Master Service Agreement

Effective Date: 10/6/2026

Version: V.3

This Master Service Agreement (the “Agreement”) sets forth the general terms and conditions under which AMR Ventures, LLC d/b/a SN3 Group (formerly Strategy Ninjas), an Arizona limited liability company (“Company,” “SN3 Group,” “we,” “us,” or “our”), provides services to clients.

This Agreement applies to any client, customer, individual, company, or entity (“Client,” “you,” or “your”) that enters into, accepts, approves, signs, pays for, or otherwise authorizes a statement of work, proposal, order form, service agreement, change order, checkout, invoice, or other written or electronic authorization referencing this Agreement.

By signing, accepting, approving, checking an acknowledgement box, paying an invoice, or otherwise authorizing an applicable Statement of Work (“SOW”) or order that references this Agreement, Client agrees to be bound by this Agreement without requiring a separate signature on this Agreement.

This Agreement is intended to supplement, and where applicable supersede, Company’s publicly posted Terms & Conditions. If there is a conflict between this Agreement and Company’s Terms & Conditions, this Agreement will control for the Services covered by an accepted SOW, proposal, order form, service agreement, change order, invoice, or other authorization.

1. Purpose and Structure

This Agreement governs the services Company may perform for Client, including without limitation AI strategy, AI consulting, workflow design, prompt architecture, AI agents, automation services, integrations, API implementations, training, documentation, support, advisory services, and related professional services (collectively, the “Services”).

Specific projects, deliverables, pricing, milestones, assumptions, service levels, support terms, or other commercial terms will be described in one or more statements of work, proposals, order forms, change orders, or similar written or electronic authorizations referencing this Agreement (each, an “SOW”).

Each SOW is incorporated into and governed by this Agreement.

If there is a conflict between this Agreement and an SOW, the order of precedence is:

• the SOW, but only for the specific project covered by that SOW;
• this Agreement;
• any exhibit, attachment, or purchase order;
• Company’s publicly posted Terms & Conditions.

Company may update this Agreement from time to time. The version of this Agreement referenced in the applicable SOW will govern that SOW unless the parties agree otherwise in writing.

2. Definitions

For purposes of this Agreement:

“AI System” means any machine learning, generative AI, large language model, rule-based automation, agentic workflow, retrieval system, ranking system, orchestration layer, or similar software or model used in connection with the Services.

“Client Materials” means all information, data, content, documents, prompts, files, records, credentials, systems, configurations, infrastructure, and other materials provided or made available by or on behalf of Client.

“Deliverables” means the specific work product expressly identified as a deliverable in an SOW.

“Third-Party Services” means any products, models, APIs, platforms, plugins, connectors, hosting providers, repositories, code libraries, no-code tools, cloud services, CRMs, communication systems, or other tools, services, or infrastructure not owned by Company, including without limitation OpenAI, Anthropic, Google, Google Cloud, Vertex AI, Microsoft, Amazon Web Services, Zapier, Make, n8n, GoHighLevel, Slack, HubSpot, Notion, Stripe, Twilio, Dropbox, GitHub, and similar vendors.

“Output” means any text, code, image, audio, video, recommendation, workflow step, data transformation, or other content produced in whole or in part by an AI System.

“Client Personal Data” means Personal Data, as defined in the DPA, contained in Client Materials or otherwise Processed by Company on behalf of Client under this Agreement.

“Client Security Record” means the deployment-specific record, attached to or referenced in an SOW, that may document, as applicable to a Company-Hosted Deployment, the hosting and deployment model; live-storage and backup locations; approved users and administrators and their authentication arrangements; AI service providers (primary and any fallback), account types, training controls, retention, and routing; messaging, speech, connection, and connected-application providers and their permissions; live-storage and backup encryption and key access; recovery coverage, backup schedule, and any agreed recovery objectives; retention, legal hold, deletion, and offboarding responsibilities; approval enforcement for agreed workflows; and incident contacts and notification commitments. A Client Security Record forms part of the SOW to which it relates.

