Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into between Anuclei, Inc., with a place of business at 548 Market St, Num 502375, San Francisco, CA 94104 (“Company”), and the Customer identified in an applicable Order Form referencing this Agreement (“Customer”) (each a “Party,” collectively the “Parties”). No additional, contrary, or different terms in any Customer purchase order or similar form shall have force or effect. The effective date of this Agreement is the effective date of the applicable Order Form (“Effective Date”).

By entering into an Order Form with Company that references these terms, Customer agrees to and accepts this Agreement.

Notwithstanding the foregoing, if a separate written agreement between the Parties addresses the subject matter of these terms, that agreement shall govern.

1. Services and Support

1.1 “Company Data” means any data, outputs, analytics, or materials made available by Company to Customer through the Services, excluding Customer Data.

1.2 “Professional Services” means professional services purchased by Customer under a Statement of Work (“SOW”).

1.3 “Services” means, collectively, (i) the Anuclei AI agent orchestration platform (including the Multisynapse interface and any underlying agent execution infrastructure) and associated features made available to Customer under an Order Form (“Platform Services”), and (ii) any Professional Services, each governed by this Agreement and an applicable Order Form or SOW.

1.4 “Software” means any software, tools, or code owned or controlled by Company and made available to Customer in connection with the Services.

1.5 For each subscription to Platform Services and each engagement for Professional Services, the Parties shall execute an Order Form or SOW, incorporated into this Agreement by reference. In the event of a conflict between this Agreement and an Order Form or SOW, the Order Form or SOW controls.

1.6 Subject to this Agreement, Company will use commercially reasonable efforts to provide the Platform Services in accordance with the Service Level Terms in Exhibit A. Customer will designate an administrative account during registration. Company reserves the right to refuse or cancel registrations it deems inappropriate.

1.7 Company will provide reasonable technical support as set forth in Exhibit B.

2. Permitted Usage; Restrictions and Responsibilities

2.1 Subject to this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform Services for Customer's internal business purposes during the term of the applicable Order Form. With respect to any Software distributed to Customer for on-premises use, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software solely in connection with the Platform Services.

2.2 Customer shall comply with, and ensure its users comply with, Anuclei's Acceptable Use Policy at www.anuclei.com/company/legal (“AUP”), incorporated into this Agreement by reference.

2.3 Customer may not remove or export from the United States, or allow the export or re-export of, the Services, Software, or any related materials in violation of applicable U.S. export laws and regulations.

2.4 Customer is responsible for: (a) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired it; (b) obtaining and maintaining equipment and connectivity needed to access the Services; (c) ensuring users comply with this Agreement; and (d) maintaining the security of Customer accounts and credentials.

2.5 Unless required to provide the Services, Company shall not use, reproduce, or incorporate Customer Data to train, fine-tune, develop, or improve any artificial intelligence, machine learning, or large language model (LLM) systems without Customer's prior written consent. Company shall not submit Customer Data to any public or private LLM tool or generative AI system unless that tool is configured to prohibit use of inputted data for training or improving models for the benefit of any third party. Company shall not use any free or unpaid tier of an LLM service with Customer Data unless that tier expressly prohibits training on inputted data. Upon request, Company will provide reasonable documentation confirming such configurations. Customer's use of AI-powered features within the Service constitutes consent to the processing necessary to deliver those features.

2.6 Company may monitor Customer's use of the Services for compliance purposes and may suspend access it believes may be in violation of this Section 2.

3. Confidentiality; Proprietary Rights

3.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose non-public business, technical, financial, or proprietary information (“Confidential Information”). Confidential Information of Company includes Company Data, non-public platform features and performance data. Confidential Information of Customer includes Customer Data. Each Party shall hold the other's Confidential Information in confidence, shall not disclose it to third parties without written consent (except to Representatives bound by equivalent confidentiality obligations), and shall use it only to perform or receive the Services.

