Master Services Agreement

This Master Services Agreement ("Agreement") is entered into between BelaStem, Inc. and the customer accepting this Agreement ("Customer").

BelaStem and Customer may each be referred to individually as a "Party" and collectively as the "Parties."

This Agreement incorporates by reference the following additional policies and terms, which may be updated from time to time. Customer agrees to comply with such policies and terms as applicable to Customer's use of the services.

1. Purpose

This Agreement governs Customer's access to and use of the StemTrackr™ software platform, related services, integrations, support, marketplace functionality, export workflow tools, ecommerce functionality, and associated technology services provided by BelaStem.

2. Services

2.1 Platform Access

Subject to the terms of this Agreement, BelaStem grants Customer a limited, non-exclusive, non-transferable right to access and use the StemTrackr™ platform during the applicable subscription term. The platform may include functionality related to:

• Inventory management
• Product catalog management
• Ecommerce storefront functionality
• Customer management
• Order management
• Export documentation generation
• Shipping integrations
• Reporting and analytics
• AI-powered assistance and automation
• Marketplace participation
• API integrations
• Customer communication tools

2.2 Marketplace Participation

Use of the BelaStem Marketplace is optional and separate from Customer's use of StemTrackr™. Customer understands that:

• Marketplace participation is voluntary
• BelaStem does not guarantee sales volume or customer demand
• BelaStem may approve or reject marketplace participation at its discretion
• Marketplace functionality may evolve over time

2.3 Third-Party Services

The platform may integrate with third-party providers including but not limited to:

• Shipping providers
• Payment processors
• Tax and compliance providers
• CRM systems
• ERP systems
• Messaging platforms
• Government compliance APIs

Customer acknowledges that third-party services may be governed by separate terms and conditions.

3. Customer Responsibilities

Customer agrees to:

• Provide accurate business and operational information
• Maintain current inventory and pricing information
• Maintain security of login credentials
• Use the platform in compliance with applicable laws and regulations
• Maintain required export, tax, labor, and regulatory compliance in its jurisdiction
• Ensure all uploaded product, shipment, and invoice data is accurate

Customer remains solely responsible for:

• Product quality
• Export compliance
• Regulatory compliance
• Customer relationships
• Shipment contents
• Tax obligations
• Labor compliance
• Government filings

4. Implementation and Onboarding

4.1 Initial Onboarding

BelaStem may assist Customer with:

• Initial product setup
• Product catalog imports
• Product photos
• Historical customer data imports
• Historical sales summary imports
• Product mapping and normalization
• User setup and permissions

4.2 Data Imports

Customer acknowledges that imported historical data may require normalization, mapping, and validation. BelaStem does not guarantee the accuracy or completeness of imported third-party or legacy system data.

5. Fees and Payment

5.1 Subscription Fees

Customer agrees to pay all applicable subscription fees, onboarding fees, transaction fees, shipping fees, marketplace fees, and related charges as outlined in the applicable Order Form or pricing schedule.

5.2 Payment Terms

Unless otherwise agreed in writing:

• Fees are billed monthly in advance
• Payments are due within fifteen (15) days of invoice date
• Late payments may result in suspension of services

5.3 Third-Party Charges

Customer is responsible for:

• Payment processing fees
• Shipping charges
• Government fees
• Third-party integration fees
• Customs or export fees

6. Export Documentation and Compliance

6.1 Export Documentation Tools

StemTrackr™ may generate operational export documentation including:

• Commercial invoices
• Packing lists
• Letters of responsibility
• Shipment documentation
• Operational reports

6.2 Government Compliance

Customer acknowledges that:

• BelaStem is not a law firm, customs broker, freight forwarder, tax advisor, or governmental authority
• BelaStem does not guarantee legal or regulatory compliance
• Customer remains responsible for verifying all export, customs, tax, and regulatory filings

6.3 Third-Party Compliance Providers

BelaStem may utilize third-party API providers for electronic invoicing, tax transmission, or regulatory compliance workflows. Customer authorizes BelaStem to transmit required operational data to such providers as necessary to facilitate compliance workflows.

7. Payment Processing

If Customer elects to utilize payment processing functionality:

• Customer authorizes BelaStem and its payment providers to process transactions
• Third-party processor terms may apply
• BelaStem does not guarantee payment approval or collection
• Customer remains responsible for disputes, refunds, and chargebacks unless otherwise agreed

8. Data Ownership

8.1 Customer Data

Customer retains ownership of:

• Customer records
• Product information
• Pricing data
• Uploaded content
• Operational records

Customer grants BelaStem a limited license to use such data solely to provide and improve the services.

8.2 Platform Ownership

BelaStem retains all rights, title, and interest in:

• StemTrackr™
• BelaStem Marketplace
• Ask Rosie™ AI functionality
• Software
• APIs
• Documentation
• Algorithms
• Workflows
• Platform improvements
• Product normalization systems
• Import and mapping logic

No ownership rights are transferred to Customer.

