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MASTER SERVICE AGREEMENT

This Master Service Agreement (”Agreement”) is entered into as of [Effective Date] (”Effective Date”) between:

Bloxsnap B.V., a private company with limited liability incorporated under the laws of the Netherlands, with its registered office at Kraijenhoffstraat 137 A, 1018RG Amsterdam, registered with the Dutch Chamber of Commerce under number 99419998 (”Bloxsnap”);

and

[Reseller], a private company with limited liability incorporated under the laws of [Country], with its registered office at [Address], registered with [Company Registry] under number [Number] (”Reseller”).

Bloxsnap and Reseller are collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

A. Bloxsnap has developed a cloud-based Platform providing SaaS, PaaS, FaaS, IaaS, AI-assisted tools, and AI-agentic workflow capabilities for the development, deployment, and hosting of digital assets (the “Platform”); and

B. Reseller wishes to access the Platform and provide access to its End-Users under a white-label model, subject to the terms of this Agreement and the applicable Order Form(s); and

C. the Acceptable Use Policy (”AUP”), published at https://bloxsnap.com/legal/aup, forms an integral part of this Agreement and shall be incorporated by reference.

1. SERVICES AND SCOPE

1.1. Access to the Platform

Bloxsnap shall provide Reseller with access to the Platform only to the extent expressly granted in the applicable Order Form(s). Bloxsnap grants the Reseller a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Platform solely as set out in the applicable Order Form(s). Reseller may permit End-Users to access and use the Platform solely through its white-label environment and only to the extent expressly permitted in the applicable Order Form(s).

1.2. Order Form

Reseller’s entitlements are defined in one or more executed Order Form(s) attached as Annex 1. No rights exist under this Agreement unless expressly included in an executed Order Form.

1.3. Scope and Rights Limitations

The Reseller may access and use the Platform only as expressly set out in the applicable Order Form(s). Any other access or use is prohibited. Bloxsnap may implement reasonable technical, usage, or rate limits to maintain platform stability, security, or performance. Technical limits that materially impact the Services as purchased shall be disclosed in the applicable Order Form(s).

1.4. Changes to the Platform and AUP

Bloxsnap may update the Platform, introduce new features, or modify the Acceptable Use Policy from time to time. Bloxsnap shall not make changes that materially reduce the core functionality purchased under an active Order Form without providing at least thirty (30) days’ prior written notice. Continued use of the Platform after such notice constitutes acceptance of the updated terms.

2. TERM AND TERMINATION

2.1. Term

This Agreement is effective for an initial term of one (1) year, automatically renewing for successive one (1) year periods unless either Party provides sixty (60) days’ prior written notice of non-renewal.

2.2. Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to remedy it within thirty (30) days, or in the event of bankruptcy, liquidation, or unlawful conduct.

2.3. Effect of Termination

Upon termination or expiration this Agreement:

  • (a) all rights and licenses granted under this Agreement and all Order Forms immediately cease; and
  • (b) Reseller may request export of Customer Data within sixty (60) days; Bloxsnap will cooperate as reasonably necessary to facilitate the export; thereafter, Bloxsnap may delete such data.

2.4. Suspension of Services

Bloxsnap may immediately suspend the Reseller’s or any End-User’s access to the Platform or the Services, in whole or in part, if any of the following occur:

  • (a) payment is overdue; or
  • (b) Bloxsnap reasonably determines that the Reseller or an End-User is violating the Acceptable Use Policy or applicable law in a manner that poses a risk to the Platform or other users; or
  • (c) Bloxsnap reasonably determines that the Reseller or an End-User has failed to provide necessary consents or other legal bases.

Bloxsnap may provide notice to the Reseller prior to suspension, but is under no obligation to do so, particularly where immediate action is required to protect the Platform, comply with law, or address urgent security risks. A suspension may include the cessation of billed resource consumption. Bloxsnap is not liable to Reseller or any End-User for any loss, damage, or interruption arising from a suspension, and a suspension does not relieve Reseller of any obligation to pay fees that are accrued or payable.

2.5. Survival

The provisions of Sections 4, 8.2, 9, 11, 12, 14, and 15 survive termination or expiration.

3. WHITE-LABEL USE

3.1. Grant

Bloxsnap grants Reseller a non-exclusive, non-transferable right to provide End-Users access to a limited, branded portion of the Platform, only to the extent expressly permitted by the applicable Order Form. Nothing in this Agreement grants any rights or access to End-Users beyond what is expressly permitted to the Reseller under the applicable Order Form.