“Company-Hosted Deployment” means any AI Employee, agent, runtime, portal, or other environment that Company hosts, operates, or administers for Client, including managed AI Employee deployments.

“Security Incident” means confirmed unauthorized access to or acquisition of Client Personal Data in Company’s possession or control. Security Incident does not include unsuccessful attempts, pings, port scans, denial of service attempts, blocked events, incidents solely affecting Third-Party Services not caused by Company, or incidents arising from Client’s systems, configurations, credentials, personnel, or instructions.

“Confidential Information” has the meaning given in Section 13.

3. Scope of Services

3.1 Performance of Services

Company will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for similar services. Company may determine the method, details, tools, personnel, sequencing, and technical approach used to perform the Services unless otherwise expressly stated in an accepted SOW.

3.2 No Guarantee of Outcome

Unless expressly stated in an accepted SOW, Company does not guarantee any specific commercial outcome, business result, cost savings, revenue lift, compliance result, uptime level, accuracy rate, conversion rate, performance threshold, or regulatory approval.

3.3 Change Requests

Any material change to scope, deliverables, assumptions, timeline, integrations, models, environments, data sources, support needs, or third-party platforms may require a written or electronic change order and additional fees.

4. Fees, Expenses, and Payment

4.1 Fees

Client will pay the fees set forth in each SOW. Unless otherwise stated in the applicable SOW, all fees are non-cancelable and non-refundable once work has begun.

4.2 Expenses

Client will reimburse pre-approved out-of-pocket expenses actually incurred in connection with the Services.

4.3 Taxes

Fees do not include sales, use, excise, value-added, withholding, or similar taxes. Client is responsible for all such taxes except taxes based on Company’s net income.

4.4 Payment Terms

Unless otherwise stated in an SOW, invoices are due within seven (7) days of invoice date. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Company may suspend Services for overdue accounts upon written notice.

4.5 Purchases From Third Parties

Unless expressly included in an SOW (including any fees for a Company-Hosted Deployment), Client is solely responsible for procuring and paying for all Third-Party Services, API credits, model usage, software licenses, hosting, domains, phone numbers, email services, database charges, security tooling, cloud spend, and similar costs.

5. Client Responsibilities

5.1 Cooperation

Client will timely provide all information, approvals, decisions, personnel access, test environments, credentials, infrastructure access, and other cooperation reasonably required for Company to perform the Services.

5.2 Authorized Access

Client represents and warrants that it has all rights, permissions, consents, and legal authority necessary to grant Company access to Client’s systems, accounts, data, content, and Third-Party Services, and to instruct Company to connect, configure, access, test, transmit, transform, or process Client Materials through those systems and services.

5.3 Accuracy and Completeness

Client is solely responsible for the accuracy, legality, quality, and completeness of Client Materials and for reviewing all assumptions, outputs, workflows, automations, communications, and business rules before production use where human review is reasonably appropriate.

5.4 Client Policies and Compliance

Client is solely responsible for its own legal, regulatory, privacy, employment, consumer protection, sector-specific, and contractual compliance obligations, including without limitation obligations relating to notices, consent, disclosure, retention, marketing laws, telemarketing laws, accessibility, employment decisions, fair housing, lending, healthcare, education, children’s data, financial data, and cross-border data transfers.

5.5 Restricted Data

Unless expressly approved in an accepted SOW and, where applicable, supported by a data processing addendum, business associate agreement, or similar compliance exhibit, Client will not provide or permit access to:

• protected health information subject to HIPAA;
• payment card data subject to PCI-DSS;
• classified or export-controlled information;
• biometric data used for identification;
• highly sensitive government identifiers;
• attorney-client privileged information, attorney work product, or other information subject to professional confidentiality obligations, unless Client has determined that such use is consistent with those obligations and the applicable SOW addresses it (see Section 7.8); or
• any category of data prohibited by Company in writing.

