Master Services Agreement

Subject to the terms herein and timely payment of Fees, the Company grants Customer a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer's internal business purposes during the Subscription Term.

Customer may permit Authorized Users to access the Services up to the number of seats or workspaces specified in the Order Form. Customer is responsible for all use by Authorized Users and for ensuring they comply with this Agreement.

The Company may modify the Services provided it does not materially reduce core functionality during the Subscription Term. The Company will provide thirty (30) days' prior notice of material changes.

Implementation, onboarding, and professional services, if any, are described in a separate SOW or Order Form. Unless otherwise stated, professional services are performed on a time-and-materials basis. All professional services fees are non-refundable once work has commenced, regardless of project outcome or Customer's satisfaction with the deliverables. Customer's failure to provide timely feedback, access, or cooperation does not entitle Customer to a refund or reduction of professional services fees.

The Company may offer Beta or early-access features. Beta features are provided "AS IS," and may be discontinued at any time.

Customer shall not, and shall ensure Authorized Users do not: (a) sublicense, resell, or make the Services available to third parties outside of normal business use; (b) use the Services to develop a competing product; (c) upload content that infringes third-party rights or violates applicable law; (d) attempt to gain unauthorized access to any part of the Services; (e) reverse engineer, decompile, or extract underlying models or source code; (f) use AI Outputs to train, fine-tune, or benchmark competing AI systems; (g) generate content that is discriminatory, defamatory, or otherwise harmful; or (h) use the Services to process Protected Health Information (PHI) unless a HIPAA BAA is in place.

Customer represents that it has all rights necessary to submit Customer Data to the Services. Without limiting the foregoing, Customer warrants that it has obtained all legally required consents from individuals whose voice, name, likeness, image, or biometric data is included in Customer Content, including consents required under applicable biometric privacy laws (including the Illinois Biometric Information Privacy Act). Customer is solely responsible for the accuracy, legality, and integrity of Customer Data.

Customer is responsible for maintaining the security of account credentials. Customer shall promptly notify the Company of any unauthorized access or security incident involving its account.

If Customer operates in a regulated industry (including without limitation healthcare, financial services, insurance, legal, or government), Customer is solely responsible for independently assessing and ensuring that its use of the Services and any AI Output complies with all laws and regulations applicable to Customer's industry and use case, including without limitation HIPAA, HITECH, FINRA rules, SEC regulations, and applicable state professional licensing laws. The Company makes no representation that the Services are suitable for use in any regulated industry or that AI Output will satisfy any regulatory standard or requirement. Customer shall not rely on AI Output for any purpose that requires regulatory approval or professional certification without independent expert review.

Customer shall pay the Fees set forth in each Order Form. Unless otherwise specified, annual subscription fees are invoiced in full at the commencement of each Subscription Term and are due before the Service is provisioned for that Term. Monthly subscription fees are invoiced monthly in advance at the start of each billing cycle. The Company reserves the right to require payment by credit card or require prepayment before provisioning access for new customers or customers with a history of late payment.

Invoices are due within thirty (30) days of invoice date. Overdue amounts bear interest at one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. All Fees are non-refundable once invoiced and due, except as expressly provided in Section 13.3 (Termination for Cause) or in a signed Order Form.

Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, and withholding taxes, excluding taxes on the Company's net income. The parties shall cooperate in good faith to minimise any applicable withholding tax obligations.

The Company may adjust Fees at renewal with thirty (30) days' prior written notice. For multi-year subscriptions, fees are fixed for the committed term.

The Company may suspend access to the Services upon ten (10) business days' written notice if any invoice remains unpaid after its due date (excluding amounts subject to a bona fide, documented good-faith dispute). Disputed amounts must be notified to the Company in writing, with reasonable specificity and supporting documentation, within fifteen (15) days of the invoice date; failure to provide timely, documented notice constitutes acceptance of the invoice and waiver of any right to dispute it. Customer must pay all undisputed portions of any invoice by the due date regardless of any pending dispute.

The Company retains all right, title, and interest in the Services, platform, AI models, rendering pipeline, Documentation, and all improvements thereto. No rights are granted except as expressly set forth in this Agreement.

As between the parties, Customer owns all Customer Data and, subject to full payment of Fees and compliance with this Agreement, all AI Output generated from Customer Data through the Services.

Customer grants the Company a limited, non-exclusive license to access and process Customer Data solely to provide the Services as contracted, perform maintenance, and fulfil security and compliance obligations. The Company shall not use Customer Data to train general-purpose AI models, benchmark models against other customers' data, or share Customer Data with any other customer.

If Customer provides feedback, suggestions, or ideas about the Services ("Feedback"), Customer grants the Company a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose. Feedback does not constitute Confidential Information.

Each party warrants that: (a) it has the authority to enter into this Agreement; and (b) entry into this Agreement does not violate any other agreement.

