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Customer master services agreement

Version 2026-09-01 · Effective September 1, 2026

FILTER TECHNOLOGY, INC.
CUSTOMER MASTER SERVICES AGREEMENT

This Customer Master Services Agreement (the "Agreement") is entered into by and between Filter Technology, Inc., a Delaware corporation ("Filter"), and the customer identified at the time this Agreement is accepted or in an applicable Order Form ("Customer"). Filter and Customer may be referred to individually as a "Party" and collectively as the "Parties".

Effective Date. This Agreement is effective on the earliest of: (a) the date Customer electronically signs this Agreement through the Filter platform, as recorded by Filter under Section 19; (b) the date set forth in the first Order Form or Statement of Work referencing this Agreement; or (c) the date Customer first accesses or uses the Services (the "Effective Date"). Where Customer electronically signs through the platform, Filter's record of that signature states the Effective Date.

Filter provides a business-to-business coffee operations platform that enables coffee roasters and related businesses to ingest, parse, structure, analyze, and report on coffee inventory reports, customer contracts, importer invoices, supplier communications, and related operational documents. Customer desires to access and use the platform and related services under the terms of this Agreement.

1. Definitions

"Addendum" means the Data Processing, AI, and Market Data Addendum attached to or incorporated into this Agreement.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Aggregated Data" means data or information derived from Customer Data or use of the Services that has been combined with data or information from other customers or other sources and is not disclosed in a form that identifies Customer, any Authorized User, any individual, any specific counterparty, any contract, any invoice, any shipment, or any individual transaction.

"AI Features" means any artificial intelligence, machine learning, large language model, document parsing, assistant, extraction, classification, summarization, or generative functionality made available through or in connection with the Services, including the Bean assistant.

"Authorized User" means an employee, contractor, consultant, or other individual authorized by Customer to access the Services on Customer's behalf.

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Customer Data" means data, documents, content, files, information, records, prompts, queries, reports, and materials submitted to, uploaded to, emailed to, or otherwise processed through the Services by or on behalf of Customer or its Authorized Users, including Customer Materials.

"Customer Materials" means Customer's inventory reports, supplier emails, customer contracts, importer invoices, attachments, spreadsheets, PDFs, records, and other materials submitted to or processed through the Services.

"Deidentified Data" means data processed so that it cannot reasonably be used to infer information about, or otherwise be linked to, Customer, an Authorized User, an individual, a counterparty, a contract, an invoice, a shipment, or an individual transaction, subject to the safeguards set forth in the Addendum.

"Documentation" means Filter's user documentation, online instructions, usage guides, and policies for the Services.

“Excluded Claims” means claims arising from Customer’s payment obligations, either Party’s indemnification obligations, breach of confidentiality, misuse of the Services or Market Data Products, infringement or misappropriation of intellectual property rights, fraud, willful misconduct, gross negligence, or liability that cannot be limited by law.

"Filter Technology" means the Services, Platform, software, code, workflows, documentation, user interfaces, APIs, AI Features, models, prompts, templates, schemas, data structures, analytics, dashboards, reports, know-how, and other technology or intellectual property owned or controlled by Filter.

"Market Data Product" means any benchmarking, industry trend, market intelligence, aggregated statistics, price benchmark, differential benchmark, storage or financing benchmark, supply indicator, demand indicator, basis reference, report, index, dashboard, dataset, insight, or analytics product created by or on behalf of Filter from Aggregated Data or Deidentified Data.

“Order Form” means an ordering document, statement of work, online checkout flow, Stripe or other payment processor checkout page, subscription sign-up page, proposal, invoice, or other written or electronic ordering process that identifies the Services, fees, subscription term, or other commercial terms and is accepted by Customer.

"Platform" means Filter's hosted software platform and related technology for ingestion, parsing, structuring, analysis, reporting, AI-assisted querying, and management of coffee operations data.

"Services" means the Platform, AI Features, implementation services, support, reporting, white-label services, managed services, data processing, and other services identified in an Order Form.

