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This ABS WAVESIGHT™ SaaS Subscription – Master Enterprise Agreement is made effective as of the Effective Date, by and between ABS Digital Solutions LLC d/b/a “ABS Wavesight”, and the Client with respect to the Services identified and defined below, subject always in all respects to the Terms and Conditions set forth below and in the attached Order Form and any other referenced attachments.




“ABSDS” means ABS Digital Solutions, LLC as a Party.

“Affiliate” means, with respect to each Party, any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party.

“Annual Fee” means the periodic fee paid by Client to ABSDS in accordance with Section 5.

Applicable Law” means, without limitation, any law, statute, rule, regulation, order, or ordinance of the United States, or any state, municipality or political subdivision thereof, where any Services are provided hereunder as well as the law of any legal jurisdiction, including but not limited to any sovereign country, any state, province or other political subdivision or court thereof, any governmental agency, or authority of any country, including, without limitation, laws and regulations pertaining to import, export, re-export, anti-corruption labor, wages, hours, equal opportunity and other conditions of employment, data privacy, the environment, and safety, where: (a) any Services are provided; or (b) either of the Parties is located. In the event of any conflict, the laws of the United States shall control.

“Authorized End User” means a Client employee (or other entity specified as a potential Authorized End User in an Order Form) who Client authorizes to access the Services using a user account identification and password associated with Client’s ABS Wavesight™ user account.

“Client” means the Party subscribing to the Services.

“Content” means information, software, and data, including, without limitation, hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets, or servlets that are created, provided, uploaded, or transferred by Client or any Authorized End User. Note: This definition does not apply to Clause 2 of Exhibit 1 to the ABS My Digital Fleet™ Product-Specific Terms.

“Control(s)(led)” means, with respect to a Party, possess(es)(ed), directly or indirectly, the power to direct or cause the direction of the management and policies of such Party, whether through ownership of voting securities, by contract or otherwise.

Documentation” means the user documentation written material, whether in physical or electronic form, for the Services and Licensed Product(s).

Effective Date” means the date that the last of ABSDS and Client executed or otherwise indicated authorized acceptance of this MEA.

Licensed Product(s)” means the software program(s) and/or web-based application(s) as set forth in the Order Form, licensed by ABSDS to Client and made available through the Services, which deliver(s) Processed Data to Client.

MEA” or “Agreement” means this ABS Wavesight™ SaaS Subscription - Master Enterprise Agreement.

Order Form” means the document outlining the Annual Fee(s) associated with licensing Services and Licensed Product(s) and the term of such licenses.

Personal Data” means any information that can be used to identify a specific individual, such a name, email address, home address or phone number that is provided, uploaded, or transferred to ABSDS to store process, or transfer on Client’s behalf.

Processed Data” means, collectively, (i) the data output created by the Licensed Product(s) and delivered to Client as a visual dashboard for Client’s use in accordance with the terms of this MEA, and (ii) that data obtained by ABSDS other than Client Content, and all aggregate and/or derived data which may include Client Content and data received from other sources that is generated by ABSDS pursuant to Section 4.5 hereof, and which is made available by ABSDS to Client by way of Licensed Product(s).

Services” means the provision of remote access by ABSDS to Client of Licensed Product(s) pursuant to this MEA and corresponding Order Form(s), including hosting software and provision of other services necessary for use of such software.

Statement of Work” or “SOW” means the document outlining any professional services to be provided by Wavesight upon the agreement of the Parties.


    1. ABSDS agrees to make the Services available to Client remotely through the Internet, subject to Section 1.5 below. Upon Client’s payment of the Annual Fee, ABSDS grants to Client a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right and license to access the Services and use the Licensed Product(s) for a limited term set forth in the Summary of Services and only for Client’s own internal business operations, in accordance with the terms of this MEA. The foregoing may include the Services and provide access to ABSDS proprietary and third-party software and databases. These third-party software elements are subject to additional terms and conditions set forth in their applicable Product-Specific Terms and made a part of and incorporated by reference to this MEA.

    2. When Authorized End Users register for an account (“Account”), ABSDS may provide the Authorized End User with an Account identification and password. Client is responsible for ensuring that each Authorized End User protects their Account identification and password and controls who may access an Authorized End User Account or uses the Services on Client’s behalf. Client agrees that its Authorized End Users shall not the Services to: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (c) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (d) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (e) attempt to gain unauthorized access to the Services, the Licensed Product(s), or the  ABSDS network infrastructure or their related systems. Client shall be responsible for all activity occurring under the Authorized End Users’ Accounts caused by their failure to comply with this Section 1.2.  Client shall not permit the Authorized End Users to share their Account identifications with each other or with unauthorized third parties. Client shall: (i) notify ABSDS immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; (ii) report to ABSDS immediately and use reasonable efforts to stop immediately any copying or distribution of the Licensed Product(s) and/or Processed Data that is known or suspected by Client or Authorized End Users caused by the failure to comply with this Section 1.2; and (iii) not provide false identity information.

    3. Client understands and agrees that it shall be responsible for any third-party mobile carrier or internet service provider fees incurred in connection with the downloading of Processed Data reports by its Authorized End Users. Client agrees to use the Services only with the hardware and software specified by ABSDS, if any. It is not the responsibility of ABSDS to make any changes to the Services or any Licensed Product(s) to ensure hardware or software compatibility.

    4. Client understands and agrees that certain third-party products provided with the Services are provided under a separate license directly from the third-party licensor (“Third Party Products”).Client agrees and acknowledges that, to the extent that any such Third Party Products are provided with the Services: (i) such Third Party Products are provided on an “as-is”, pass-through basis, and as such are provided to Client without warranty, indemnification, support or other representation by ABSDS; (ii) ABSDS bears no liability with respect to such Third Party Products and support services for such Third Party Products will be provided at ABSDS’s discretion; and (iii) Client may be required to upgrade to new versions of such Third Party Products as they become available and supported by their respective licensors.The Third Party Products that may be included in the Services are identified at ABS My Digital Fleet™ Alliance Program ( and may be provided by ABSDS as integrated data streams or as optional features.

