Master Services Agreement

This Master Services Agreement (“Agreement”) permits Customer (as identified in the applicable SOW or order form) to purchase access to the engineering and SaaS services provided by Action Intelligence, Inc. (“Action Intelligence”) — all as set forth in an order form or other ordering document executed by the parties (each an “SOW”). This Agreement sets forth the terms and conditions under which those services and products will be procured and used. This Agreement shall govern Customer’s initial purchase as well as any future purchases made by Customer which reference this Agreement. This Agreement includes any and all SOW executed by the parties.

1.The Services

1.1 Professional Services. Action Intelligence will use commercially reasonable efforts to provide the artificial intelligence agents (and associated deliverables) (collectively, “Agents”) according to an applicable SOW (“Professional Services”). Any changes to the Professional Services are subject to the parties negotiating and executing a mutually agreeable change order (“Change Order”).

Customer acknowledges that Customer’s timely provision of (and Action Intelligence’s access to) Customer assistance, cooperation, personnel, technology and complete and accurate information and data from Customer’s officers, agents and employees (“Cooperation”) may be essential to the performance of the Professional Services, and that Action Intelligence shall not be liable for any deficiency in performing the Professional Services if such deficiency results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation includes, but is not limited to, designating a project manager to interface with Action Intelligence during the course of the Professional Services and allocating and engaging additional resources as may be reasonably required by Action Intelligence to assist it in performing the Professional Services.

1.2 SaaS Services. Subject to Customer’s compliance with this Agreement, Action Intelligence grants Customer a non-sublicensable, non-transferrable (except with an assignment of this Agreement as authorized herein), nonexclusive, limited right to, during the term of an applicable SOW, access and use the hosted services described in an SOW (collectively, the “Service”) for purposes specified in the SOW. As used herein, the Agents (as hosted by Action Intelligence) will be deemed part of the “Service”.

1.3 General Restrictions. Customer will not (and will not allow any third party to): (i) reverse engineer or decompile the Service, (ii) modify or create derivatives of the Service, (iii) use the Service or any Output (as defined in Section 3) to help develop any competing products or services, (iv) use the Output to train artificial intelligence models, except as expressly approved by Action Intelligence in writing; (v) publicly publish benchmarks or performance information about the Service; or (vi) access or use the Service or Output for High-Risk Activities. “High Risk Activities” means activities where use or failure of the SaaS could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

1.4 Service Levels and Support. With respect to the Service, Action Intelligence will provide the service levels and support set out in the applicable SOW.

1.5 Feedback. Notwithstanding anything else, Customer grants Action Intelligence a perpetual, irrevocable, royalty free, paid-up, sub-licensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. Action Intelligence agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided “AS IS”. “Feedback” means all suggestions for improvement or enhancement, recommendations, comments, opinions or other feedback provided by Customer (whether in oral, electronic or written form) to Action Intelligence for the Service.

2.Data

2.1 “Customer Data” means all data provided by Customer or its systems or providers to Action Intelligence. As between the parties, Customer shall retain all right, title and interest in the Customer Data.

2.2 License of Data. Subject to the terms of this Agreement, Customer hereby grants to Action Intelligence a non-exclusive, worldwide, royalty-free right to use the Customer Data to the extent necessary to provide the Service to Customer. Action Intelligence will not use the Customer Data to train any artificial intelligence models used for other customers. Customer represents and warrants that (i) it has all rights and authorization to provide the Customer Data, and (ii) Customer’s provision, use and maintenance of Customer Data complies with all laws, regulations and third-party rights.

2.3 Security. Action Intelligence will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Data. During the thirty (30) days period immediately following expiration or termination of this Agreement, Action Intelligence will provide Customer with access to the Customer Data for download. Thereafter, all Customer Data will be deleted by Action Intelligence.

3.Intellectual Property

The copyright in output generated by the Service for Customer (“Output”) will be owned by Customer. Action Intelligence shall and hereby does assign to Customer any rights Action Intelligence has in the Output. No other intellectual property rights are assigned or transferred by either party in connection with this Agreement.

CUSTOMER ACKNOWLEDGES THAT ALL OUTPUT FROM ARTIFICIAL INTELLIGENCE MODELS AND SYSTEMS (“AI OUTPUT”) IS BASED ON CUSTOMER INPUTS, PROMPTS, INSTRUCTIONS, CONTENT, AND/OR INFORMATION BEING PROCESSED VIA THIRD PARTY ARTIFICIAL INTELLIGENCE MODELS AND, AS SUCH, NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, ACTION INTELLIGENCE MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO ANY AI OUTPUT AND WILL HAVE NO LIABILITY FOR USE OR RELIANCE THEREON.