Confidentiality obligations do not apply to information that: (a) becomes publicly available without breach; (b) was known to the Receiving Party prior to disclosure; (c) was rightfully disclosed to the Receiving Party by a third party without restriction; (d) was independently developed without reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by law, provided the Receiving Party gives prior written notice where legally permissible. Obligations expire five (5) years from the date of disclosure. Upon expiration or termination, the Receiving Party shall return or certify destruction of all copies of the Disclosing Party's Confidential Information.

3.2 Customer owns all right, title, and interest in Customer Data. Customer grants Company a limited license to host, copy, transmit, and use Customer Data as necessary to provide and maintain the Services.

3.3 Company owns all right, title, and interest in the Services, Software, Company Data, and all improvements or modifications thereto, and all intellectual property rights therein.

3.4 All intellectual property rights in deliverables produced under a SOW (“Work Product,” excluding Customer Data) are owned exclusively by Company. Company grants Customer a limited, non-exclusive, non-transferable license to use Work Product solely for Customer's internal use during the term of the applicable SOW.

3.5 All data, reports, and analyses generated by Customer through Customer's use of the Services using Customer's own data (“Output”) are owned by Customer, subject to Company's ownership of any Company Data or platform intellectual property incorporated therein. Customer's ownership of Output does not include the right to commercialize Output to third parties without Company's consent.

3.6 Company may collect and analyze aggregated, de-identified data about platform usage and performance to improve the Services. Such data will not be disclosed in a form that identifies Customer or Customer Data.

4. Payment of Fees

4.1 Customer will pay the fees set forth in the applicable Order Form (“Fees”). Company may adjust Fees at the end of any then-current term upon thirty (30) days' written notice. Customer may terminate the applicable Order Form within twenty (20) days of receiving such notice. Disputes regarding invoices must be raised in writing within sixty (60) days of the invoice date. All Fees are non-cancellable and non-refundable except as expressly stated in this Agreement. Undisputed Fees must be paid in good faith while disputes are resolved.

4.2 Invoices are due within thirty (30) days of the invoice date. Unpaid amounts accrue interest at 1.5% per month or the maximum rate permitted by law. Customer is responsible for all applicable taxes except those based on Company's net income.

4.3 Company may suspend Services if undisputed amounts remain unpaid fifteen (15) days after written notice.

4.4 If Customer approves onsite visits, Customer will reimburse reasonable travel and expenses in accordance with Company's expense policy.

5. Term and Termination

5.1 This Agreement commences on the Effective Date and remains in effect for so long as any Order Form governed by it is active, and terminates automatically when all Order Forms expire or terminate.

5.2 Either Party may terminate this Agreement and any applicable Order Forms upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. Company may terminate immediately upon notice in the event of non-payment continuing for thirty (30) days or more after written notice. Provisions that by their nature should survive termination shall do so, including payment obligations, confidentiality, warranty disclaimers, and limitations of liability.

5.3 Upon termination, Customer will immediately cease use of the Services and delete all Company Data in its possession within thirty (30) days. Upon request, Customer will provide written certification of deletion.

6. Warranty and Disclaimer

6.1 Company Warranties: Company warrants that it will use commercially reasonable efforts to maintain the Platform Services in a manner that minimizes errors and interruptions, and will perform Professional Services in a professional and workmanlike manner. Company will maintain commercially reasonable organizational and technical measures to protect the security and confidentiality of Customer Data. Scheduled or emergency maintenance may cause temporary unavailability; Company will use reasonable efforts to provide advance notice.

EXCEPT AS SET FORTH ABOVE, THE SERVICES ARE PROVIDED “AS IS.” COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUTS FROM AI AGENTS WILL BE ACCURATE, COMPLETE, OR FREE FROM ERRORS.

6.2 Customer Warranties: Customer warrants that: (a) it has all necessary rights and licenses in Customer Data to provide it to Company; (b) providing Customer Data to Company will not infringe third-party rights; (c) Customer Data shall not include protected health information as defined under HIPAA unless separately agreed in writing; and (d) Customer will use the Services only in compliance with applicable law and documentation.