    5. ABSDS may perform regularly scheduled maintenance during maintenance windows defined by ABSDS. Other scheduled and non-scheduled downtimes may occur.  The Services will not be available during these times.

    6. Upon reasonable prior notice, ABSDS shall have the right to verify Client’s compliance with the terms of this MEA or have such inspection or verification performed by a third party.

    7. ABSDS will maintain, until the end of the term identified in the Order Form corresponding to the contracted Services, commercial general liability insurance, including coverage for contractual liability, products liability and completed operations.

    8. Client’s acceptance of this MEA in writing, activating the Services subscription and/or the Client accessing or using the Licensed Product(s) automatically puts the terms of this MEA into effect. Client further agrees to abide by the ABSDS Privacy Policy, available at Legal/Privacy (, and the Terms and Conditions for each of the Licensed Product(s), available at Terms and Conditions ( In the event of any inconsistency between this MEA and the ABSDS Privacy Policy, the terms in this MEA shall prevail. In the event of any inconsistency between this MEA and the Terms and Conditions for each of the Licensed Product(s), the Terms and Conditions for each of the Licensed Product(s) shall prevail.


    1. As between the Parties and subject to any applicable third-party rights, ABSDS and its Affiliates are and shall remain the sole owner of any and all intellectual property rights related to Licensed Product(s) and all the Processed Data being provided to the Client.  Client shall preserve all patent, trademark, copyright, confidential and other proprietary notices included as part of the Processed Data, and Licensed Product(s), and shall reproduce all such notices on or in any copies thereof, in whole or part, in any form.

    2. Except as expressly permitted herein, Client shall not, and shall not allow any third party (including, but not limited to, independent contractors and consultants working for Client) to:

      1. copy, reproduce, broadcast, alter, license, transmit, sell, distribute, exhibit, rent, transfer, translate, lease, publish, disclose, display, create derivative works of or otherwise make the Licensed Product(s) or any of the Processed Data or copies thereof available to third parties, in any form or by any means;

      2. allow the Licensed Product(s) or Processed Data to become the subject of any charge, lien or encumbrance;

      3. decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms Licensed Product(s) or the Processed Data by any means; or

      4. modify, incorporate into the Licensed Product(s) or Processed Data or create derivative works of any part of the Licensed Product(s) or Processed Data.

    3. Client understands and agrees that its Authorized End Users and any independent contractors or consultants working for Client shall comply with the above restrictions.  Client shall be responsible for the compliance of its Authorized End Users, independent contractors, and consultants with the terms of this MEA.

    4. Client hereby acknowledges that Licensed Product(s) and Processed Data are proprietary and confidential to ABSDS. Client will hold and protect License Product(s) and Processed Data in the same manner as Client protects its own proprietary information and trade secrets (but in no event using less than reasonable care) and Client will not divulge, duplicate, or permit any of its Authorized End Users, employees, agents or representatives to divulge or duplicate, any confidential information, including data or information with respect to Licensed Product(s), and Processed Data or technology embodied therein, or any other documentation, instructions or other information relating thereto, to anyone who is not an employee, agent, or advisor having a need to know such information or an employee of ABSDS. Client recognizes and acknowledges that breach of the confidentiality obligations set out above will cause irreparable harm to ABSDS. Should Client breach these obligations or use Licensed Product(s) and Processed Data outside the scope of the license evidenced by this MEA, ABSDS shall have the right to immediate and temporary relief by way of injunction or restraining order against any further use, access to, or disclosure of Licensed Product(s) and Processed Data and associated confidential information by Client, with such temporary relief to remain in effect without bond while ABSDS seeks a permanent injunction from a court of competent jurisdiction.


    1. ABSDS shall maintain and enforce reasonable technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of the Client’s Content that are at least equal to industry standards for applications similar to the Licensed Products.

    2. ABSDS provides only services for Content.  Client has sole responsibility for the following:

      1. Ensuring the adequacy of any software elements to satisfy the Client’s use requirements, subject to ABSDS’s obligations under the MEA;

      2. All Content including, without limitation, its selection, creation, design, licensing, installation, accuracy, maintenance, testing, backup and support (to the extent such maintenance, testing, backup and support is not within the scope of ABSDS’s warranty, support and other obligations under the MEA);

      3. Having all necessary authorizations to allow ABSDS and its subcontractors to host, cache, record, copy, and display Content for the purpose of providing the Services and Licensed Product(s) to Client, and  Client represents that it has and will keep in effect during its use of the  Services and Licensed Product(s) all such authorizations and approvals necessary to grant ABSDS and its subcontractors these rights, and that such rights are provided at no charge to ABSDS; and

      4. The selection and implementation of procedures and controls regarding access, security, encryption, entry, use, and transmission, and backup of Content prior to such Content being uploaded from Client’s networks and systems to the \ Services.

    3. Client’s Obligations. In relation to all Personal Data provided by or through Client to ABSDS, Client will be responsible as the sole data controller for complying with all applicable laws that regulate the processing of Personal Data, including special categories of data. Client agrees to obtain all legally required consents, authorizations and approvals and make all necessary disclosures before (a) including any Personal Data in Content and (b) using the Software. Client confirms and acknowledges that it is solely responsible for any Personal Data that may be contained in Content it uploads, including any information which any Authorized End User shares with third parties on Client’s behalf. Client is solely responsible for determining the purposes and means of processing any Personal Data by ABSDS under the MEA that is outside of ABSDS’s normal data processing procedures, including that such processing according to Client’s instructions will not place ABSDS in breach of applicable data protection laws.