The Company warrants that: (a) the Services will perform materially in accordance with the Documentation; (b) it will employ reasonable security measures; and (c) the Services do not, to Company's knowledge, infringe third-party intellectual property rights.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS." THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM BIAS, AND CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING ALL AI OUTPUTS BEFORE USE. AI OUTPUT IS GENERATED ALGORITHMICALLY AND MAY RESEMBLE OR BE SIMILAR TO THIRD-PARTY CONTENT; THE COMPANY MAKES NO WARRANTY THAT AI OUTPUT IS ORIGINAL, UNIQUE, OR NON-INFRINGING OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, AND CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE USE OR DISTRIBUTION OF AI OUTPUT.

The Company shall defend, indemnify, and hold Customer harmless from third-party claims alleging that the Services infringe any patent, copyright, or trademark, provided Customer: (a) notifies the Company promptly; (b) grants the Company sole control of the defense; and (c) cooperates reasonably. If a claim arises, the Company may, at its option: (i) modify the Services to be non-infringing; (ii) obtain a license permitting continued use; or (iii) terminate the affected Services upon written notice and refund a pro-rata portion of prepaid Fees for the unused remainder of the then-current Subscription Term. The Company's obligations under this Section 11.1 do not apply to claims arising from: (a) Customer's modification of the Services; (b) combination of the Services with third-party products, data, or materials not provided or approved in writing by the Company; (c) Customer's continued use after the Company has provided written notice of an alleged infringement and offered a non-infringing alternative; or (d) Customer's failure to implement updates, patches, or corrections provided by the Company.

Customer shall defend, indemnify, and hold the Company harmless from third-party claims arising from: (a) Customer Data or AI Output; (b) Customer's breach of this Agreement; or (c) Customer's use of the Services in violation of applicable law.

Neither party's indemnification obligation applies to claims arising from the indemnified party's negligence or wilful misconduct.

This MSA commences on the Effective Date and continues until all Order Forms have expired or been terminated.

Each Order Form specifies its Subscription Term. Unless an Order Form states otherwise, subscriptions auto-renew for successive one-year periods unless either party provides 60 days' written notice of non-renewal.

Either party may terminate this MSA or any Order Form upon 30 days' written notice if the other materially breaches and fails to cure within such 30-day period (10 days for payment defaults). Either party may terminate immediately if the other becomes insolvent or files for bankruptcy.

Upon termination: (a) all rights to access the Services cease immediately; (b) the Company will make Customer Data available for export for thirty (30) days following termination, after which the Company may permanently delete all Customer Data without further notice or liability — Customer is solely responsible for exporting its data within this window; (c) Customer shall pay all outstanding Fees, including any amounts due for the remainder of a committed Subscription Term; (d) each party shall return or destroy the other's Confidential Information upon written request; and (e) the Company may retain anonymised and aggregated usage statistics derived from Customer's use of the Services for internal analytics and product improvement, provided such data cannot reasonably identify Customer. Sections 4, 5.1, 5.4, 6, 7, 11, 12, 13.4, and 14 survive termination.

The Company may terminate any Order Form or this MSA for convenience upon ninety (90) days' prior written notice to Customer. In the event of such termination, the Company shall refund Customer a pro-rata portion of any prepaid Fees corresponding to the unused remainder of the then-current Subscription Term following the effective date of termination. This right of termination for convenience shall not limit the Company's right to terminate for cause under Section 13.3 or to suspend Services under Section 4.5.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

The parties shall first attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Wilmington, Delaware under JAMS Commercial Arbitration Rules. Either party may seek equitable relief in any court of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY AND TO INITIATE OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE ACTION RELATED TO THIS AGREEMENT.

Neither party is liable for delays or failures caused by events beyond their reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, government action, internet outages, and failures of third-party infrastructure or cloud service providers (including hosting, DNS, CDN, and payment processing providers), provided the affected party: (a) gives prompt written notice; and (b) uses commercially reasonable efforts to mitigate the impact and resume performance. For clarity, the Company's use of third-party cloud infrastructure does not, by itself, constitute a failure to maintain reasonable availability. Payment obligations and data breach notification obligations are expressly excluded from this provision.

This MSA, together with Order Forms, the DPA, and applicable exhibits, constitutes the entire agreement. In the event of conflict: (1) DPA governs data protection; (2) Order Form governs service-specific terms; (3) this MSA governs all other matters. Customer's purchase orders or standard terms are expressly rejected and shall have no force.

Customer may not assign this Agreement or any of its rights hereunder without the Company's prior written consent. The Company may assign this Agreement without Customer's consent to: (a) any of its Affiliates (entities controlling, controlled by, or under common control with the Company); (b) any entity that acquires the Company or substantially all of its assets; or (c) any successor entity in a restructuring or reorganisation. "Affiliate" means any entity that controls, is controlled by, or is under common control with the Company. Any assignment by Customer in violation of this Section is void.

Amendments require written signatures. Failure to enforce is not a waiver. Invalid provisions shall be modified to the minimum necessary extent. Counterparts and electronic signatures are valid.

Notices shall be in writing to the addresses in the Order Form or as updated by written notice.