5.6 High-Risk Uses Prohibited Without Written Approval

Client will not use any Deliverable, AI System, or Output for fully automated decisions with legal or similarly significant effects on individuals, including without limitation employment screening, credit decisions, insurance decisions, housing decisions, eligibility determinations, or emergency or life-critical use cases, unless expressly approved in writing by Company and covered by a dedicated SOW with enhanced controls.

6. Third-Party Services and AI Platforms

6.1 Third-Party Services Are Outside Company’s Control

Client acknowledges that many Services depend on Third-Party Services, including AI model providers, APIs, cloud hosting, data sources, repositories, communication systems, and workflow tools. Company does not own or control Third-Party Services and is not responsible for their acts, omissions, outages, policy changes, model changes, deprecations, security failures, pricing changes, feature restrictions, latency, suspension decisions, content filtering, abuse monitoring, data retention practices, roadmap changes, or terms of service.

6.2 Third-Party Terms Govern

Client is solely responsible for reviewing and complying with the terms, privacy policies, data processing terms, acceptable use policies, usage limits, and other contractual requirements of any Third-Party Services used in connection with the Services.

6.3 Accounts and Credentials

For consulting, implementation, and integration projects, and unless otherwise agreed in writing, integrations should be deployed using Client-owned or Client-controlled accounts, workspaces, API keys, cloud environments, domains, phone numbers, and vendor subscriptions. If Client requests Company to provision or manage any Third-Party Service on Client’s behalf, Client remains responsible for all resulting usage, charges, and downstream obligations.

For Company-Hosted Deployments, Company may operate the Services using Company-controlled hosting, AI service accounts, and connection-provider credentials, including a Company-level connection-provider project or credential shared across deployments with a separate connection identity for each AI Employee. The accounts, providers, account types, and credential arrangements used for a Company-Hosted Deployment will be identified in the applicable SOW or Client Security Record.

6.4 Pass-Through Risk Allocation

Where a Deliverable depends on or embeds any Third-Party Service, Company’s obligations are conditioned on the continuing availability and functionality of that Third-Party Service. If a Third-Party Service changes or fails, Company may propose remediation as a change request subject to additional fees.

7. AI-Specific Terms

7.1 Nature of AI Systems

Client acknowledges that AI Systems are probabilistic and may produce inaccurate, incomplete, biased, offensive, misleading, non-compliant, infringing, or otherwise unsuitable Output, even when properly configured.

7.2 Human Review Required

Unless expressly stated otherwise in an accepted SOW, Client is solely responsible for human review, approval, testing, validation, and monitoring of Outputs and automated actions before use in production, publication, external communication, decision-making, or reliance by end users or customers.

7.3 No Professional Advice

Company’s Services, Deliverables, and Outputs do not constitute legal advice, tax advice, accounting advice, regulatory advice, cybersecurity certification, medical advice, brokerage advice, lending advice, or any other licensed professional advice unless explicitly stated in an accepted SOW and performed by a properly licensed professional.

7.4 Model and Platform Changes

Client acknowledges that AI models and related services may change over time without notice, including changes to quality, latency, token limits, costs, tool access, memory, retrieval behavior, safety filters, output structure, rate limits, or availability. Company is not responsible for degradation, changes, or regressions caused by third-party model or platform updates.

7.5 Training, Retention, and Monitoring by Third Parties

Client acknowledges that some Third-Party Services may log prompts, inputs, outputs, metadata, or contextual information for abuse monitoring, debugging, service improvement, retention, or other purposes under their own terms. Company makes no independent representation that any Third-Party Service provides zero retention, no training, or any specific data isolation unless expressly stated in an accepted SOW.

7.6 Beta, Preview, Experimental, or Early Access Features

Any beta, preview, alpha, early access, research, experimental, or similar feature is provided by Company, if at all, on an “as-is” and “as available” basis without warranties, service commitments, support obligations, or indemnities of any kind, and may be modified, suspended, or withdrawn at any time.