    4. Upon request by ABSDS, Client shall perform any and all encryption and/or obfuscation steps prior to any submission of data back to ABSDS, including but not limited to, transparent data encryption, standard AES-256 encryption and/or decryption, process-based access control lists, and file- and block-level encryption and/or decryption, so as to comport to applicable data protection laws. Client will, at its expense, defend, indemnify, and hold harmless ABSDS against any action brought against ABSDS for violations of any applicable data protection laws due to Client’s failure to perform the required encryption and/or obfuscation steps prior to any submission of data back to ABSDS as set forth above.

    5. ABSDS’s Obligations. ABSDS will only process Personal Data in a manner that is reasonably necessary to provide the Services to the Licensee, and only for that purpose.  ABSDS will only process Personal Data in delivering the Services, and Licensee agrees that the description provided by ABSDS is consistent with Client’s processing instructions. If Client or a Client data controller is required by Applicable Law to provide information about or access to Personal Data to any individual or to a relevant authority, ABSDS will reasonably cooperate with Client in providing such information or access.

    6. ABSDS implements and maintains practices and procedures, which may be revised periodically, regarding the systems used to host and operate the Services and Licensed Products. These practices and procedures are designed to reduce the vulnerability of ABSDS’s systems to accidental loss, unlawful intrusions, unauthorized access, disclosure or alteration, or wrongful conduct that may interfere with, misappropriate, or otherwise damage the Content or Client’s use of the Services. A description of the practices and procedures applicable to the Services, including applicable technical and operational measures, is available to Client upon request. Client is responsible for determining whether these practices and procedures are appropriate to meet Client’s requirements. By using the Services, Client acknowledges its acceptance of the ABSDS practices and procedures and their adequacy for Client’s purposes.

    7. Business Continuity and Disaster Recovery: ABSDS and its Affiliates will maintain a formal Crisis Management Plan, Business Continuity Plan, and Disaster Recovery Plan (collectively, “Disruption Response Plans”) to guide reaction to any significant disruptions to ABSDS’s services, operations and infrastructure. The Disruption Response Plans are reviewed and updated periodically and approved at least annually. Multiple disaster scenarios are considered as part of the Disruption Response Plans such as pandemics, losses of office facilities, losses of data centers, or losses of personnel. The Disruption Response Plans will include disaster avoidance procedures which are designed to safeguard Client Data and ABSDS’s data processing capabilities in the event of a disaster as defined therein. ABSDS will test the Disruption Response Plans on a periodic basis to evaluate tools, processes and subject matter expertise in response to specific incidents and results of these exercises are documented and issues identified for remediation.  Client acknowledges that during an occurrence requiring actions pursuant to the Disruption Response Plans, the Services may not meet the same performance standards as during normal operating conditions and that this will not be considered a material breach of this Agreement unless such degradation of Service results from a failure to properly or reasonably implement the Disruption Response Plans.

    8. Client understands that ABSDS cannot and does not guarantee or warrant that files available for download from the internet or will be free of viruses or other harmful code. Client is responsible for implementing sufficient procedures, checkpoints, and security to satisfy Client’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data.  Except as specifically provided in this MEA, ABSDS makes no representations or warranties regarding any security functions.   TO THE FULLEST EXTENT PROVIDED BY LAW, ABSDS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CLIENT’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO CLIENT’S USE OF THE SERVICES OR ANY OUTPOUT OR ITEMS OBTAINED THROUGH ABS MY DIGITAL FLEET OR THE LICENSED PRODUCT(S) OR TO CLIENT’S DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.

    9.  Protection of Content. 

      1. ABSDS will not disclose or use Client’s Content except as necessary to operate and perform the Services as contemplated in the MEA, subject to ABSDS’s compliance with Applicable Laws and its obligations under the MEA. ABSDS will only process Client Content on systems used to host and operate the Services on which ABSDS has implemented the security practices and procedures referenced herein.

      2. If ABSDS reasonably determines it to be useful in its provision of the Services to the Client and subject to the prior written agreement of the Client, ABSDS may transfer Content, including any Personal Data, across a country border to the entities and countries notified to Client. Client consents to the Services being provided by such entities in such countries and is solely responsible for determining that any transfer of any Personal Data across a country border under the terms of the MEA complies with Applicable Law. ABSDS shall reasonably cooperate with Client, for Client’s own benefit or for the benefit of a Client data controller, in its fulfillment of any legal requirement, including obtaining mandatory approvals. If ABSDS makes a change to the way it processes or secures Personal Data as part of providing the   Services and the change causes Client to be noncompliant with Applicable Law, Client may terminate the current Subscription Period for the affected Services or Licensed Product(s) (as applicable) by providing written notice to ABSDS within thirty (30) days of ABSDS’s notification of the change to Client.


    1. When submitting information through the Services and/or a Licensed Product to ABSDS for any purpose, Client, or any other party authorized by Client represent(s) and warrant(s) that:

      1. Client owns all rights, title and interest in and to any submitted material and all intellectual property rights corresponding thereto; OR

      2. Client has the authority to disclose the submitted material and all intellectual property rights corresponding thereto on behalf of the owner(s) of the submitted material. 

    2. As between the Parties, Client retains all right, title, and interest (including any intellectual property rights) in and to its Content. Client grants to ABSDS and its subcontractors a nonexclusive, worldwide, royalty-free, fully paid, transferable license to host, cache, record, copy, and display Client’s Content, solely for the purpose of making the Services and/or the Licensed Products available for use by Client during the term of this MEA. Client represents that it has authority to grant that license and agrees not to use Content with the Services for which Client does not have authority to grant that license.  The license granted to ABSDS under this Section 4.2 shall terminate concurrently with the termination of the MEA.

