This Master Software as a Service Agreement (the “Agreement”) governs the Order Form (to which this Agreement is referenced) and is entered into by and between the customer listed in the Order Form (“Customer”) and TimeTrade Systems, Inc., DBA Engageware. By executing the Order Form, Engageware and Customer hereby agree to be bound by the terms and conditions of this Agreement, as updated from time to time by Engageware in its sole discretion. Engageware and Customer may be referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Engageware has developed certain Internet-based engagement solutions and related online services that run and are hosted on the Engageware site on the World Wide Web (defined fully below as the “Services”).
WHEREAS, Customer wishes to obtain access to the Services, and Engageware wishes to provide such access to the Services in accordance with the terms set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth below, the Parties hereby agree as follows:
1. Definitions
In this Agreement, the following terms shall have the following definitions:
- Affiliate: any entity directly or indirectly controlled by, controlling, or under common control with a Party.
- Agreement: this document, the Order Form and the schedules attached to this document and/or the Order Form.
- Authorized Users: any persons expressly permitted by Customer to use the Services and who have obtained a valid user name and password.
- Customer Content: any data, content, information or materials provided to Engageware by Customer, an Authorized User, or a customer of Customer.
- Engageware API or API: the programmatic web application programming interface and associated tools and documentation that allow Customer to integrate with the Product and Services.
- Error: any malfunction or other deficiency in the Service that prevents it from performing in accordance with the applicable documentation.
- Fees: the fees set out in any Order Form.
- Order Form: the ordering document, including purchase orders and statements of work (SOWs), pursuant to which Customer places orders for Services.
- Personal Information: any information relating to an identified or identifiable individual as described in applicable privacy law.
- Product: Engageware’s software product, applications, equipment, APIs, documentation and/or deliverables identified in an Order Form.
- Product Schedule: additional terms applicable to specific Products and Services, attached as Schedule A-1, A-2, etc.
- Service(s): remote access to the Product for the Term specified, including maintenance, support, and professional services ordered under an Order Form.
- Term: the time period during which Customer has access to and the right to use the Services.
2. Services; Proprietary Rights
2.1. Subject to compliance with this Agreement, the specific Product Schedules and the applicable Order Form, Engageware grants Customer a limited, non-transferable and non-exclusive license to access and use the Product and Services via the Internet solely during the Term. Engageware reserves the right to make changes and updates to the functionality and/or documentation of the Services from time to time; provided that any such changes do not materially diminish the Services.
2.2. Customer shall own all right, title and interest in and to the Customer Content. Engageware may access such Customer Content solely for the purpose of delivering the Services. Customer represents, warrants and covenants that it has the right to transfer or provide access to the Customer Content to Engageware and will obtain consents from its customers as required by applicable laws.
2.3. Customer understands and agrees that Engageware may use information (“Anonymized Aggregated Information”) derived from Customer’s use of the Services for internal use and marketing purposes, provided that all such information has been aggregated with other customers’ data and completely anonymized such that Customer cannot be identified. Such information shall be owned by Engageware and shall not be considered Customer Confidential Information or Customer Content.
2.4. If Customer or a representative provides suggestions, enhancement requests, recommendations or other feedback relating to the Product or Services, Engageware shall have, and Customer hereby grants, a worldwide, transferable, sublicenseable, irrevocable, perpetual, fully-paid, royalty-free license to use, make, reproduce, sell, distribute, or otherwise exploit such feedback.
3. Customer’s Obligations
3.1. Customer and Authorized Users shall be solely responsible for acquiring, installing, maintaining, and updating all Internet connectivity equipment, hardware and software necessary to connect to and use the Services, keeping such equipment current with the latest security releases.
3.2. Customer is responsible for all activities conducted under its and its Authorized Users’ use of the Services, including actions of third parties acting on behalf of Customer. Customer and its Authorized Users shall not resell, reverse engineer, copy, interfere with, or use the Services fraudulently or illegally, nor introduce viruses or malicious code. Engageware reserves the right to immediately suspend the Services in the event of a breach affecting security, availability or legality of the Services, or causing immediate harm, until cured, or to terminate for cause per Section 10.
3.3. EXCEPT AS MUTUALLY AGREED IN WRITING, CUSTOMER AGREES NOT TO USE THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. “Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information.
4. Security, Service Levels and Support
4.1. Engageware shall use commercially reasonable security practices to prevent unauthorized use and disclosure of Customer Content, as set forth in Schedule B. Engageware may update its security practices during the Term, provided such changes do not become less protective in any material respect than those described in Schedule B.
4.2. Engageware will provide the Services and related support and maintenance in accordance with this Agreement and its standard Service Level Agreement applicable to each Product.
5. Payment of Fees and Costs
5.1. Unless otherwise set forth in an Order Form, Engageware shall invoice Customer and Customer shall pay the Fees in advance, as set forth in the Order Form. Fees are payable in US dollars and are non-refundable.
5.2. Customer shall reimburse Engageware for pre-approved travel, accommodation and out-of-pocket expenses.
5.3. Fees do not include taxes; Customer is responsible for applicable local, state, federal or foreign taxes (excluding taxes on Engageware’s net income or property).
5.5. Customer shall pay all undisputed invoiced Fees within thirty (30) days of receipt. Failure to dispute an invoice within ten (10) days forfeits the right to dispute it.