7.7 Client Responsibility for Use Cases

Client is solely responsible for determining whether any AI System, workflow, automation, or Output is appropriate for Client’s intended use case, industry, legal obligations, and risk tolerance.

7.8 Legal, Professional, and Privileged Information

Where Client is subject to professional obligations, including those of a law practice, Client retains sole responsibility for professional judgment, supervision, and review, and for verifying facts, citations, and advice. Output is not a substitute for that review. Client is responsible for reviewing the Services against its applicable professional rules, including competence, confidentiality, communication, and supervision, and for determining with its own counsel whether any client disclosure or informed consent is required.

Company does not represent or guarantee that use of the Services will preserve attorney-client privilege, work-product protection, or any other privilege or professional confidentiality in every use. Client is responsible for establishing an authority and review policy for communications, filings, record changes, deletions, and financial actions performed through the Services. Company will configure the Services to follow that policy only to the extent specified in the applicable SOW or Client Security Record, and subject to Section 21.1.

8. Security and Data Handling

8.1 Reasonable Security Measures

Company will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Confidential Information in Company’s possession from unauthorized access, use, alteration, or disclosure.

8.2 Shared Responsibility

Client acknowledges that security is a shared responsibility. Client is responsible for identity and access management, user permissions, endpoint security, device security, password hygiene, multifactor authentication, network security, backup strategy, retention settings, environment segregation, approval workflows, monitoring of production activity, and safe handling of credentials and secrets within Client’s environment and Client-controlled accounts.

For Company-Hosted Deployments, responsibility for hosting, runtime backups and recovery, and retention within the Company-hosted environment is allocated in the applicable SOW or Client Security Record. Absent such allocation, Company makes no commitment regarding recovery time, recovery point, or recovery coverage for a Company-Hosted Deployment.

8.3 No Warranty of Absolute Security

No system, platform, model, integration, API, cloud environment, repository, or transmission method is completely secure. Company does not warrant that the Services, Deliverables, or any Third-Party Service will be secure, uninterrupted, error-free, or immune from intrusion, malware, data loss, exploitation, model misuse, or unauthorized access.

8.4 Client Credentials

Client will provide credentials through secure methods reasonably acceptable to Company and remains responsible for rotating, revoking, scoping, and managing all credentials. Company may rely on credentials and permissions supplied by Client as evidence of Client authorization.

8.5 Incident Notice

In the event of a Security Incident affecting Client Personal Data in Company’s possession or control, Company will notify Client without unreasonable delay after confirmation of the Security Incident and provide information reasonably available to Company regarding the nature of the incident and steps Company has taken or plans to take.

8.6 Security Incident Exclusions

Company is not responsible for, and no Security Incident under this Agreement will be deemed to include, incidents arising from or involving:

• Client systems or personnel;
• Client’s failure to follow security recommendations;
• misconfigurations directed or approved by Client;
• compromised Client credentials;
• Third-Party Services;
• open internet transmission; or
• data or environments not under Company’s possession or control.

8.7 Optional Security Services

Unless expressly included in an SOW, Company is not providing managed detection and response, penetration testing, compliance audits, formal security assessments, data classification, disaster recovery, business continuity planning, secure code review, vulnerability management, or 24/7 monitoring.

8.8 Administrator and Provider Access

Client acknowledges that authorized Company personnel with administrative or server-level access may be able to access runtime files, credentials, and data within Company-Hosted Deployments as necessary to operate, maintain, secure, and support the Services; that deployments on shared infrastructure share an underlying host operating system; and that a dedicated server, where provided, reduces shared-host exposure but does not remove administrator or provider access. Hosting, AI, messaging, speech, connection, and connected-application providers may also Process data under their own terms. Company does not represent the Services as end-to-end encrypted, and the hosting provider’s certifications do not certify Company.