    3. If Client or an Authorized End User transmits Content to a third-party website or other hosting service that is linked to or made accessible by the Service, Client and the Authorized End User provide ABSDS with the consent to enable any such transmission of Content, but such interaction is solely between Client and the third-party website or hosting service. ABSDS makes no warranties or representations about such third-party sites or hosting services and shall have no liability for the Client’s use of such third-party sites or hosting services.

    4. Client agrees that ABSDS is not providing it with access to the Internet to use the Services and that Client remains responsible for Internet access.   Client acknowledges that at the point of Client’s upload of Content into the Services, ABSDS and its Affiliates (a) do not control the transfer of data over telecommunications facilities, including the Internet,  and (b)  despite employing industry standard practices and safeguards to protect against the accidental or unlawful destruction, loss, alteration or unauthorized disclosure of or access to data, ABSDS and its Affiliates cannot commit to particular confidentiality obligations if Client has accessed the Services in a public Internet environment or over an unsecured network.

    5. As part of its internal operations, ABSDS may combine information received under this MEA with information received from other sources to permit data analyses that relate to marine and offshore safety, service, and classification. ABSDS may also use information received under this MEA to perform operations that involve comparative analysis with information received from other sources. Client agrees that ABSDS will have the right to generate aggregate or anonymized data, which ABSDS may use for any business purpose during or after the term of this MEA (including without limitation to develop and improve ABSDS products and services and to create and distribute reports and other materials). ABSDS will only disclose aggregate/anonymized data externally in a sanitized, anonymous format that does not identify Client, Client’s authorized users (if any), or Client confidential information, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Client is not responsible for ABSDS’s use of such aggregate/anonymized data.


    1. Annual Fee. Client shall pay ABSDS the Annual Fee corresponding to the rate schedule set forth in the Order Form. The first Annual Fee is due upon the earlier of (i) the first date of availability of the Services to Client or (ii) ninety (90) days after the Parties’ agreed date of availability of Services if such availability is not achieved due to (x) Client not participating in implementation in a commercially reasonable manner or (y) Client not abiding by its obligations set forth in a mutually agreed implementation plan. ABSDS reserves the right to adjust the Annual Fee at the end of each calendar year following the Effective Date hereof. Each such adjustment shall not exceed the previous Annual Fee, increased by the greater of the annual percentage change in the most recently disclosed Consumer Price Index or five percent (5%).  If there is any conflict between this Section and the terms of any renewal agreement between the Parties, the renewal agreement terms control.

  6. Invoicing and Payment. ABSDS shall submit each invoice in electronic format, via such delivery means and to such address as are specified by Client in writing from time to time. Client shall pay all invoiced fees within thirty (30) days after Client’s receipt of an invoice therefor. [Except as otherwise provided in an Order Form, all payments under this MEA are to be remitted in U.S. dollars (i) if by check to ABS DIGITAL SOLUTIONS, LLC, P.O. Box 915090, Dallas, Texas 75391-5090 REFERENCE INVOICE NUMBER U.S.A., or (ii) if by wire transfer, to JP MORGAN CHASE BANK, N.A., ABS DIGITAL SOLUTIONS, LLC, US$ ACCOUNT No.: 00817546427, ABA NO. 021000021, SWIFT ADDRESS: CHASUS33, REFERENCE INVOICE NUMBER.]

  7. Late Payment and Failure to Pay. If any portion of an invoice is not paid by the due date, ABSDS may assess a finance charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by law on any invoiced amounts that have not been paid by Client within thirty (30) days of receipt. ABSDS may withhold service, support, and/or access the Services without notice if payment is past due. If ABSDS withholds service, support, and/or access to the Services for non-payment, Client must pay all past due amounts in order to have access, service and support restored and Client may also, at the sole discretion of ABSDS, be required to pay an access restoration fee.

  8. Taxes and Charges. All fees set forth in this MEA (including in any SOW) are exclusive of taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes (including VAT), duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder, other than any taxes imposed on, or with respect to, ABSDS’s income, revenues, gross receipts, personnel, real or personal property, or other assets. Such taxes, duties and charges for which Client is responsible shall be specifically itemized in each invoice issued to Client.


    1. Client’s limited right to use the Services, Licensed Product(s) and applicable Documentation shall extend to updates effective from the first access to the Services, contingent upon the timely payment of the Annual Fee, and expiring upon the end of the term identified in the Order Form corresponding to the contracted Services unless renewed by written agreement of the Parties.

    2. Should Client terminate the MEA for convenience, the Annual Fee corresponding to the years remaining in the Initial Term, plus any Annual Fee that is due and owing for the current and previous year(s), shall become immediately due and payable. Client acknowledges that these payments are a reasonable measure of damages to adequately compensate ABSDS for the premature termination of the MEA and are not a penalty.

    3. Either Party may terminate this MEA, any Order Form or SOW for cause upon thirty (30) days written notice to the other Party of a material breach if such breach (being capable of cure) remains uncured at the expiration of such thirty (30) day period; or if either Party ceases to do business or becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    4. Upon termination, Client shall immediately cease accessing the Services and cease any further access to or use of the Licensed Product(s).

    5. Within sixty (60) days after the expiration or termination of this MEA ABSDS will return to Client all of Client’s Content. ABSDS may, upon obtaining prior written approval from Client, satisfy this requirement by providing a written confirmation of destruction of all Client’s Content.


ABSDS warrants that the Services will be provided with reasonable skill and care, and that the Licensed Product(s) will function in all material respects in conformity with their respective Documentation. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE FOREGOING WARRANTIES OF ABSDS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTIBILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

  1. AUDIT

    1. Client shall maintain records and documents to ensure accurate identification of all Authorized End Users, compliance with Applicable Laws, and compliance with Client’s obligations under this MEA.