5.6. Unpaid Fees remaining fourteen (14) days after a written reminder may result in suspension of Services and interest of 1.5% per month or the maximum rate permitted by law.
5.7. After the initial Term, Engageware may increase Fees by up to ten percent (10%) per renewal Term with at least thirty (30) days advance written notice.
6. Warranty
Each Party warrants it has the legal right to enter into this Agreement and will comply with applicable laws. Engageware warrants the Product will function substantially in accordance with its documentation, and the Services will be provided in a professional, workmanlike manner with reasonable skill and care. Except for these express warranties, Engageware disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
7. Limitation of Liability
7.1. Except for breach of confidentiality obligations or Customer’s breach of the license grant, neither Party shall be liable for indirect, incidental, special, consequential, punitive, or exemplary damages arising out of this Agreement.
7.2. Engageware’s total liability under this Agreement will not exceed 100% of the most recent twelve (12) months’ fees actually paid.
7.3. No action may be brought more than two (2) years after the cause of action became known, or, for non-payment, more than three (3) years from the relevant invoice date.
8. Indemnity
8.1. Engageware Indemnity: Engageware shall indemnify and hold Customer harmless from third-party claims for infringement of copyright, patent or other IP rights arising from Customer’s permitted use of the Product or Services, provided Engageware receives prompt notice and sole control of the defense. This excludes claims based on Customer Content or unauthorized use.
8.2. Customer Indemnity: Customer shall indemnify and hold Engageware harmless from third-party claims alleging that Customer Content infringes IP rights, is defamatory, or violates privacy or publicity rights, provided Engageware gives Customer prompt notice and control of the defense.
9. Confidentiality
“Confidential Information” means information identified as confidential or which should reasonably be understood to be confidential, including Services, Products, Customer Content, Personal Information, business plans, and the terms of this Agreement. It excludes information already known, independently developed, or that becomes public through no breach of this Agreement.
Each Party agrees to protect the other’s Confidential Information with at least the same care it uses for its own confidential information, disclosing only to those who need to know for purposes of this Agreement. This obligation survives termination for three (3) years, except that obligations regarding Personal Information survive indefinitely, and trade secrets survive for as long as they qualify as such under applicable law.
10. Term and Termination
10.1. This Agreement commences on the Order Form Effective Date and continues while an Order Form is in effect, automatically extending for successive one-year periods absent thirty (30) days’ written notice of non-renewal.
10.2. Either Party may terminate for uncured material default within thirty (30) days of written notice, or immediately upon the other Party’s insolvency.
10.4. Upon termination, Customer shall cease all use of the Services, and Engageware will make Customer Content available within thirty (30) days of termination, after which Engageware has no obligation to retain it.
11. General Terms
11.1. Notices: written notices shall be delivered personally, by courier, or by certified mail to the Order Form contact.
11.2. Audits: Customer may not perform penetration testing, network scans, or load testing without Engageware’s written consent. Security information will be provided in a prepared, industry-recognized format (e.g., CAIQ or Financial SIG), limited to once per calendar year.
11.3. Publicity: Customer grants Engageware the right to use Customer’s logo and name on its website and customer lists, and to issue a press release announcing the relationship, subject to Customer’s prior approval of the wording, not to be unreasonably withheld.
11.4. Entire Agreement: this Agreement, its Schedules, and any Order Forms constitute the entire agreement between the Parties.
11.5. Assignment: neither Party may assign without the other’s written consent, except Engageware may assign to an Affiliate or an acquirer of substantially all its relevant business or assets.
11.9. Choice of Law; Venue: governed by the laws of The Commonwealth of Massachusetts; litigation shall be filed in Massachusetts courts.
11.10. No Solicitation: Customer shall not solicit or hire Engageware employees during the Term and for one (1) year following termination.
11.12. Severability: invalid or unenforceable provisions shall be reformed to the minimum extent necessary, with remaining provisions unaffected.
Last Updated: July 2026
Schedule B — Engageware Standard Security Practices
In General
Engageware will maintain appropriate administrative, organizational, technical and physical safeguards to maintain the security and confidentiality of Personal Information, protect against anticipated threats, prevent unauthorized access, and dispose of Personal Information securely in accordance with industry standards.
- Engageware will maintain current industry standards for encryption of Personal Information in transmission and at rest.
- Personal Information will be maintained at locations hosted in the United States (or other locations as necessary, subject to applicable law), with appropriate segregation between parties’ data.
- Engageware will destroy Personal Information as required under applicable law.
- Engageware will require subcontractors to undertake security measures no less restrictive than those described here.
Incident Reporting and Mitigation
Engageware will report to Customer any confirmed breach of security or unauthorized access to Personal Information (an “Incident”) promptly, and no later than seventy-two (72) hours following confirmation. Pings, port scans, failed log-on attempts, and denial-of-service attempts are not Incidents unless they result in unauthorized access, use or disclosure.
Engageware will use diligent efforts to remedy any Incident and deliver a root cause analysis and mitigation plan. Engageware is not strictly liable for any Incident except to the extent it arises from Engageware’s breach of this Agreement.
As Customer’s sole remedy for an Incident, Engageware will: restore Personal Information to the extent practicable; institute measures to prevent recurrence; cooperate reasonably with Customer; and, if the Incident was due to Engageware’s breach, reimburse Customer’s directly incurred out-of-pocket costs, subject to the Agreement’s liability limitations.
Last reviewed 10/19/2026