3.2. Reseller Responsibilities

  • (a) Reseller is solely responsible for all support, billing, and management of its End-Users. Bloxsnap has no obligation to provide support directly to End-Users; and
  • (b) Reseller must maintain a legally binding agreement with each End-User that protects Bloxsnap’s rights and limits liability no less than this Agreement; and
  • (c) Reseller remains fully liable for any End-User actions, including breaches of this Agreement. Any End-User breach will be deemed a material breach by the Reseller; and
  • (d) Reseller is solely responsible for communicating to its End-Users any notices, updates, or compliance requirements that impact their use of the Platform; and
  • (e) Reseller shall promptly notify Bloxsnap of technical, operational, or security issues, or other End-User feedback that may impact the Platform.

3.3. Flow-Down of Rights

Reseller shall ensure that all End-Users grant Bloxsnap all rights and consents necessary to:

  • (a) enforce this Agreement, including the Acceptable Use Policy, and suspend or terminate access for violations; and
  • (b) process Customer Data in accordance with the Data Processing Agreement (DPA); and
  • (c) use Customer Data for AI-assisted processing solely to provide the Services as instructed by the Reseller; and
  • (d) remove, disable, or restrict access to Customer Data; and
  • (e) exercise any other rights granted to Bloxsnap under this Agreement.

Bloxsnap may exercise these rights either directly or via the Reseller, at its discretion. Bloxsnap may provide notice to the Reseller prior to taking action, but is under no obligation to do so, particularly where immediate action is required to protect the Platform, comply with law, or address urgent security risks. Reseller shall include provisions in all End-User agreements to allow Bloxsnap to exercise these rights directly with End-Users.

3.4. Audit and Verification

Bloxsnap may, at its reasonable discretion, audit or otherwise verify that Reseller has obtained all required End-User consents and is complying with this Agreement. Reseller shall fully cooperate with such verification.

3.5. Compliance and Remedies

Failure by Reseller to comply with Sections 3.3 or 3.4 constitutes a material breach, permitting Bloxsnap to suspend or terminate Reseller or End-User access immediately without prior notice.

3.6. No Representation or Authority to Bind Bloxsnap

The Reseller shall not represent itself as an agent, partner, or affiliate of Bloxsnap and has no authority to make any commitments, warranties, guarantees, or representations on behalf of Bloxsnap. The Reseller shall not state or imply to any End-User or third party that Bloxsnap is a Party to any agreement between the Reseller and its End-Users, nor that Bloxsnap endorses, supervises, or is responsible for the Reseller’s business operations, any Reseller-provided implementations, or any digital assets created by Reseller. The Reseller is solely responsible for all representations it makes regarding the Platform and for all agreements it enters into with its End-Users.

4. INTELLECTUAL PROPERTY

4.1. Bloxsnap IP

Bloxsnap retains all rights, title, and interest in and to the Platform and all proprietary elements of the Services (”Bloxsnap IP”). Bloxsnap IP includes everything developed, provided, or made available by Bloxsnap in connection with the Platform or the Services, regardless of how or when it is generated or whether it is accessible to the Reseller or End-Users. Bloxsnap IP does not include Customer Data. No ownership rights in Bloxsnap IP are transferred to the Reseller or any End-User. Bloxsnap grants the Reseller a limited, revocable, non-exclusive, non-transferable license to use the Platform solely as set forth in the Order Form.

4.2. Customer Data

Reseller and its End-Users retain ownership of all data, content, inputs, configurations, and custom code they provide, upload, or submit through their use of the Platform (”Customer Data”). Notwithstanding this ownership, Customer Data does not include, and neither the Reseller nor any End-User acquires rights in:

  • (a) Bloxsnap IP that enables, compiles, executes, or processes the Customer Data; or
  • (b) Service Data, **including logs, telemetry, metadata, analytics, and performance data; or**
  • (c) Anonymized/Aggregated Data generated by Bloxsnap that does not identify the Reseller, any End-User, or any natural person.

4.3. License to Bloxsnap

Reseller grants Bloxsnap a worldwide, royalty-free, non-exclusive license to process Customer Data solely to provide the Services as instructed by the Reseller and to operate the Platform, including running AI-assisted features requested by the Reseller. Bloxsnap shall not use Customer Data for independent purposes, such as model training, testing, or improvement of the Platform. Reseller shall ensure that all End-Users have granted Bloxsnap the necessary rights and consents to use Customer Data in accordance with this Section. This license does not transfer ownership of Customer Data.

