SaaS and Services Agreement
This Master SaaS and Services Agreement (hereinafter referred to as the “Agreement”) is entered on
January 21, 2026,
By and Between
Bola Akinsanya d/b/a StayGuard, situated at 14 Converse Road,Marion,MA,- 02738, (hereinafter
referred to as the “Company”), and;
Bola Akinsanya, represented by Bola Akinsanya (hereinafter referred to as the “Customer”).
The Company and the Customer are jointly referred to as the “Parties,” and individually as the
“Party.”
The Customer wishes to obtain access to the SaaS Services from the Company, which the Company
agrees to provide as per the terms of this Agreement.
TERMS OF THE AGREEMENT.
1. SERVICES.
(a) Purpose. Bola Akinsanya d/b/a StayGuard agrees to provide StayGuard Platform (hereinafter
referred to as the “Platform”) as a SaaS (Software as a Service) for The StayGuard Platform is a
software-based service designed to facilitate communication, coordination, and workflow
management for short-term rental property owners and operators in connection with propertyrelated
incidents and service requests. The Platform enables users to submit requests, receive
status updates, communicate via SMS or other supported channels, and coordinate with third-party
service providers. The Platform does not perform physical services, guarantee outcomes, or replace
emergency or public safety services. and also provide for the maintenance and support.
(b) Services. The Company shall provide the best possible services:
(i) Customer and authorized users access to the Platform
(ii) Professional services
(c) Subscription audits. Each subscription service and related professional services shall provide the
specifications of the services, the platforms used, user limitations, the subscription terms, and other
terms and conditions.
(d) Changes to the Platform. The Company may, in its sole discretion, make any changes to any
Platform that it deems necessary or useful to:
(i) Maintain or enhance
The quality or delivery of the Company’s products or services to its customers
The competitive strength of, or market for, the Company’s products or services
Such Platform’s cost eciency and performance
(ii) Comply with applicable law
2. PLATFORM ACCESS AND AUTHORIZED USERS.
(a) Administrative users. During the configuration and set-up process for the Platform, the Customer
will identify an administrative username and password for the Customer’s account with the
Company. The Company shall reserve the right to refuse registration of or cancel usernames and
passwords or delete accounts as it deems inappropriate.
(b) Authorized users. Customers may allow up to 9999 employee(s) and/or independent contractor(s)
as indicated on an Order Form to use the applicable Platform on behalf of Customer as the
“Customer Users.” Additionally, if applicable to a Platform, the Customer may allow up to 9999
vendor user(s) (“Vendor Users” and together with Customer Users, “Authorized Users”). Authorized
User subscriptions are for designated Authorized Users and cannot be shared or used by more than
one Authorized User but may be reassigned to new Authorized Users.
(c) Authorized user conditions to use.
(i) As a condition to access and use a Platform
Each Authorized User agrees to abide by the Company’s end-user terms of use, which it
may update from time to time.
Customer Users shall agree to abide by the terms of this Agreement or a subset thereof.
Vendor Users shall agree to abide by the terms of the Company's Vendor Terms of Service
applicable to such Platform, and the Customer shall ensure such compliance in each case.
(ii) Upon becoming aware of any violation of any of the foregoing terms by any Authorized User,
the Customer shall immediately notify the Company.
(d) Account responsibility.
(i) The Customer shall be responsible for
All uses of any account that Customer has access to, whether or not the Customer has
authorized the particular use or user, and regardless of Customer’s knowledge of such use.
Securing the Company account, passwords (including but not limited to administrative and
user passwords), and files.
(ii) The Company shall not be responsible for any loss of information due to any irresponsible
act, such as loss of the password by the user.
3. CONFIDENTIALITY.
All confidential information communicated to and obtained by the Company from the Customer in
connection with performing the above-mentioned services shall be held by the Company in full
trust. At no time shall the Company use any confidential information obtained through conducting
this service contract, either directly or indirectly, for personal benefit or disclose or communicate
such information in any manner.
4. PROPRIETARY RIGHTS.
(a) Ownership.
(i) The Company shall reserve the right to all title interest.
(ii) The Company shall own and retain all rights, title, and interest in:
Any kind of services, software, applications, inventions, or other technology developed in
connection with the Services;
All intellectual property and proprietary rights in and related to any of the foregoing
subscription services (collectively, “Services IP”).
(iii) To the extent Customer acquires any right, title, or interest in any Services IP, Customer
hereby assigns all of its right, title, and interest in such Services IP to the Company.
(b) Customer data and vendor information license. Customer hereby grants the Company a nonexclusive,
transferable, sublicensable, worldwide, and royalty-free license to use and otherwise
exploit:
(i) Customer Data to provide the Services to Customer hereunder and as necessary or useful
to monitor and improve a Platform, Software, and Services, both during and after the Term,
and;
(ii) Vendor Information for any lawful purpose.