8.9 Client Security Record

Company will prepare a Client Security Record for a Company-Hosted Deployment where the applicable SOW provides for one or Client requests one in writing, and will update it on Client’s reasonable written request. Company makes no representation regarding encryption, isolation, data location, model training, retention, deletion, recovery, or approval enforcement for a Company-Hosted Deployment beyond what is stated in this Agreement, the DPA, the applicable SOW, or the Client Security Record.

9. Data Processing Addendum and Special Compliance Needs

Where the Services involve Company’s Processing of personal data on behalf of Client that is subject to applicable privacy laws, Company’s Data Processing Addendum (“DPA”), in the version referenced in the applicable SOW, applies and is incorporated into this Agreement.

If the Services involve protected health information or other regulated data requiring additional contractual controls, the Parties must execute or otherwise accept an additional written addendum before any such data is shared or processed.

Absent such addendum, Company has no obligation to receive, process, store, or permit access to such regulated data.

10. Acceptance, Testing, and Deployment

10.1 Acceptance Period

Unless otherwise stated in an SOW, Deliverables will be deemed accepted five (5) business days after delivery unless Client provides written notice identifying material non-conformity with the applicable SOW.

10.2 Exclusive Remedy for Non-Conformity

If Client timely reports a material non-conformity, Company will use commercially reasonable efforts to correct the specific non-conformity. This correction obligation is Client’s sole and exclusive remedy for any alleged defect or non-conformity in a Deliverable.

10.3 Production Deployment

Client is solely responsible for approving deployment to production and for determining whether sufficient testing, guardrails, review steps, sandbox validation, fallback procedures, and user training have occurred before go-live.

11. Intellectual Property

11.1 Company Materials

Company retains all right, title, and interest in and to its pre-existing materials, methodologies, frameworks, playbooks, prompts, prompt libraries, templates, notebooks, automations, agents, orchestration methods, architecture patterns, know-how, software, utilities, connectors, documentation formats, training materials, and any derivative works, modifications, or improvements thereof, whether developed before or during the Term (“Company IP”).

11.2 Deliverables

Upon Client’s full payment of all amounts due under the applicable SOW, and subject to Third-Party rights and Company IP, Client will own the final Deliverables expressly identified in that SOW as owned by Client.

To the extent any Company IP is incorporated into a Client-owned Deliverable, Company grants Client a non-exclusive, non-transferable, non-sublicensable, internal-use license to use such embedded Company IP solely as part of the Deliverable for Client’s internal business purposes.

11.3 Third-Party Components

Deliverables may incorporate or depend on Third-Party Services, open-source software, model outputs, libraries, APIs, connectors, templates, or code subject to separate license terms. Client’s rights in such components are subject to the applicable third-party terms.

11.4 Output Ownership and Risk

To the fullest extent permitted by applicable law and subject to third-party terms, Client owns the specific Output generated for Client under Client’s account or as part of a Client project after payment, excluding Company IP and excluding any rights Company may have in its generalized know-how.

Company does not represent or warrant that any Output is unique, protectable, non-infringing, or available for exclusive use.

11.5 Feedback

If Client provides feedback, suggestions, corrections, ideas, or recommendations regarding the Services or Deliverables, Company may use them without restriction or obligation.

11.6 Aggregated and De-Identified Data

Company may collect and use aggregated, anonymized, or de-identified information relating to performance, usage, errors, trends, and general learnings from the Services for benchmarking, analytics, quality improvement, internal personnel training, security, product improvement, and internal business purposes, provided such information does not identify Client or reveal Client Confidential Information.

12. Publicity

Unless otherwise stated in an SOW, Company may identify Client by name and logo in Company’s client list and marketing materials after the first public launch of the applicable project.

Any case study, testimonial, quote, or press release identifying Client requires Client’s prior written approval.

13. Confidentiality

13.1 Definition

“Confidential Information” means non-public information disclosed by or on behalf of a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical information, source code, credentials, pricing, security information, customer information, roadmaps, data, trade secrets, and the terms of this Agreement.