"Usage Data" means technical, operational, diagnostic, usage, and performance data concerning Customer's and Authorized Users' use of the Services, excluding Customer Data in identifiable form.

2. Services and Order Forms

2.1 Services. Subject to this Agreement and each applicable Order Form, Filter will make the Services available to Customer during the applicable subscription term. Each Order Form will identify the Services purchased, fees, term, usage limits, implementation services, support arrangements, and any special terms.

2.2 Order Forms. If there is a conflict between this Agreement and an Order Form, the Order Form will control only for the Services ordered under that Order Form and only to the extent of the conflict. Any preprinted terms in Customer purchase orders or similar documents are rejected and will have no effect unless expressly signed by Filter.

2.3 Changes to the Services. Filter may modify, update, enhance, suspend, or discontinue features of the Services from time to time, provided that Filter will not materially reduce core functionality purchased by Customer during an active subscription term without providing substantially similar replacement functionality or reasonable notice.

2.4 Beta Features. Filter may offer beta, pilot, preview, or experimental features. Such features are provided "as is," may be modified or discontinued at any time, and are excluded from service commitments unless an Order Form expressly states otherwise.

2.5 Electronic Orders. Customer’s completion of an online checkout flow, submission of payment information, payment through Stripe or another payment processor, click-through acceptance, or other electronic acceptance of an ordering process constitutes Customer’s acceptance of the applicable Order Form and this Agreement.

3. Accounts and Authorized Users

3.1 Customer is responsible for identifying and managing its Authorized Users and for all activity occurring under Customer's accounts, except to the extent caused by Filter's breach of this Agreement. Customer will ensure that Authorized Users comply with this Agreement. Customer must promptly notify Filter of any unauthorized access to or use of the Services.

4. Customer Responsibilities and Data Rights

4.1 Customer is responsible for Customer Data and Customer Materials. Customer represents and warrants that it has all rights, permissions, consents, notices, and authority necessary to provide Customer Data and Customer Materials to Filter and to authorize Filter and its subprocessors to process them as contemplated by this Agreement, the Addendum, and applicable Order Forms.

4.2 Without limiting the foregoing, Customer is responsible for obtaining or maintaining any rights necessary for suppliers, importers, brokers, or other third parties to email inventory reports, contracts, invoices, or related materials to Filter on Customer's behalf. Customer will not submit sensitive personal information, protected health information, payment card data, government identification numbers, or other regulated data to the Services unless expressly agreed by Filter in writing.

4.3 Use Restrictions. Customer will not, and will not permit any third party to:

5. Ownership

5.1 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data and Customer Materials, subject to the licenses and rights granted to Filter in this Agreement and the Addendum.

5.2 License to Provide the Services. Customer grants Filter a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, parse, extract, classify, structure, analyze, use, and otherwise process Customer Data and Customer Materials as necessary to provide, secure, support, maintain, improve, and troubleshoot the Services; to provide AI Features; to comply with law; and as otherwise permitted by this Agreement and the Addendum.

5.3 Filter Technology. Filter and its licensors retain all right, title, and interest in and to the Filter Technology. No rights are granted to Customer except the limited access and use rights expressly stated in this Agreement and an Order Form.

5.4 Feedback. Customer may provide suggestions, ideas, or feedback regarding the Services. Filter may use such feedback without restriction or obligation, provided that Filter will not disclose Customer's Confidential Information in violation of this Agreement.

5.5 Aggregated Data, Deidentified Data, and Market Data Products. Filter's rights to create, use, commercialize, and disclose Aggregated Data, Deidentified Data, and Market Data Products are governed by the Addendum. Customer acknowledges that Market Data Products are a separate commercial product of Filter and may be made available to Customer, other customers, or third parties only as permitted by the applicable agreement and safeguards.

6. Data Processing, AI, and Market Data Addendum

6.1 The Addendum is incorporated into this Agreement. It governs Filter's processing of personal information, use of subprocessors, security obligations, AI Features, and creation and use of Aggregated Data, Deidentified Data, and Market Data Products. If there is a conflict between this Agreement and the Addendum regarding data processing, AI vendor restrictions, or Market Data Products, the Addendum will control.

