Master Services Agreement

Last updated: January 1, 2026

1. Scope of Services

This Master Services Agreement ("MSA") governs the provision of corporate travel management services by TripGain to the Client, including booking, expense management, policy compliance, analytics, and related services as described in applicable Statements of Work.

2. Term

This Agreement commences on the Effective Date and continues for the Initial Term as specified in the Order Form, unless earlier terminated as provided herein. Thereafter, the Agreement automatically renews for successive one-year terms unless either party provides 90 days written notice of non-renewal.

3. Fees and Payment

Client shall pay all fees as specified in applicable Order Forms. Fees are net 30 days from invoice date. Late payments incur interest at 1.5% per month. All fees are non-refundable except as expressly provided in this Agreement.

4. Client Responsibilities

Client shall designate an authorized administrator, ensure user compliance with policies, provide accurate information, maintain confidentiality of credentials, and cooperate with TripGain in service delivery.

5. Service Levels

TripGain shall provide services in accordance with the Service Level Agreement attached hereto. Service credits may be available for sustained non-compliance with SLA commitments.

6. Confidentiality

Both parties agree to maintain confidentiality of proprietary information disclosed during the term. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.

7. Data Protection

Each party shall comply with applicable data protection laws. TripGain shall process Client data in accordance with the Data Processing Agreement attached hereto. Client retains ownership of its data.

8. Indemnification

Each party shall indemnify the other against claims arising from breach of this Agreement, infringement of intellectual property rights, or violation of applicable laws by the indemnifying party.

9. Limitation of Liability

Neither party's aggregate liability exceeds the fees paid by Client in the 12 months preceding the claim. Neither party is liable for indirect, consequential, or punitive damages.

10. Governing Law

This Agreement shall be governed by the laws of the State of California, USA. Any disputes shall be resolved through binding arbitration in San Francisco, California.