13.2 Obligations

The receiving Party will:

• use the disclosing Party’s Confidential Information only as necessary to perform or exercise rights under this Agreement;
• protect it using at least reasonable care; and
• not disclose it except to employees, contractors, advisors, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

13.3 Exclusions

Confidential Information does not include information that the receiving Party can demonstrate:

• was already lawfully known without confidentiality obligation;
• becomes publicly available through no fault of the receiving Party;
• is lawfully received from a third party without breach of duty; or
• is independently developed without use of the disclosing Party’s Confidential Information.

13.4 Compelled Disclosure

The receiving Party may disclose Confidential Information if required by law, subpoena, court order, or governmental request, provided it gives prompt notice where legally permitted and cooperates in seeking confidential treatment.

14. Subcontractors

Company may use employees, affiliates, contractors, and subcontractors to perform the Services. Company remains responsible for their performance to the same extent as if Company performed the Services directly, subject to the limitations and exclusions in this Agreement.

15. Warranties and Disclaimers

15.1 Mutual Authority

Each Party represents that it has full power and authority to enter into and perform this Agreement and any applicable SOW.

15.2 Company Limited Warranty

Company warrants only that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for similar services.

15.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, DELIVERABLES, OUTPUTS, COMPANY IP, BETA FEATURES, AND ANY RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY, ERROR-FREE OPERATION, REGULATORY COMPLIANCE, OR THAT ANY OUTPUT, AUTOMATION, OR AI SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR PRODUCE ANY PARTICULAR RESULT.

15.4 No Security Warranty

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ANY THIRD-PARTY MODEL, API, PLATFORM, CONNECTOR, HOSTING ENVIRONMENT, REPOSITORY, COMMUNICATION CHANNEL, OR CLIENT ENVIRONMENT WILL BE FREE FROM VULNERABILITIES, INCIDENTS, BREACHES, LOSSES, OR UNAUTHORIZED ACCESS.

16. Indemnification

16.1 Client Indemnity

Client will defend, indemnify, and hold harmless Company and its affiliates, and their respective managers, officers, employees, contractors, and agents, from and against any third-party claims, demands, suits, investigations, damages, judgments, losses, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Client Materials;
• Client’s data, instructions, business rules, approvals, or use of the Services, Deliverables, or Output;
• Client’s violation of law, regulation, industry rule, or third-party terms;
• Client’s failure to obtain required notices, consents, permissions, or authorizations;
• Client’s use of the Services in a high-risk, regulated, or prohibited context not expressly approved in writing by Company;
• claims by Client’s customers, leads, end users, employees, contractors, or business partners arising from automations, messages, decisions, recommendations, or outputs generated or deployed at Client’s direction;
• any breach, incident, or unauthorized access arising from Client systems, Client credentials, Client-selected Third-Party Services, or Third-Party Services generally.

16.2 Company Limited IP Indemnity

Subject to Sections 16.3 and 17, Company will defend Client against any third-party claim alleging that a Deliverable originally created by Company and expressly identified in an SOW as a final Deliverable infringes a United States copyright or trademark of such third party, and Company will pay the damages finally awarded by a court or agreed in settlement by Company, provided that Client:

• promptly notifies Company in writing;
• gives Company sole control of the defense and settlement; and
• reasonably cooperates at Company’s expense.

16.3 Company Indemnity Exclusions

Company will have no obligation under Section 16.2 for claims arising from or related to:

• Client Materials;
• Output generated by an AI System;
• Third-Party Services, open-source components, models, APIs, or vendor materials;
• modifications not made by Company;
• Client’s combination of a Deliverable with anything not provided by Company;
• Client’s continued use after notice of an alleged infringement; or
• use outside the scope permitted by this Agreement or the SOW.