7. Limitation of Liability

7.1 IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, DIRECTORS, OFFICERS, AFFILIATES, OR EMPLOYEES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) LOSS OR INACCURACY OF DATA, LOSS OF BUSINESS OR PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES; (B) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR (C) ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 EXCEPT FOR CUSTOMER'S BREACH OF SECTION 2.1 OR 2.2 OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.2, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT GIVING RISE TO LIABILITY.

7.3 COMPANY'S AGGREGATE LIABILITY FOR IP INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.1 SHALL NOT EXCEED TWO TIMES (2×) THE FEES PAID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

8. Indemnification

8.1 Company Indemnification: Subject to the indemnification procedure below, Company will defend Customer from third-party claims alleging that Customer's use of the Platform Services, as provided by Company and used in accordance with this Agreement, infringes a third party's intellectual property rights. Company will pay all damages or costs finally awarded or agreed in settlement. Company has no indemnification obligation for claims arising from: (a) Customer Data; (b) combination of the Services with non-Anuclei software or hardware if the claim would not have arisen but for such combination; or (c) use of the Services not in accordance with this Agreement.

8.2 Customer Indemnification: Subject to the indemnification procedure below, Customer will defend Company from third-party claims arising out of: (i) Customer Data or Customer's use of Customer Data with the Services; or (ii) Customer's violation of the AUP.

8.3 Procedure: Indemnification obligations are conditioned on the indemnified Party: (a) providing written notice within sixty (60) days of receiving the claim; (b) granting the indemnifying Party sole control of the defense or settlement (provided any settlement releases the indemnified Party from all liability); and (c) providing reasonable assistance at the indemnifying Party's expense.

9. Force Majeure

Neither Party will be liable for delays or failures in performance (except payment obligations) caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, war, government action, embargo, or shortage of power or communications infrastructure.

10. Miscellaneous

If any provision of this Agreement is found unenforceable, it will be limited to the minimum extent necessary and the remainder of the Agreement will continue in full force. Either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee assumes all obligations in writing and the assigning Party gives written notice within thirty (30) days. Assignment to a direct competitor of the other Party requires consent.

This Agreement is the complete and exclusive statement of the Parties' mutual understanding regarding its subject matter and supersedes all prior agreements, oral or written. Amendments require a writing signed by both Parties except as otherwise provided herein. No agency, partnership, or employment relationship is created by this Agreement.

In any action to enforce rights under this Agreement, the prevailing Party is entitled to recover costs and attorneys' fees. Notices shall be in writing and deemed given upon personal delivery, email confirmation of receipt, the day after delivery via overnight courier, or upon receipt if sent by certified mail.

This Agreement is governed by the laws of the State of Delaware without regard to conflict of law principles. Disputes that cannot be resolved by mutual agreement shall be submitted to the American Arbitration Association for commercial arbitration in San Francisco, California before a panel of three arbitrators, except that either Party may seek equitable relief in any court of competent jurisdiction.

The Parties will work together in good faith to issue at least one mutually agreed press release within 90 days of the Effective Date, and Customer agrees to reasonably cooperate as a reference account upon request.

Exhibit A — Service Level Terms

The Platform Services shall be materially available 99.9% of the time, measured monthly, excluding weekends, holidays, and scheduled maintenance. Any downtime resulting from third-party outages or circumstances beyond Company's control is excluded. For each period of consecutive downtime exceeding one (1) hour, Company will credit Customer 5% of monthly Platform Services fees (“Credit”), up to a maximum of one (1) week of fees per calendar month. Customer must notify Company of downtime within 24 hours to qualify for a Credit. Credits are not redeemable for cash. Downtime Credit is Customer's sole and exclusive remedy for failure to meet the availability commitment.

Exhibit B — Support Terms

Company provides technical support via email on business days from 9:00 AM to 5:00 PM Pacific Time, excluding U.S. federal holidays (“Support Hours”). Customers may submit support requests during Support Hours via the in-app support channel or at any time by emailing info@anuclei.com. Company will use commercially reasonable efforts to respond to all support requests within one (1) business day.