    2. Such records and documents shall be retained through the earlier to occur of: four (4) years after the expiration or termination of this MEA or the termination of any dispute or litigation hereunder, including all appeals.

    3. All such records and documents shall be subject at reasonable times and upon reasonable prior notice, to examination, inspection, copying, or audit by personnel authorized by ABSDS and/or any third-party auditor designated by ABSDS. Client shall provide accurate reporting of all records, and upon request, provide network access and, if necessary, adequate and appropriate workspace at Client’s facility in order to conduct such audits at no cost to ABSDS. In the event any such audit indicates inaccuracies or other violation of this MEA were known to Client and recklessly not disclosed to ABSDS, and any or all of such inaccuracies or other violation of this MEA result in a cost to ABSDS, Client shall be responsible for reimbursement of ABSDS’s reasonable costs associated with such audit. If ABSDS determines that a full audit is not possible or reasonable, a statistical sample audit is allowable, where a sample size is identified and tested, and any applicable error rates identified will be applied to the full population.









    1. Client will, at its sole expense, defend, indemnify, and hold harmless ABSDS, its Affiliates and their respective directors, officers, employees, agents, successors and assigns (the “ABSDS Indemnified Parties”), from and against any action brought against  the ABSDS Indemnified Parties  or of them to the extent that it is based on a claim that the submitted Content, information and/or materials, used by  an ABSDS Indemnified Party  within the scope of the representations and permissions given by Client as evidenced in the MEA, an Order Form or SOW , by itself infringes, violates, or misappropriates any third-party copyright, patent, or other intellectual property right under any Applicable Laws in any country of the world. In such case, Client shall pay all costs and damages awarded against ABSDS and/or the ABSDS Indemnified Party as a result of such claim. Should the submitted information or material become the subject of such claims, Client shall promptly procure for ABSDS the right to continue using the submitted material, replace the submitted material with non-infringing material, or modify it to make it non-infringing. If none of the foregoing alternatives are reasonably available to Client, then ABSDS may terminate this MEA immediately.

    2. Client agrees to defend, indemnify and hold harmless the ABSDS Indemnified Parties  from and against any and all claims, demands, lawsuits or actions for damages, including legal fees, to persons and/or property (tangible, intangible or otherwise), which may be brought against ABSDS incidental to, arising out of or in connection with the  Services or Licensed Product(s) to be furnished, or the services to be performed, under this MEA, except to the extent such damage was caused by the gross negligence or willful misconduct of ABSDS, its agents, employees, officers, directors or subcontractors. 


    1. Client understands that being granted access to the Services, the Licensed Product(s), and Processed Data may be subject to various controls established under U.S. law on the export of technical data. Client further understands that current U.S. statutes and any rule, regulation, or guideline established thereunder may be amended or changed such that ABSDS cannot perform some or all of its obligations under this MEA in a manner consistent with U.S. or other applicable export control or economic sanctions law, regulation, or order. Client agrees that should such an amendment to or change in the law occur, ABSDS will not be liable by reason thereof to Client or to any third person for any damages, actual, consequential or otherwise, for the failure to perform any of the obligations of ABSDS under this MEA.  ABSDS further calls attention to the U.S. government regulations prohibiting re-export of software and technical information to certain countries, and Client expressly affirms that it will fully abide by such regulations. Client agrees that the Services, the Licensed Product(s), the Documentation and/or the Processed Data will not be transferred or exported into any country or used in any manner prohibited by the United States Export Administration Regulations, economic sanctions orders and regulations implemented by the U.S. Department of the Treasury, Office of Foreign Assets Control, or any other applicable export laws, restrictions or regulations maintained by the United States, European Union, or other relevant jurisdiction (collectively the "Export Laws"). In addition, Client represents and warrants that Client is not a citizen of, or located within, an embargoed or otherwise restricted nation (including, but not limited to, Iran, Syria, Cuba, North Korea and the Crimea region) and that Client is not itself, nor is it owned or controlled by any person, subject to assets blocking or other economic sanctions or export control restrictions under the Export Laws, and is not otherwise prohibited under the Export Laws from receiving the Processed Data or access to the Services or the Licensed Product(s) contained therein. All rights to access and use the Services, the Licensed Product(s), Documentation and any Processed Data are granted on the condition that such rights are forfeited if Client fails to comply with the terms of this Section 12.1. 

    2. Client hereby covenants and agrees that on each anniversary of the Effective Date it will certify in writing whether or not the representations, warranties, covenants and agreements of Client set forth in this Section 12 remain true and correct on such date.  In the absence of such written certification, Client’s payment of the Annual Fee shall be deemed an affirmation that such representations, warranties, covenants, and agreements remain true and correct on the date of such payment.


    1. This MEA shall be governed by the laws of the State of New York, notwithstanding any conflict of laws provisions that may call for the application of the law of any other jurisdiction. The Uniform Computer Information Transactions Act shall not apply to this MEA.

    2. Any dispute that cannot be resolved amicably shall be exclusively submitted to the appropriate court(s) in New York County, New York. The Parties irrevocably agree that the courts of New York County, New York, have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this MEA. The Parties irrevocably submit to the personal jurisdiction of such courts and waive any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum. This subclause is for the benefit of ABSDS and shall not limit its right to take proceedings in any other court of competent jurisdiction. If any action is brought to enforce any provisions of the MEA for any breach, reasonable attorneys’ fees shall be awarded to the prevailing Party.



    1. No Breach or Default.  In no event will ABSDS be liable or responsible to Client, or be deemed to have defaulted under or breached this MEA, for any failure or delay in fulfilling or performing any term of this MEA, when and to the extent such failure or delay is caused by any circumstances beyond ABSDS’ reasonable control (each, a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this MEA, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or regulation or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.  Either Party may terminate this MEA if a Force Majeure Event continues substantially uninterrupted for a period of sixty (60) days or more.