16.4 Remedies

If a claim covered by Section 16.2 appears likely, Company may, at its option:

• modify the affected Deliverable to make it non-infringing;
• obtain the right for Client to continue using it; or
• terminate the affected SOW and refund the fees paid for the infringing Deliverable, less the value of Services already performed.

This section states Client’s exclusive remedy and Company’s entire liability for intellectual property claims.

17. Limitation of Liability

17.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SAVINGS, LOSS OF OPPORTUNITY, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COST OF COVER, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ALL SOWS, THE SERVICES, THE DELIVERABLES, OUTPUTS, SECURITY INCIDENTS, OR OTHERWISE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO COMPANY UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Super Cap for Confidentiality Breach by Company

Notwithstanding Section 17.2, Company’s aggregate liability for Company’s proven breach of Section 13 arising solely from unauthorized disclosure of Client Confidential Information by Company will not exceed two (2) times the fees actually paid to Company under the applicable SOW during the three (3) month period immediately preceding the event giving rise to the claim.

17.4 Excluded From Any Company Liability

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM OR RELATING TO:

• Third-Party Services, including vendor outages, suspensions, policy changes, model changes, security incidents, abuse monitoring, retention practices, billing disputes, or deprecations;
• Client’s failure to review, test, monitor, or approve outputs, automations, or deployments;
• model hallucinations, prompt injection, jailbreaks, bias, unsafe outputs, false positives, false negatives, drift, retrieval errors, tool failures, or other AI-specific limitations;
• data supplied by Client or third parties;
• compromised credentials, weak permissions, or Client-side security failures;
• Client’s regulatory or legal obligations, including privacy notices, consent, disclosures, recordkeeping, sector-specific compliance, or downstream misuse.

17.5 Essential Basis

The Parties acknowledge that the disclaimers, exclusions, and limitations in this Agreement are an essential basis of the bargain and that Company’s pricing reflects those allocations of risk.

18. Suspension

Company may suspend access to any Services or environments, in whole or in part, immediately upon notice if Company reasonably believes that continued performance or access may:

• create a security risk;
• violate law or third-party terms;
• expose Company or others to harm; or
• interfere with the integrity of systems or services.

19. Term and Termination

19.1 Term

This Agreement begins when Client accepts, signs, approves, pays for, or otherwise authorizes an applicable SOW or order referencing this Agreement and continues until terminated in accordance with this Section.

19.2 Termination for Convenience

Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice, provided that any SOW then in progress will continue unless the Parties otherwise agree in writing.

19.3 Termination for Cause

Either Party may terminate this Agreement or an affected SOW upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) days after written notice, except that Company may terminate immediately for nonpayment, unlawful use, prohibited use, or material security risk.

19.4 Effect of Termination

Upon expiration or termination:

• Client will pay Company for all Services performed and commitments incurred through the effective date of termination, including any non-cancelable obligations;
• all licenses granted to Client under this Agreement will cease except for paid-up rights in accepted Deliverables; and
• each Party will return or destroy the other Party’s Confidential Information upon written request, subject to legal retention requirements and routine backup copies.

19.5 Survival

Sections that by their nature should survive will survive termination or expiration, including without limitation Sections 4, 5, 6, 7, 8, 11, 13, 15, 16, 17, 19.4, 19.5, 20, 21, and 22.

20. Miscellaneous

20.1 Independent Contractor

Company is an independent contractor and not Client’s employee, agent, fiduciary, joint venturer, or partner.

20.2 Non-Exclusivity

Company may provide services to other clients, including clients in the same or similar industries, provided Company does not disclose Client Confidential Information.

20.3 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee assumes the assigning Party’s obligations.

20.4 Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including internet outages, cloud outages, strikes, labor disputes, war, terrorism, epidemics, utility failures, acts of government, natural disasters, vendor failures, or model/API outages.

20.5 Notices

All notices under this Agreement must be in writing and sent to the addresses or emails designated in the applicable SOW.