9. Confidentiality

Each Party agrees to maintain the confidentiality of non-public business, technical, financial, and operational information disclosed by the other Party. Confidential information includes:

• Pricing
• Customer data
• Supplier information
• Technical architecture
• Product roadmaps
• Operational workflows
• AI systems and outputs

Confidentiality obligations survive termination of this Agreement.

10. AI Functionality

StemTrackr™ and Ask Rosie™ may provide:

• AI-generated recommendations
• Inventory suggestions
• Product normalization suggestions
• Reporting insights
• Workflow assistance
• Predictive analytics

Customer acknowledges that:

• AI-generated content may contain inaccuracies
• AI outputs should be independently reviewed
• BelaStem does not guarantee AI output accuracy

11. Limitation of Liability

To the maximum extent permitted by law:

• BelaStem shall not be liable for indirect, incidental, special, consequential, or punitive damages
• BelaStem shall not be liable for lost profits, lost sales, lost data, or business interruption
• BelaStem's total liability shall not exceed the fees paid by Customer during the twelve (12) months preceding the claim

12. Disclaimer of Warranties

The services are provided "as is" and "as available." BelaStem disclaims all warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Continuous or error-free operation

13. Term and Termination

13.1 Term

This Agreement shall continue until terminated by either Party.

13.2 Termination

Either Party may terminate this Agreement:

• Upon thirty (30) days written notice
• Immediately for material breach
• Immediately for non-payment

13.3 Effect of Termination

Upon termination:

• Customer access may be suspended
• Outstanding fees become immediately due
• Certain data export rights may remain available for a limited period

14. Data Export

Upon written request and subject to payment of all outstanding fees, BelaStem may provide Customer with a reasonable export of Customer data in a commercially reasonable format. BelaStem is not obligated to provide:

• Proprietary platform logic
• Normalized AI datasets
• Internal system architecture
• Software source code

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to conflict of laws principles.

The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

Customer acknowledges that the services provided under this Agreement are cloud-based software services provided remotely from the United States.

16. Language

This Agreement may be translated into Spanish or other languages for convenience purposes. In the event of any conflict, inconsistency, or interpretation issue between the English version and any translated version of this Agreement, the English version shall control.

17. International Data Transfers

Customer acknowledges and agrees that:

• StemTrackr™ and related services may be hosted, processed, or supported from servers and infrastructure located in the United States or other jurisdictions
• Customer data may be transferred across international borders as necessary to provide the services
• BelaStem may utilize third-party cloud providers, API providers, hosting providers, compliance providers, and operational vendors located in multiple jurisdictions

Customer consents to the collection, storage, processing, and transfer of Customer data in accordance with BelaStem's Privacy Policy and applicable law.

18. No Employment, Agency, or Partnership Relationship

Nothing contained in this Agreement shall be construed to create an employment relationship, agency relationship, partnership, joint venture, fiduciary relationship, or franchise relationship between BelaStem and Customer.

Customer remains an independent business entity solely responsible for its own employees, contractors, operations, tax obligations, export activities, and regulatory compliance.

19. Disclaimer Regarding Legal, Tax, Export, and Regulatory Compliance

Customer acknowledges and agrees that BelaStem:

• Is not a law firm
• Is not a customs broker
• Is not a freight forwarder
• Is not a tax advisor
• Is not a payroll provider
• Is not an accounting firm
• Is not a governmental authority

StemTrackr™ provides operational software tools and workflow functionality only. Customer remains solely responsible for:

• Export compliance
• Customs filings
• Tax filings
• Labor compliance
• Governmental filings
• Product compliance
• Phytosanitary compliance
• Shipping compliance
• Invoice accuracy
• Regulatory approvals
• Local law compliance in Customer's jurisdiction

Any AI-generated suggestions, operational recommendations, export documentation, invoice data, or workflow automation outputs provided through StemTrackr™ or Ask Rosie™ should be independently reviewed by Customer prior to use.

20. Dispute Resolution

Any dispute arising under this Agreement shall first be subject to good-faith negotiations between the Parties. If unresolved, disputes shall be resolved through binding arbitration in the State of Delaware.

21. Force Majeure

Neither Party shall be liable for delays or failures caused by events beyond reasonable control, including:

• Natural disasters
• Labor disputes
• Internet outages
• Governmental actions
• Transportation disruptions
• Customs delays
• Shipping interruptions
• API provider outages

22. Entire Agreement

This Agreement, together with any Order Forms, pricing schedules, or exhibits, constitutes the entire agreement between the Parties.

23. Acceptance

BelaStem uses digital "clickwrap" acceptance in place of a wet signature and PDF. By checking the acceptance box and creating a StemTrackr account, Customer affirmatively agrees to this Agreement as a binding digital contract. BelaStem records the accepting user, the Customer company, the accepted version of this Agreement, the acceptance timestamp, and the originating IP address as an immutable acceptance record.