    2. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt notice to the other Party in accordance with Section 15 below, stating the period of time the occurrence is expected to continue, and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.


    1. All notices or other communications hereunder shall be in writing and shall be delivered by hand or sent postage pre-paid by registered, certified or express mail, or sent by reputable overnight courier service requiring proof of receipt, or sent by email with a confirmation of transmission, and shall be deemed given when delivered to the physical address or email address specified below:


ABS Digital Solutions LLC

1701 City Plaza Drive

Spring, TX 77389 USA




With a copy to:  Office of the General Counsel, 

                          at the same address.







With a copy to:


Or such individual, address, telephone number and/or email address as may be designated in writing by either Party after the Effective Date. All notices shall be certified, in writing and effective upon receipt.


  1. By entering into this MEA to utilize the Services, Client agrees to designate account administrator(s) for Client’s organization who will accept full responsibility for directing all email notices from ABSDS to the correct personnel within Client’s organization. Client also hereby accepts full responsibility for ensuring that any designated email address for assigned administrator(s) and authorized users is valid.


    1. MEA Structure. This MEA, including its attachments, supersedes all prior representations, arrangements and understandings, whether made orally or in writing, between the Parties relating to the subject matter hereof. Except for (i) any Order Form(s) between the Parties; (ii) any terms specific to Licensed Product(s); and (iii) as expressly provided herein, this MEA is intended by the Parties to be a complete and conclusive statement of the rights, obligations, and terms and conditions of this MEA. In no event will a Client-issued purchase order or similar document supersede or amend the rights, obligations, terms or conditions set forth in this MEA.

    2. Amendment. No amendment to this MEA will be effective or binding upon the Parties unless set forth in writing and duly executed by each of the Parties.

    3. Drafting.  The Parties have participated jointly in the negotiation and drafting of this MEA and, in the event an ambiguity or question of intent or interpretation arises, this MEA shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this MEA.

    4. Non-Waiver. The waiver or failure of either Party to exercise in any respect any right provided for in this MEA shall not be deemed a waiver of any further right hereunder.

    5. Independent Contractor Relationship. Each Party to this MEA is a legal entity or person separate and independent of the other. Nothing contained in this MEA is to be construed or deemed to create a principal and agent relationship between the Parties and/or any form of partnership or joint venture. Neither Party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other Party.

    6. Publicity; Use of Name. Client permits ABSDS to use and display its name and logo in connection with providing a brief description of the Services being provided hereunder and any quantitative or qualitative benefits, improvements, or results obtained from such Services, in external communications on the ABS Wavesight™ website and/or social media pages, such as client listings, press releases, webinars, case studies, marketing materials and presentations.

    7. Headings. Captions and headings are used in this MEA for convenience only and shall have no effect on the construction and/or interpretation of the contents of the respective provision.

    8. Assignment. Any attempt by Client to sell, sublicense, assign or transfer any of its rights, duties, or obligations under this MEA, in whole or in part, shall be void and of no effect. All rights and obligations of ABSDS under this MEA may be exercised by it or any of its successors or assigns, including but not limited to any agents, distributors, or subcontractors, as may be appointed at ABSDS's discretion. Furthermore, all releases or other benefits in ABSDS's favor shall apply to such successors or assigns, where applicable.

    9. Severability. If any provision of this MEA is held to be invalid, void, ineffective, unenforceable and/or illegal, such provision will not affect the validity and/or enforceability of the remaining provisions of this MEA. In such case, the Parties shall enter into good faith negotiations to amend such a provision in conformity with the original intention of the Parties.

    10. Counterparts. This MEA may be executed in counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when such counterparts have been signed by each Party and delivered to the other Party.  A manual signature on this MEA, an image of which shall have been transmitted electronically, shall constitute an original signature for all purposes.  The delivery of executed counterparts to this MEA by electronic transmission shall constitute effective delivery of this MEA for all purposes.


The provisions of Sections 2, 3, 5, 7, 8, 9, 10, 11, 13, 14, 15, 16 and 17 shall survive the termination of this MEA.  


This Service Level Agreement (“SLA”) sets forth ABSDS’s support services in connection with Client’s use of the Services.  In the event of a conflict or discrepancy between the terms of this Hosting and Support SLA and the MEA, this Hosting and Support SLA shall prevail.


ABSDS Support provides reasonable telephone and/or electronic support services to licensees of the Services. The ABSDS Support service helps to settle problems outlined in this Hosting SLA.

Support services include assistance with application issues, answer general product questions, provide troubleshooting tips, provide access to the product knowledgebase, and assist with product supported integration issues.

ABSDS Support does not include implementation, training, consulting, development, or hosting services.  Assistance that is out of the scope of technical support will be directed to the professional services group.  Please contact your ABSDS account manager for more information.  Customer Success Managers and designated Account Managers act as liaisons for service needs such as support escalation, project management, software add-on opportunities, consulting, and system upgrades.

The Services are provided via the Microsoft Azure platform. The Microsoft Azure Service Level Agreement for Cloud Services (the “MS Azure SLA”) applies to system availability; such agreement is available at: Kindly note that Microsoft updates the MS Azure SLA from time to time by posting it online.

  1. Definitions: The following capitalized terms shall apply to this Hosting SLA:

    1. Excluded Events” means the period of time, measured in minutes, during which the Software is not generally available as a result of Scheduled Downtime (as defined below), as a result of a change of the system availability from the Microsoft Azure platform, or a Force Majeure Event under Section 14 of the ABS Wavesight™ SaaS Subscription - Master Enterprise Agreement. For purposes of this definition, “generally available” means that the Software is available for use by the Client in accordance with the MEA and the Product-Specific Terms.