4.Fees; Payment

4.1 Fees; Payment. All fees are as set forth in the applicable order form or SOW and are payable in advance (but in the event there is any usage overage the parties will discuss and increase in Customer’s purchase tier — and Action Intelligence may cap such overage usage until an applicable SOW is executed). Fees must be paid within thirty (30) days of Customer’s receipt of Action Intelligence’s invoice, unless otherwise specified in the applicable SOW. If Customer disagrees with an invoice, it must notify Action Intelligence within thirty (30) days from receipt of the invoice — or it is deemed final. Action Intelligence’s fees are exclusive of all taxes and other governmental assessments. Customer is responsible for all of the foregoing — other than taxes based on the income of Action Intelligence. Except as expressly set out herein, all fees are non-cancellable and non-refundable.

4.2 Late Payments. In the event of late payments, Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) (plus all costs of collection). If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Action Intelligence reserves the right to suspend Customer’s access to the Service, on five (5) days email notice, without liability to Customer until such amounts are paid in full.

5.Term and Termination

5.1 Term. This Agreement will begin on the Effective Date and terminate as set forth below. Unless otherwise terminated as set forth below, each SOW will begin on its effective date and have the initial term set forth thereon. Thereafter, each SOW will automatically renew for successive renewal terms of equal length to the initial term, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

5.2 Termination. Either party may terminate this Agreement on thirty (30) days written notice if there are no SOWs in effect. There is no other right to terminate for convenience. SOWs cannot be terminated for convenience. In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and expressly state the intent to terminate) (email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under, or is subject to, any bankruptcy, receivership or comparable proceeding. For clarity, termination of this Agreement will automatically terminate all SOWs.

5.3 Effect of Termination. Upon any expiration or termination of this Agreement, (i) Customer shall immediately cease any and all use of and access to the Service and (ii) each party will return to the other party (or destroy at the discloser’s request) such other party’s Confidential Information (subject to Section 5.4 below). In the event this Agreement is terminated by Customer for Action Intelligence’s uncured breach as authorized in Section 5.2, or is terminated pursuant to Section 7, Action Intelligence will promptly refund to Customer all fees paid in advance for the remainder of the term. In the event of any other termination, all fees that but for termination would otherwise have been due for the full term of all SOWs (as if no termination had occurred) will be non-cancellable and non-refundable (and, if not already paid, will become promptly due).

5.4 Survival. The following Sections shall survive any expiration or termination of this Agreement: 1.3, 1.5, 2.3 (to the extent Customer Data is retained), 4 (with respect to outstanding payment obligations), 5, 6.3, 7, 8, 9 (for a thirty (30) day wind-down), and 10.

6.Warranties; Disclaimer

6.1 Mutual Warranties. Each party represents and warrants that (i) it has all right, power, and authority to execute this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with any obligations it has to any third party.

6.2 Limited Warranty. Action Intelligence warrants, for Customer’s benefit only, that (i) all Professional Services will be provided in a professional and workmanlike manner and in compliance with the SOW in all material respects (subject to Customer Cooperation obligation), and (ii) the Service will operate in compliance with the specifications agreed to in an SOW in all material respects. Subject to any service levels set out in the applicable SOW, Action Intelligence does not warrant that Customer’s use of the Service will be uninterrupted or error-free. Without limitation Customer’s rights in Section 5.2 above, in the event of any breach of Sections 6.2(i) or 6.2(ii) Action Intelligence will, without limiting Customer’s rights in Section 5.2, use commercially reasonable efforts to (respectively) (a) promptly reperform the Professional Services or (b) provide Customer with a Service error correction or work-around that corrects the non-conformity in accordance with the support terms in the applicable SOW.

6.3 Customer Warranties. Customer represents and warrants that it will not use the Agents for: (i) any activity that may involve personal injury or illegal activity, (ii) for collecting or otherwise processing any data that may require Action Intelligence to comply with the Health Insurance Portability and Accountability Act or other healthcare related laws or regulations, (iii) for targeting groups of individuals based on ethnicity, political preferences, sexual identifiers, religion, skin color, nationality or similar features, or any other illegal category, (iv) as a factor in establishing a consumer’s eligibility for credit, (v) as a factor in establishing a consumer’s eligibility for insurance; (vi) for employment purposes, (vii) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, or (viii) in connection with any permissible purpose as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.