4.4. Anonymized and Aggregated Data

Bloxsnap may generate, use, and retain anonymized or aggregated data derived from Customer Data, provided that such data does not identify the Reseller, any End-User, or any natural person. Bloxsnap may use such anonymized or aggregated data for operating, maintaining, optimizing, and improving the Platform and the Services, and for developing new features or services. For clarity, anonymized or aggregated data is not considered Customer Data and does not constitute personal data under applicable data protection laws.

4.5. AI-Generated Output

Reseller receives a perpetual, worldwide, royalty-free license to use, modify, and distribute AI-Generated Output resulting from its use of the Services, for any purpose permitted under this Agreement, subject to any applicable third-party rights or restrictions. Reseller acknowledges that EU copyright law may not recognize AI as an author, and Bloxsnap makes no representation regarding the copyright status of any AI-Generated Output. Bloxsnap shall have no rights to use AI-Generated Output or Customer Data for purposes other than providing the Services. Reseller is solely responsible for its and End-Users’ use of AI-Generated Output; Bloxsnap shall not be liable for any claims or damages arising from such use.

5. OPTIONAL, ADD-ON, AND THIRD-PARTY SERVICES

5.1. Platform-Provided Services

Bloxsnap may make additional services or features available through the Platform (“Platform-Provided Services”), including items accessible via the marketplace. These services may be provided directly by Bloxsnap and may be activated by Reseller without executing an Order Form. Platform-Provided Services are subject to the applicable Platform or Feature-Specific Terms, including the right to modify, suspend, or discontinue any service. SLA coverage and other guarantees apply only if expressly included in an executed Order Form. Beta or experimental features are provided “as is,” without warranty, and may be modified, suspended, or discontinued at any time at Bloxsnap’s sole discretion.

5.2. Third-Party Services

Services or features provided by third-party vendors through the Platform or marketplace (“Third-Party Services”) are governed solely by the vendor’s terms. Bloxsnap acts only as a technical intermediary and makes no warranty or representation regarding performance, availability, or support for any Third-Party Service.

5.3. Order Form Scope and Coverage

Each executed Order Form specifies:

  • (a) which services or features are purchased; and
  • (b) applicable pricing, service levels, and feature limitations; and
  • (c) the scope of applicability.

No rights, SLA, or guarantees apply to Platform-Provided or Third-Party Services unless explicitly included in the Order Form.

6. FEES, PAYMENT, AND TAXES

6.1. Fees

Reseller shall pay the fees for the Services, including subscription fees and usage-based charges, as set out in Order Form(s).

6.2. Payment

Payment is due thirty (30) days from the invoice date. Invoices are issued monthly unless otherwise stated in the Order Form.

6.3. Late Payments

Overdue invoices shall accrue interest at a rate of one percent (1.0%) per month or the maximum rate permitted by the governing law of this Agreement, whichever is lower. The Reseller shall be liable for all reasonable collection costs incurred by Bloxsnap in collecting any overdue amounts. Bloxsnap may exercise its right to suspend access as set forth in Section 2.4.

6.4. Taxes

All fees are exclusive of VAT or other applicable taxes, duties, or government levies, which shall be borne entirely by Reseller.

7. SUPPORT AND SERVICE LEVEL AGREEMENT (SLA)

7.1. Support Availability

Support is provided only to the extent expressly purchased or included in an applicable Order Form. Where support is included, it is delivered via email to the Reseller’s designated technical contacts. Bloxsnap will use commercially reasonable efforts to respond to support requests, but has no obligation to do so unless expressly stated in the Order Form. Support does not include diagnosing, correcting, or repairing errors or issues in Customer Data created or modified by the Reseller or its End-Users. Bloxsnap may choose to provide guidance for such issues, but has no obligation to do so.

7.2. Uptime Commitment

Bloxsnap will use reasonable efforts to make the Platform available in accordance with the uptime service level (the “Uptime Target”) specified in the applicable Order Form. Uptime commitments under this Agreement apply to the Platform and to Platform-Provided Services expressly included in an executed Order Form. They do not apply to Third-Party Services, beta or experimental services, or any Platform-Provided Services not included in an executed Order Form.

7.3. SLA Remedy

If Bloxsnap fails to meet the Uptime Target, the Reseller is eligible for the service credits described in the applicable Order Form. These service credits are the Reseller’s sole and exclusive remedy for failure to meet the Uptime Target.