    2. Incident” means (i) any single event or (ii) any set of events that result(s) in downtime.

    3. Scheduled Downtime” means downtime scheduled by ABSDS with at least twenty-four (24) hours’ written notice to the Client for purposes of performing maintenance, major enhancements, and upgrades, not to exceed four (4) Scheduled Downtime events per month and eight (8) hours of Schedule Downtime per month.  ABSDS will use commercially reasonable efforts to avoid scheduling Scheduled Downtime during normal work hours or peak usage hours for the Services.

    4. Service Credit” means the percentage of the applicable Annual Fee credited to Client following ABSDS’s claim approval.

All other capitalized terms not expressly defined herein shall have the meanings ascribed to them elsewhere in the Agreement.

  1. Availability Commitment: ABSDS promises its Clients that the Services will be functional at least 99.5% of the time during each calendar quarter, except for Excluded Events (“Availability Commitment”), or such functionality percentage as may be designated by the Microsoft Azure SLA. In the event of a change in the designated uptime percentage by Microsoft, ABSDS will notify Client within thirty (30) days after such change.

  2. Reporting: At the end of each Subscription Period, Client may request a report from ABSDS detailing any inaccessibility period for the previous Subscription Period, and ABSDS shall provide the same without undue delay.

  3. Service Level Structure:




Initial Response Time

Support Help Desk

Updates from ABSDS

Urgent Support Help Desk


Blocker- This Severity Level includes issues of the following types: System Unavailable - Complete loss of production access or a significant issue occurs that renders the entire application unavailable or a large portion of the contracted functionality unusable, and no workaround exists.

4 hours

Working Hours*

Once per business day until critical services are restored



Critical Function Issue - Degraded application issue that substantially impairs the use of one or more contracted features of the application required to perform necessary business functions but does not effectively render the application unusable as a whole, and no viable workaround exist. 

8 hours

Working Hours*

Upon status change



Medium Impact Issue – A particular process or feature is impaired, but the reported error or issue has a reasonable workaround and/or does not pose a serious business impact.

2 working days

Working Hours*

Upon status change



Low or No Impact Issue - Customer submits a Software information request, software enhancement, documentation clarification request, or minor application issue which has no operational impact. The implementation or use of the Software by the Client is continuing and there is limited negative impact on productivity.

3 working days

Working Hours*

Upon status change



  1. Working Hours

Americas Working Hours: Monday through Friday from 7:00 a.m. to 6:00 p.m. (U.S. Central Time), excluding public holidays. Support Channels:

  • Support Portal Ticket Submission

  • Phone

    1. ABSDS will make commercially reasonable efforts to correct and resolve any Urgent and High severity Software production issues as described in Section 4, which ABSDS Support is able to reproduce.

India Working Hours: Monday through Friday from 9:30 am – 7:30pm (India Local Time IST), excluding public holidays.

  1. The ABSDS Product Support Management team is responsible for actively monitoring the progress of events. To provide ongoing service, updates to customer problems and to achieve services KPIs; ABSDS has defined guidelines for the internal escalation of events that have reached a particular threshold. The Client has the right to request escalation of an incident should they feel the level of response is insufficient or the severity of the incident is such that there is unreasonable business impact or continued delay in resolution. Should the Client feel the response from the WAVESIGHT Support is failing to meet the objectives set within this document, the Client representative can request a review with ABSDS Product Support Management.

  2. Methods of Support

Type of Support

Contact Details



Primary Method: The issue tracking system is monitored during working hours, Monday to Friday.

Client ticket submission and updates – 24x7


+1 281-877-5757

Standard Issues – Working Hours (see Section 3)

Emergency Issues – 24x7 (see Section 4.3 below)


  1. ABSDS Support utilizes an online issue tracking system to collaborate with the Client and ensure resolution of service issues. All issues requiring review by ABSDS Support need to be logged into this system per company processes.  Each Client is provided a profile to access this system, enter and update issues, and review the disposition of issues.  Please contact your ABSDS account manager for more information.

  2. The ABSDS Support hotline is available 7:00 AM to 6:00 PM in Central Standard Time zone (UTC-05h00 or UTC-06h00 depending on season) for reporting issues and obtaining assistance. This is manned by staff trained to evaluate issues, prioritize the criticality of issues, and provide resolution to issues which are not based on coding anomalies or anomalies in how the system is being used.

  3. Outside normal working hours (given above), the ABSDS Support hotline will be answered by the ABSDS Customer Service Center. In this case, calls will be received and logged. If an emergency, the call will be escalated following an internal hierarchy. If urgent, the call will be escalated following an internal hierarchy with a two-hour return call to the Client.

  4. ABSDS uses various methods to investigate issues on Client’s system.  These methods include, but are not limited to, remote access, review of a local copy of Client’s database, and phone conversations.  If credentials for remote access are provided, then ABSDS Support will attempt to resolve Client’s issue remotely. Any changes that may be business impacting will be communicated to Client prior to making the changes. This may delay resolution if Client is unavailable to confirm changes.

  5. 5.4     The ABSDS Support portal is available 24/7 outside any maintenance windows for reporting issues and reviewing issue updates. The portal is manned by ABSDS staff trained to evaluate issues, prioritize the severity of issues, and provide resolution to issues which are not based on coding anomalies or anomalies in how the system is being used.

  6. 5.5     Access to the basic assistance resources available on the ABSDS customer portal (online documentation and knowledgebase) is available.

  7. Claim Procedures and Remedy:

    1. In order for ABSDS to consider a claim for  Service Credit, the Client must submit the claim to ABSDS, including all information necessary for ABSDS to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of Client’s attempts to resolve the Incident at the time of occurrence.