6.4 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, THE PROFESSIONAL SERVICES AND SERVICE IS PROVIDED “AS IS” AND ACTION INTELLIGENCE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.5 Limitation on Liability. NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO ACTION INTELLIGENCE DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE US$10,000.00) (“STANDARD CAP”). NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS ABOVE WILL NOT APPLY TO ACTION INTELLIGENCE’S INDEMNITY OBLIGATIONS WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS (ONLY), EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL BREACH OF SECTION 8 OR CUSTOMER’S BREACH OF SECTION 1.2. FOR ALL OTHER INDEMNITY OBLIGATIONS, AND ANY INFORMATION SECURITY RELATED ISSUES, THE STANDARD CAP WILL BE MULTIPLIED BY TWO (2).

7.Indemnification

7.1 Action Intelligence shall indemnify and hold harmless Customer from and against any third-party claim, action, or suit that the technology platform used by Action Intelligence to power the Service (as provided by Action Intelligence) infringes any third-party intellectual property rights provided that Customer provides Action Intelligence with: (i) prompt written notice of such claim; (ii) sole control of all defense and settlement activities; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of the Service is, or in Action Intelligence’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Action Intelligence may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Service; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement on ten (10) days’ notice and Action Intelligence will promptly issue a refund to Customer as set out in Section 5.3. The foregoing indemnification obligation of Action Intelligence shall not apply: (1) with respect to any Output (as defined in Section 3); (2) third-party artificial intelligence models, (3) if the Service is modified by any party other than Action Intelligence, but solely to the extent the alleged infringement is caused by such modification; (4) if the Service is combined with other services or processes not authorized by Action Intelligence, but solely to the extent the alleged infringement is caused by such combination; (5) to any unauthorized use of the Service; or (6) any issues arising as a result of Customer Data, Customer’s inputs or specifications or requirements or instructions, or any third-party deliverables or components contained within the Service.

7.2 Customer shall indemnify and hold harmless Action Intelligence from and against any third-party claim, action, or suit arising in connection with Customer’s breach of Section 6.3; provided that Action Intelligence provides Customer with: (i) prompt written notice of such claim; (ii) sole control of all defense and settlement activities; and (iii) all reasonable necessary cooperation of Action Intelligence.

8.Confidential Information

Each party agrees that all business and technical information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The terms of this Agreement and any SOW will be each party’s Confidential Information (but either party may disclose the foregoing to its advisors and potential investors and acquirers). Except as expressly authorized herein, the Receiving Party will, using reasonable measures, hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; or (ii) is or has become public knowledge through no fault of the Receiving Party. If required to be disclosed by law, the Receiving Party will immediately notify the Disclosing Party and use its best efforts to limit the disclosure. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law.

9.Logo Use

Customer agrees that Action Intelligence may use Customer’s name and logo on Action Intelligence’s web site and in Action Intelligence promotional materials as part of a general list of customers. Any other marketing or promotion use is subject to Customer’s written approval (email is sufficient).

10.General Terms

10.1 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 10.1 will be null and void.

10.2 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency. Without limiting the foregoing, the acts or omissions of any third party artificial intelligence model provider (such as Open AI or Anthropic), will not be deemed within the control of Action Intelligence. If a force majeure event prevents a party’s performance hereunder for more than ten (10) days, the other party may terminate this Agreement on written notice. Force majeure will not excuse payment obligations for services performed.

10.3 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service (“JAMS”) in accordance with such Rules. To the extent the JAMS streamlined rules are available — they shall apply. The arbitration shall take place in Santa Clara, California, in the English language and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in New York, New York and both parties hereby submit to the personal jurisdiction of such courts.

10.4 Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the first page of this Agreement, an SOW, or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. But notices for late payment, and notifications regarding non-legal matters, may be sent by either party via email (or by Action Intelligence via account notification). In addition, any legal notices to Action Intelligence must be delivered to the following email address support@actionintelligence.com (but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received as set forth in preceding sentence).

10.5 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event an exhibit or SOW conflicts with this Agreement — the exhibit or SOW shall control. It may only be amended or waived in a writing executed by both parties. Any additional or different terms or conditions contained in any Customer document (such as a web link to Customer’s online terms contained in a Customer purchase order) are void even if the document is accepted by, or performed on by, Action Intelligence. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.