20.6 Governing Law; Venue

This Agreement will be governed by the laws of the State of Arizona, without regard to conflicts of law rules. Any legal action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each Party consents to personal jurisdiction and venue there.

20.7 Injunctive Relief

A breach of confidentiality or misuse of intellectual property may cause irreparable harm for which monetary damages may be insufficient. Either Party may seek injunctive or equitable relief for such breach without waiving other remedies.

20.8 Entire Agreement

This Agreement, together with all SOWs, accepted proposals, order forms, change orders, and any incorporated exhibits or addenda, constitutes the entire agreement between the Parties regarding the Services covered by the applicable SOW and supersedes all prior or contemporaneous communications relating to that subject matter.

To the extent Client is also subject to Company’s publicly posted Terms & Conditions, those Terms & Conditions remain applicable only where they do not conflict with this Agreement or the applicable SOW.

20.9 Amendments; Waivers

Any amendment or waiver must be in writing or electronically accepted by both Parties. A failure to enforce any provision is not a waiver of future enforcement.

20.10 Severability

If any provision is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving intent.

20.11 Electronic Acceptance

This Agreement and any SOW may be accepted electronically. Electronic signatures, checkbox acknowledgements, digital approvals, payment authorization, or other electronic records indicating acceptance will have the same legal effect as a handwritten signature.

No separate signature on this Agreement is required where Client has accepted an SOW, proposal, order form, checkout, invoice, or other authorization that references or incorporates this Agreement.

21. Additional AI, Automation, and Integration Protections

21.1 Approval Controls for Sensitive Actions

Approval requirements for any automation or agent that sends external messages, publishes content, makes purchases, executes transactions, modifies or deletes live records, files documents, or triggers irreversible actions will be as agreed in the applicable SOW or Client Security Record.

Client acknowledges that approval policies may be enforced by technical gates for some tools or execution paths and by instructions or configuration for others, and that an instruction to seek approval is not a technical block on every execution path, including general-purpose tool execution. Company has no obligation to provide hard technical enforcement for any workflow unless it is expressly specified in the applicable SOW, and Client remains responsible for testing and approving any such enforcement before production use under Section 10.3. Until then, Client should not authorize connected-application permissions that would allow an action Client is unwilling to have occur without approval.

21.2 Sandbox First

Client acknowledges that Company may recommend testing in sandbox, staging, or limited rollout environments before production deployment. If Client elects to skip or shorten testing, Client assumes the resulting risk.

21.3 Abuse, Misuse, and Safety Controls

Company may include guardrails, moderation rules, approval steps, rate limits, scoped permissions, tool restrictions, or other safety controls in connection with the Services. Client will not remove or bypass such controls without assuming sole responsibility for resulting risks.

21.4 Data Portability and Exit

Unless otherwise stated in an SOW, Company does not guarantee portability or migration of configurations, prompts, schemas, automations, or agents across vendors or AI platforms due to differences in APIs, models, tool calling methods, rate limits, safety systems, or platform constraints.

21.5 Recommendations Only

Where the Services include strategy, architecture, or security recommendations, such recommendations are advisory only. Final implementation decisions remain Client’s responsibility.

21.6 No Insurance-Like Risk Transfer

Client acknowledges that Company is not acting as an insurer, guarantor, compliance certifier, or managed security provider, and that the fees charged under this Agreement do not include assumption of those risks.

22. Acceptance Through SOW or Electronic Authorization

This Agreement does not require a separate signature to be enforceable where Client has accepted an SOW, proposal, order form, checkout, invoice, or other written or electronic authorization that references or incorporates this Agreement.

Client’s acceptance may occur by electronic signature, checkbox acknowledgement, written approval, payment, or other conduct indicating authorization to proceed.

The individual accepting an applicable SOW or order on behalf of Client represents and warrants that they have authority to bind Client to this Agreement and the applicable SOW.

Company may require a separately signed version of this Agreement for enterprise, regulated, high-risk, or custom engagements at Company’s discretion.

End of Master Service Agreement