7.4. Support and Maintenance Details

Target response times for support requests are defined by issue severity in the applicable Order Form. Response times are measured from the moment a valid support request is received by Bloxsnap. Scheduled maintenance, announced with the notice period specified in the Order Form, is excluded from downtime calculations.

7.5. Uptime Monitoring

Bloxsnap will maintain a public status page, as specified in the applicable Order Form, displaying the current operational status and historical uptime data for the Platform infrastructure.

8. SECURITY AND BACKUPS

8.1. Security Measures

Bloxsnap implements commercially reasonable technical and organizational measures designed to protect the Platform and Customer Data against unauthorized access, loss, or disclosure.

8.2. Reseller Responsibility

The Reseller is solely responsible for:

  • (a) securing all login credentials associated with its and its End-Users’ accounts, including implementing secure storage policies; and
  • (b) implementing appropriate administrative controls, including timely deactivation of users; and
  • (c) maintaining independent backups or copies of any critical Customer Data.

8.3. Backups

Bloxsnap performs regular encrypted backups for disaster recovery purposes. Bloxsnap is not responsible for restoring specific Customer Data deleted or modified by the Reseller or its End-Users. Any data recovery requests shall be handled by Bloxsnap at its sole discretion and may be subject to additional fees.

8.4. Breach Notification

Bloxsnap shall notify the Reseller without undue delay, and in any event within seventy-two (72) hours, if it becomes aware of any unauthorized access, disclosure, or loss of Customer Data. Such notification shall include, to the extent reasonably known:

  • (a) the nature of the incident; and
  • (b) the Customer Data affected; and
  • (c) any measures taken or recommended to mitigate the impact.

8.5. Security Testing

The Reseller may request an annual black‑box penetration test of externally accessible components of the Platform relevant to its use of the Services. Such test must be performed by a reputable, certified firm pre‑approved by Bloxsnap, and according to a test plan approved in advance by Bloxsnap. All costs of the test shall be borne by the Reseller.

9. DATA PROTECTION

9.1. Compliance

Each Party shall comply with all applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR), other applicable EU data protection law, and relevant Dutch legislation, in connection with its performance under this Agreement.

9.2. Roles and Responsibilities

The Parties agree that, for all personal data processed by the Platform to provide the Services:

  • (a) the Reseller acts as the Data Controller; and
  • (b) Bloxsnap acts as the Data Processor, processing data solely on behalf of and in accordance with the Reseller’s documented instructions and the DPA.

9.3. Data Processing Agreement (DPA)

The Parties shall concurrently execute the Data Processing Agreement attached as Annex 2 *(available at https://bloxsnap.com/legal/dpa)*, which forms an integral part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA shall prevail.

10. CONTENT AND ACCEPTABLE USE

10.1. Content Restrictions and Removal

Bloxsnap may remove, disable, or restrict access to Customer Data if Bloxsnap reasonably determines that the content is unlawful, infringes third-party rights, violates the Acceptable Use Policy, or Bloxsnap is required to act by law, court order, or valid takedown notice. Bloxsnap shall have no liability arising from such removal or restriction.

11. CONFIDENTIALITY

11.1. Confidential Information

“Confidential Information” means any non-public information disclosed by one Party to the other that is marked confidential or should reasonably be understood as confidential, including the terms of this Agreement, business information, technical data, and security-related details.

11.2. Obligations

The Recipient shall:

  • (a) use Confidential Information solely to perform its obligations under this Agreement; and
  • (b) protect Confidential Information using commercially reasonable measures; and
  • (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need access and are bound by confidentiality obligations at least as protective as these.

11.3. Exclusions

Confidential Information does not include information that:

  • (a) is or becomes public without breach; or
  • (b) was lawfully known to the Recipient before disclosure; or
  • (c) is independently developed without use of the Confidential Information; or
  • (d) is received from a third party without breach of confidentiality.

11.4. Required Disclosure

A Party may disclose Confidential Information if required by law, provided it gives notice to the other Party where legally permitted.

12. WARRANTIES AND INDEMNIFICATION

12.1. Reseller Warranties

The Reseller warrants that all Customer Data, and all use of the Services by the Reseller and its End-Users, comply with applicable law and do not infringe any third-party rights.