To avoid any doubt, Bola Akinsanya d/b/a StayGuard shall use, reproduce, and disclose Platform,
Software, and Services-related information, data, and material that is anonymized, de-identified, or
otherwise rendered not reasonably associated or linked to Customer, all of which information, data,
and material, will be owned by Bola Akinsanya d/b/a StayGuard. It is the Customer’s sole
responsibility to back up Customer Data during the Term, and the Customer acknowledges that it
will not have access to Customer Data through Bola Akinsanya d/b/a StayGuard or any Platform
following the expiration or termination of this Agreement.
(c) Intellectual Property. The Company shall retain all the subscription services, including all
documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual
Property rights in connection with the Service, including the Company's name, logos, and trademarks
reproduced through the Service.
5. PAYMENT TERMS.
(a) The Customer shall pay the Company the then-applicable fees described in an Order Form or
Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”).
(b) The Company may choose to bill through an invoice, in which case, full payment for invoices
issued in any given month must be received by the Company 0 day(s) after the mailing date of the
invoice (unless otherwise specified on the applicable Order Form).
(c) Unpaid amounts are subject to a monthly finance charge on any outstanding balance.
(d) The Company further reserves the right to suspend Services in the event of payment delinquency.
6. SECURITY.
(a) Compliance with notification laws. The Company shall comply with all applicable laws regarding
the notification of individuals in the event of an unauthorized release of personally identifiable
information and notification of other unauthorized data and information disclosures.
(b) Procedure after unauthorized disclosure. Within 30 days of discovering any breach of the
Company's security obligations or any other event requiring notification under applicable law, the
Company shall notify, by telephone and e-mail, the Customer and any other individual that is
required to be notified, of the breach or other events.
7. TERMINATION.
(a) Customer may terminate this Agreement for any reason by providing a notice to the Company
within 0 day(s).
(b) Each Party may terminate this Agreement with immediate eect by delivering notice of the
termination to the other Party if:
(i) The other Party has made any inaccuracy in, or otherwise materially breaches, any of its
obligations, covenants, or representations, and;
(ii) The failure, inaccuracy, or breach continues for a period of 10 day(s) after the injured Party
delivers notice to the breaching Party reasonably detailing the breach.
(c) The Company may terminate this Agreement with immediate eect by delivering notice of the
termination to the Customer if the Customer fails to pay the invoice amount on time 0 times over
any term.
(d) Upon termination of this Agreement, the Company shall cease reproducing, advertising,
marketing, and distributing any material or information pertaining to the Customer immediately.
8. INDEMNIFICATION.
The Parties each agree to indemnify and hold harmless the other Party, its respective aliates,
employees, and permitted successors and assigns against any losses, claims, damages, penalties,
liabilities, punitive damages, expenses, reasonable legal Fees of whatsoever kind or amount, which
result from the negligence of or breach of this Agreement by the indemnifying Party, its respective
aliate or successors and any assign that occurs in connection with this Agreement. This section
remains in full force and eect even after the termination of the Agreement.
9. LIMITATION OF LIABILITY.
In no event shall either Party:
(a) Has liability arising out of or related to this Agreement, whether in contract, tort or under any
other theory of liability, exceeding the aggregate of the total Fees paid or owed by the Customer and
Vendors hereunder during 12 month(s) immediately preceding the date of the event giving rise to the
claim (such amount being intended as a cumulative cap and not per incident).
(b) Has any liability to the other for any lost profits or revenues or any indirect, incidental,
consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether in
contract, tort or under any other conditions of liability.
The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
10. ARBITRATION.
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be
resolved by arbitration. There shall be 1 arbitrator(s), who shall be appointed by American Arbitration
Association (AAA). The venue of arbitration shall be Delaware, and the Seat shall be Delaware. The
arbitrators’ decision shall be final and binding on both Parties.
11. ASSIGNABILITY.
Neither Party may assign this Agreement or the rights and obligations thereunder to any third party
without the prior express written approval of the other Party, which shall not be unreasonably
withheld.
12. NOTICES.
Any notices required or permitted by this Agreement shall be in writing and delivered by certified
mail or courier to the mentioned address.
13. FORCE MAJEURE.
Neither Party shall be liable for any failure in performance of the obligation under this Agreement
due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire,
strike, act, or order of public authority, and other acts of God) during the pendency of such event.
14. MODIFICATION.
No modification of this Agreement shall be made unless in writing and signed by both Parties.
15. SEVERABILITY.
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent
jurisdiction, all other terms will remain in full force and eect until the termination of the
Agreement.
16. GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed by the laws of Delaware. If the disputes under this Agreement
cannot be resolved by arbitration, they shall be resolved by litigation in the courts of Delaware,
including the federal courts therein. The Parties all consent to the jurisdiction of such courts, agree
to accept service of process by mail, and hereby waive any jurisdictional or venue defenses
otherwise available to them.
17. LEGAL AND BINDING AGREEMENT.
This Agreement is legal and binding between the Parties as stated above. This Agreement may be
entered into and is legal and binding in the Delaware. The Parties each represent that they have the
authority to enter into this Agreement.
18. ENTIRE AGREEMENT.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all
prior contracts between them, and is intended as a final expression of their Agreement. It shall not
be modified or amended except in writing, signed by the Parties hereto, and specifically referring to
this Agreement. This Agreement shall take precedence over any other documents that may conflict
with this Agreement.