7. Confidentiality

7.1 Each party may receive Confidential Information of the other party. The receiving party will use the disclosing party's Confidential Information only to perform or exercise rights under this Agreement, will protect it using at least reasonable care, and will not disclose it except to employees, contractors, advisors, affiliates, and service providers who need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement.

7.2 Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public without breach of this Agreement; (b) was known to the receiving party without confidentiality restriction before receipt; (c) is received from a third party without breach of a duty; or (d) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, court order, or governmental authority, provided that it gives prompt notice where legally permitted and cooperates with reasonable protective measures.

8. Fees, Taxes, and Payment

8.1 Customer will pay all fees stated in each Order Form. Unless an Order Form states otherwise, fees are due within thirty (30) days after invoice date, are non-cancelable and non-refundable, and are exclusive of taxes. Customer is responsible for all sales, use, VAT, withholding, and similar taxes, excluding taxes on Filter's net income. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Filter may suspend Services for overdue amounts after providing reasonable notice and an opportunity to cure.

9. Term, Renewal, Suspension, and Termination

9.1 This Agreement begins on the Effective Date and continues until terminated. Each Order Form will run for the term stated in that Order Form. Unless an Order Form states otherwise, subscriptions renew for successive terms equal to the initial term unless either party gives written non-renewal notice at least thirty (30) days before the then-current term ends.

9.2 Either party may terminate this Agreement or an Order Form for material breach if the breach is not cured within thirty (30) days after written notice. Filter may suspend access to the Services if Customer's use creates a security risk, violates law, violates this Agreement, or could harm Filter, another customer, or a third party. Upon termination, Customer's right to access the Services ends, and Filter will return or delete Customer Data as required by the Addendum and applicable Order Forms.

10. Warranties and Disclaimers

10.1 Each party represents that it has authority to enter into this Agreement. Filter will use commercially reasonable efforts to provide the Services in a professional manner. Customer represents that Customer Data and Customer Materials may be lawfully provided to and processed by Filter as contemplated by this Agreement.

10.2 Except as expressly stated in this Agreement, the Services, AI Features, Market Data Products, and any outputs are provided "as is" and "as available." Filter disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation. AI outputs and Market Data Products may be incomplete, inaccurate, or not suitable for Customer's intended use and are not legal, financial, trading, tax, or professional advice.

11. Indemnification

11.1 Filter will defend Customer against third-party claims alleging that the Platform, as provided by Filter and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts approved in settlement. Filter has no obligation for claims arising from Customer Data, Customer Materials, Customer modifications, combinations not provided by Filter, misuse, or use after Filter provides notice to stop. If an infringement claim is made or likely, Filter may procure rights, modify or replace the Services, or terminate the affected Services and refund prepaid unused fees.

11.2 Customer will defend Filter against third-party claims arising from Customer Data, Customer Materials, Customer's use of the Services in violation of this Agreement, Customer's breach of Section 4, or allegations that Customer lacked rights to provide materials to Filter, and will pay damages finally awarded or amounts approved in settlement.

11.3 The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided that no settlement may impose non-monetary obligations on the indemnified party without consent.

12. Limitation of Liability

12.1 Liability Cap. Except for Excluded Claims, each Party’s total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to Filter under the applicable Order Form during the twelve (12) months before the event giving rise to liability.

12.2 Exclusion of Damages. Except for Excluded Claims, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost goodwill, loss of data, or business interruption, even if advised of the possibility of such damages.

13. Data Export and Post-Termination Assistance

13.1 During the subscription term and for a reasonable period after termination, Filter will make Customer Data available for export using available functionality or a commercially reasonable export process, subject to payment of outstanding fees and technical limitations. Filter may delete Customer Data after the applicable retention period or as required by the Addendum. Filter may retain Aggregated Data, Deidentified Data, Usage Data, and Market Data Products as permitted by the Addendum.

14. Publicity

14.1 Filter may not use Customer's name or logo in public marketing materials without Customer's prior written approval, except that Filter may identify Customer as a customer in confidential investor, diligence, or financing materials. Customer may not use Filter's name or logo without Filter's prior written approval.

