Services are provided “as is” without warranty.
  • bnimbl LLC’s liability is limited to fees paid in the twelve (12) months prior to claim.
  • Neither party is liable for indirect or consequential damages.
  • Client agrees to indemnify bnimbl LLC against claims arising from misuse of the Services or violation of law.

13. Governing Law & Disputes

  • This Agreement is governed by the laws of Arizona.
  • Disputes will be resolved in Tucson, AZ via arbitration/mediation/court jurisdiction.

14. Miscellaneous

  • This Agreement constitutes the entire understanding between the parties.
  • No waiver of rights shall be effective unless in writing.
  • Invalid provisions shall not affect the remainder of the Agreement.
  • Assignment requires bnimbl LLC’s consent, except in connection with a business sale.