    2. ABSDS must receive the claim within thirty (30) days after the end of the billing month in which the Incident that is the subject of the claim occurred. ABSDS will evaluate all information reasonably available to it and make a good faith determination of whether a Service Credit is owed. The Client must be in compliance with the Agreement in order to be eligible for a Service Credit. If  ABSDS fails to meet its Availability Commitment during the Subscription Period and ABSDS determines that a Service Credit is owed to the Client, then Client’s remedy, and ABSDS’s sole liability for such failure, will be for ABSDS to apply the Service Credit granted to ABSDS by Microsoft to the Client’s Annual Fee.

    3. If such Service Credit is due in the last Subscription Period because the Agreement is being terminated pursuant to Section 6 of the MEA, and no further payments are due and payable from the Client, ABSDS will refund the cash equivalent of such Service Credit to Client. No Service Credit shall be due to Client during any period that the Availability Commitment is not met because ABSDS has suspended the Client’s access to the Software due to nonpayment.

  8. Client Point of Contact:

    1. Client shall designate two (2) points of contact (each, a “Client POC”) to help identify issues and assist ABSDS Support in analyzing and resolving support cases. In addition to having an individual email address and phone number, the Client POC must have received Licensed Product user training and be knowledgeable about the Licensed Product and Client’s configuration of the same. The Client POC must have access to the ABSDS customer portal to open support cases and track status.

    2. The Client POC should have an understanding of the problem being encountered and be able to reproduce the problem in order to assist ABSDS Support in diagnosing and triaging the issue.  To avoid interruptions in support cases, ABSDS will contact the second Client POC if the first Client POC is not available. Any changes to the Client POC designations must be reported immediately to ABSDS by Client. Upon the review of support cases reported by the Client, ABSDS may recommend specific training to help prevent support cases that may be addressed by such training.

    3. Client issue reporter(s) shall:

      1. Provide information that demonstrates that the problem is isolated to the Licensed Product(s).

      2. Verify that the configuration has not changed based on prior Client configuration data.

      3. Ensure that the Licensed Product(s) conform(s) to ABSDS’ minimum hardware and software requirements.

      4. Provide a detailed description of the problem which includes which specific functionality is being discussed / impacted, the steps that occurred before and/or after issue occurred, and an estimated time frame in which the issue was observed. Screenshots and other descriptive support information is welcomed.

  9. Conditions of Support

    1. Support requests are categorized into distinct severity levels as indicated in Section 4 above.  Severity Levels differ in initial response time and other parameters.

    2. Support requests are processed on a first-come, first-served basis. Maximum response period is defined by the Severity Level. Severity Level 1 and 2 requests that require immediate response or direct help of technical support specialists may be processed out of turn. The problem-solving period depends on the request urgency level, problem complexity and the potential need to hand the request over to the development department.

    3. WAVESIGHT Support cannot guarantee a resolution period due to a number of factors, including but not limited to:

      1. Client’s timely replies.

      2. Response time of a third-party company.

      3. The need to prepare and release a software update.

    4. All urgent issues will be worked until resolution is reached or alternative processes are implemented to ensure continuation of system functions.

    5. ABSDS must be able to reproduce an error to resolve it. Client agrees to cooperation and work closely with ABSDS Support to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and as appropriate.

  10. Limitations

    1. Product Support Services limitations include:

      1. Root Cause Analysis (RCA) is an ABSDS internal function of the Support and Engineering teams. Providing the Client, a documented RCA for High, Medium or Low Severity issues is outside of standard support services. The support team will use good faith efforts to update the customer on workarounds and/or options to avoid issue reoccurrence.

      2. ABSDS Product Support is available for eligible products and licensed customers. Support, including e-mail support, is not available for discontinued or end-of-life products.

      3. Issues reported due to factors outside of ABSDS’s reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at the Client site or between the Client site and our data center).

      4. Issues that result from the use of services, hardware, or software not provided by ABSDS, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services.

      5. Limited support during or with respect to preview, pre-release, beta, or trial versions of ABS Wavesight™ products and features (as determined by ABSDS). A separate and distinct agreement will be provided as required.

      6. Issues that result from Client unauthorized action or lack of action when required, or from employees, agents, contractors, vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting to follow appropriate security practices.

      7. Issues that result from Client’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or Client’s use of Services or Licensed Products in a manner inconsistent with their features and functionality (for example, attempts to perform operations that are not supported) or inconsistent with ABSDS published guidance.

      8. Support necessitated by an unauthorized attempt by Client or any other person to repair or maintain the Services or Licensed Product(s).

      9. Client has made unauthorized code changes to the Services or Licensed Product(s).

      10. Support necessitated by accident, misuse, neglect or negligence by Client or its agents.

    2. Additional technical support may be agreed by ABSDS Support on a case-by-case basis and shall be charged on a time and materials basis.

  11. Premier Product Support Service

    1. We appreciate that some customers will require support that falls outside of the Standard Product Support scope. We offer enhanced support service contracts which can be tailored to meet your specific requirements, and optional one-time service options. Please note that this product support service is not appropriate for project work, which would be quoted on a project-by-project basis through the WAVESIGHT Professional Services team.

    2. Out of Hours Service Request: If Out of Hours support paid services are requested and a paid contract is not in place then the standard hours rates shall apply:

  • $90.00 USD per hour Monday to Friday

  • $100.00 USD per hour Saturday and Sunday

  • $150.00 USD per hour on any public holiday

    1. There may be times where the Client requires a more flexible approach to support services than those offered in our Standard Product Support outlined above.

      1. Estimated premium support services fees for individual phone/remote services are $75.00 USD per hour (1) during normal working hours. All fees are calculated in one (1) hour increments.

      2. Client can purchase a bank of time to use as needed, measured in hours, and scheduled according to agreed terms.

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