15. Assignment and Future Sale

15.1 Customer may not assign this Agreement without Filter's prior written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee assumes Customer's obligations. Filter may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, reorganization, financing, sale of equity, sale of assets, sale of the Platform, or change of control. This Agreement binds and benefits the parties and their permitted successors and assigns.

16. Compliance with Laws

16.1 Each party will comply with laws applicable to its performance under this Agreement. Customer is responsible for determining whether the Services, AI Features, Market Data Products, and outputs are suitable for Customer's business, regulatory, trading, financial, tax, and compliance obligations. Customer will not use the Services or Market Data Products to coordinate pricing, allocate markets, restrict supply, or engage in any unlawful anticompetitive conduct.

17. Governing Law; Venue

17.1 This Agreement is governed by the laws of the State of Delaware without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

18. Miscellaneous

18.1 Force Majeure. Neither party will be liable for delay or failure to perform due to events beyond its reasonable control.

18.2 Notices. Notices must be in writing and delivered to the addresses in the Order Form or to such other address as a party designates. Filter may also give notice to Customer by email to the address associated with Customer's account, or by a conspicuous notice within the Services. Notice is effective when delivered.

18.3 Entire Agreement. This Agreement, the Order Forms, and the Addendum constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject.

18.4 Amendments. Except as set forth in Sections 18.5 and 18.6, amendments must be in writing and signed by both parties.

18.5 Updates to These Online Terms. Filter may revise this Agreement, the Addendum, and its online policies from time to time. Filter will publish each revision as a new, separately identified version and will not modify the text of a version already presented to Customer.

18.6 Negotiated Agreements Control. If Customer and Filter have entered into a separately negotiated and executed master services agreement, data processing agreement, or equivalent covering the same subject matter, that agreement controls over this Agreement and over the Addendum to the extent of any conflict, and Customer is not required to accept the corresponding online terms. This Section does not relieve Customer or its Authorized Users of any obligation to acknowledge Filter's Privacy Policy, which describes Filter's practices rather than creating obligations for Customer.

18.7 Severability; Waiver; Survival. If any provision is unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing. Sections that by their nature should survive termination will survive.

19. Electronic Execution

19.1 Signature. Customer executes this Agreement electronically, by typing the full legal name of an authorized individual, selecting the electronic signature control presented with this Agreement, and submitting it through the Filter platform. That act is an electronic signature made with the intent to sign, and this Agreement is executed and legally binding on Customer upon its completion.

19.2 No Countersignature Required. Filter's presentation of this Agreement through the platform constitutes Filter's signature. No further signature, countersignature, or acceptance by Filter is required for this Agreement to be effective, and none should be expected.

19.3 Authority. The individual who electronically signs represents that they are authorized to bind the legal entity identified as Customer at the time of signature. Customer is bound by the signature of any individual who holds itself out as so authorized through an authenticated account.

19.4 Record of Signature. Filter records, at minimum: the legal entity named as Customer; the signer's typed name, title, and authenticated email address; the date and time of signature; the version and a cryptographic hash of the exact text presented; and the exact statement to which the signer assented. Filter will make that record available to Customer through the Services and, on request, by email. Absent manifest error, that record is conclusive evidence of the execution and content of this Agreement.

19.5 Consent to Electronic Records. Each party consents to transact electronically and agrees that this Agreement, the Addendum, each Order Form, and all related notices may be created, signed, delivered, and retained in electronic form. This Agreement is not denied legal effect, validity, or enforceability solely because it is in electronic form or was signed electronically, and it satisfies any requirement that an agreement be in writing and signed. Neither party will contest the admissibility or enforceability of this Agreement on the basis that it was executed electronically.

19.6 Alternative Execution. This Agreement may instead be executed by handwritten or electronic-signature-provider signature on a countersigned copy, in counterparts, each of which is an original and all of which together constitute one agreement. Where the parties do so, Section 18.6 governs the relationship between that executed agreement and these online terms.