12.2. Reseller Indemnity

The Reseller shall indemnify, defend, and hold harmless Bloxsnap and its affiliates from and against all claims, damages, liabilities, costs, and expenses arising from or relating to:

  • (a) Customer Data (including allegations of illegality, infringement, or violation of rights); or
  • (b) AI-Generated Output created or used by the Reseller or its End-Users; or
  • (c) the acts or omissions of the Reseller or its End-Users; or
  • (d) any breach of this Agreement by the Reseller.

12.3. Bloxsnap IP Defense and Indemnification

Bloxsnap shall indemnify, defend, and hold harmless the Reseller from any third-party claim, demand, action, damages, liabilities, costs, or expenses (an “IP Claim”) solely to the extent the IP Claim arises solely from Bloxsnap IP, as provided or licensed to the Reseller under the applicable Order Form, and alleges that such Bloxsnap IP infringes a valid copyright or patent in the Netherlands or the European Union. Bloxsnap shall have no obligation under this Section if the IP Claim arises, in whole or in part, from:

  • (a) any Reseller or End-User modifications, content, styling, code, or inputs; or
  • (b) Customer Data; or
  • (c) AI-Generated Output; or
  • (d) any Third-Party Services or integrations; or
  • (e) the combination, operation, or use of the Platform with any software, data, component, or item not supplied by Bloxsnap, where the IP Claim would not have arisen but for such combination.

This defense and indemnity applies only if the Reseller:

  • (a) promptly notifies Bloxsnap of the IP Claim in writing; and
  • (b) grants Bloxsnap sole control over the defense and settlement; and
  • (c) provides reasonable cooperation at Bloxsnap’s request.

Bloxsnap shall not settle any IP Claim that imposes a financial obligation on the Reseller or requires any admission of liability or fault by the Reseller without the Reseller’s prior written consent. The foregoing constitutes Bloxsnap’s sole liability and the Reseller’s exclusive remedy for any IP Claim under this Agreement.

12.4. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY EXECUTED ORDER FORM, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BLOXSNAP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. BLOXSNAP DOES NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13. FORCE MAJEURE

13.1. Force Majeure Event

Neither Party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, utility failures, or governmental actions. Payment obligations are EXPRESSLY EXCLUDED from force majeure relief.

14. LIMITATION OF LIABILITY

14.1. Exclusion of Damages

Neither Party shall be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits or loss of data, arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

14.2. General Liability Cap

EXCEPT FOR THE EXCLUDED CLAIMS set forth in Section 14.3, the total aggregate liability of either Party arising out of or related to this Agreement shall not exceed the total fees paid or payable by Reseller in the twelve (12) months preceding the event giving rise to the claim.

14.3. Excluded Claims

The limitations set forth in Sections 14.1 and 14.2 shall not apply to:

  • (a) Reseller’s payment obligations under this Agreement; or
  • (b) liability arising from Gross negligence or willful misconduct; or
  • (c) the Reseller’s liability arising under the indemnification obligations (Section 12.2).

14.4. Super-Cap for Specific Breaches

Notwithstanding Section 14.2, the total aggregate liability of Bloxsnap for the following claims shall not exceed the lesser of:

  • (a) two times (2x) the total fees paid or payable in the twelve (12) months preceding the claim; or
  • (b) €100,000 (One Hundred Thousand Euros).

This Super-Cap applies to:

  • breaches of Confidentiality obligations (Section 11); and
  • liability arising from a direct breach of Bloxsnap’s obligations as Data Processor under Section 9 and Annex 2.

15. GENERAL

15.1. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Netherlands. Disputes shall be submitted to the competent court in Amsterdam.

15.2 Entire Agreement

This Agreement, together with all Order Forms and Annexes, constitutes the entire agreement between the Parties and supersedes all prior proposals, agreements, or understandings.

15.3 Assignment

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Bloxsnap may assign this Agreement in whole or in part without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The Parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the original intent.

15.5 Notices

All notices, permissions, and approvals under this Agreement shall be in writing. Notices shall be sent to the contacts listed in Annex 3 (Contact Information). Notices are deemed received:

  • (a) upon personal delivery; or
  • (b) one business day after sending via a reputable overnight courier; or
  • (c) regarding operational or support matters, upon sending via email, provided no bounce-back error is received.

15.6 Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to bind the other to any third party.

15.7 Amendments and Waivers

No modification or amendment to this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced.

15.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution may be effected by electronic signature, which shall be considered binding.

[Signature Page Follows in Executed Agreement]

Annexes 1 and 3 (Order Form and Contacts) will be finalized and attached at the time of contract execution.